AUL AMERICAN INDIVIDUAL VARIABLE ANNUITY UNIT TRUST
485APOS, 2000-12-22
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     As filed with the Securities and Exchange Commission on December 22, 2000
 ===============================================================================



                                File No. 333-70049


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

                        REGISTRATION STATEMENT UNDER THE
                       [X]   SECURITIES ACT OF 1933

                       [ ] Pre-Effective Amendment No.


                       [X] Post-Effective Amendment No. 2



                                     and/or

                        REGISTRATION STATEMENT UNDER THE
                       [X] INVESTMENT COMPANY ACT OF 1940


                       [X]     Amendment No. 3


                        (Check appropriate box or boxes)

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

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

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

                  Depositor's Telephone Number: (317) 285-1877

       Richard A. Wacker, One American Square, Indianapolis, Indiana 46282
                     (Name and Address of Agent for Service)


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

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



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


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

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

If appropriate, check the following box:

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



<PAGE>
<TABLE>
<CAPTION>




                                                 CROSS REFERENCE SHEET
                                                 Pursuant to Rule 495

               Showing Location in Part A (Prospectus) and Part B (Statement of Additional Information)
                             of Registration Statement of Information Required by Form N-4

PART A - PROSPECTUS

Item of Form N-4                          Prospectus Caption
----------------                          ------------------
<S>                                         <C>
 1. Cover Page ...........................  Cover Page
 2. Definitions ..........................  Definitions
 3. Synopsis .............................  Summary; Expense Table
 4. Condensed Financial Information ......  Not Applicable
 5. General Description of Registrant,
    Depositor, and Portfolio Companies....  Information About AUL, The Variable
                                            Account, and the Funds; Voting of
                                            Shares of the Funds
 6. Deductions and Expenses ..............  Charges and Deductions
 7. General Description of Variable
    Annuity Contracts ....................  The Contracts; Premiums and Account
                                            Values During the Accumulation
                                            Period; Distributions; Summary
 8. Annuity Period .......................  Distributions
 9. Death Benefit ........................  Distributions
10. Purchases and Contract Values ........  Premiums and Account Values During
                                            the Accumulation Period
11. Redemptions ..........................  Distributions
12. Taxes ................................  Federal Tax Matters
13. Legal Proceedings ....................  Other Information
14. Table of Contents for the Statement
    of Additional Information ............  Statement of Additional Information
                                            Table of Contents
<CAPTION>

PART B - STATEMENT OF ADDITIONAL INFORMATION

Statement of Additional Information         Statement of Additional Information
Item of Form N-4                            Caption
-----------------------------------         ------------------------------------
<S>                                         <C>
15. Cover Page ...........................  Cover Page
16. Table of Contents ....................  Table of Contents
17. General Information and History ......  General Information and History
18. Services .............................  Custody of Assets; Independent
                                            Accountants
19. Purchase of Securities Being Offered .  Distribution of Contracts;
                                            (Prospectus) Charges and Deductions
20. Underwriters .........................  Distribution of Contracts
21. Calculation of Performance Data ......  Performance Information
22. Annuity Payments .....................  (Prospectus) Distributions
23. Financial Statements .................  Financial Statements

<CAPTION>
PART C - OTHER INFORMATION

Item of Form N-4                            Part C Caption
----------------                            --------------
<S>                                         <C>
24. Financial Statements and Exhibits ....  (Statement of Additional
                                            Information) Financial Statements
                                            and Exhibits
25. Directors and Officers of the
    Depositor.............................  Directors and Officers of AUL
26. Persons Controlled By or Under
    Common Control with the Depositor or
    Registrant............................  Persons Controlled By or Under
                                            Common Control of Depositor or
                                            Registrant
27. Number of Contractowners .............  Number of Contractholders
28. Indemnification ......................  Indemnification
29. Principal Underwriters ...............  Principal Underwriters
30. Location of Accounts and Records .....  Location of Accounts and Records
31. Management Services ..................  Management Services
32. Undertakings..........................  Undertakings
    Signatures .........................    Signatures
</TABLE>


<PAGE>
                                   PROSPECTUS

                                       for

              Individual Flexible Premium Deferred Variable Annuity



                             Dated February 20, 2001



                                  Sponsored by:
                    American United Life Insurance Company(R)
                                  P.O. Box 7127
                        Indianapolis, Indiana 46209-7127


                                       AUL





<PAGE>

                                   Prospectus
             Individual Flexible Premium Variable Deferred Annuity
                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                                   Offered By
                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
                                 (317) 285-1877
                        Variable Products Service Office:
                 P.O. Box 7127, Indianapolis, Indiana 46209-7127
                                 (800) 863-9354


     This  Prospectus  describes  individual  variable  annuity  contracts  (the
"Contracts")  offered by American United Life Insurance Company(R) ("AUL" or the
"Company").  AUL designed the Contracts for use in  connection  with  retirement
plans and deferred  compensation plans for individuals.  Contract Owners may use
the Contracts in connection with retirement  plans that meet the requirements of
Sections 401(a), 403(b), 408, 408A or 457 of the Internal Revenue Code.

     This  Prospectus  describes  two types of  Contracts:  Contracts  for which
premiums  may vary in amount  and  frequency,  subject  to  certain  limitations
("Flexible  Premium  Contracts"),  and Contracts for which  premiums may vary in
amount and  frequency,  only in the first  Contract  Year  ("One  Year  Flexible
Premium  Contracts").  Both Contracts  provide for the accumulation of values on
either a variable  basis,  a fixed basis,  or both.  The Contracts  also provide
several  options for fixed and  variable  annuity  payments to begin on a future
date.

     A Contract  Owner may  allocate  premiums  designated  to  accumulate  on a
variable basis to one or more of the Investment  Accounts of a separate  account
of AUL.  The  separate  account is named the AUL  American  Individual  Variable
Annuity Unit Trust (the "Variable  Account").  Each  Investment  Account invests
exclusively in shares of one of the following Mutual Fund Portfolios:

<TABLE>
<CAPTION>
<S>                                           <C>
AUL American Series Fund, Inc.                 Fidelity Variable Insurance Products Fund II
  Equity                                         Fidelity Asset Manager
  Bond                                           Fidelity Contrafund
  Managed                                        Fidelity Index 500
  Money Market                                 Janus Aspen Series
Alger American Fund, Inc.                        Janus Flexible Income
  Alger American Growth                          Janus Worldwide Growth
  Alger American Small Capitalization          PBHG Insurance Series Fund, Inc.
American Century Variable Portfolios, Inc.       PBHG Growth II
  American Century VP Income & Growth            PBHG Technology & Communications
  American Century VP International            SAFECO Resource Series Trust
Calvert Variable Series                          SAFECO RST Equity
  Calvert Social Mid Cap Growth                  SAFECO RST Growth Opportunities
Fidelity Variable Insurance Products Fund      T. Rowe Price Equity Series, Inc.
  Fidelity Equity-Income                         T. Rowe Price Equity Income
  Fidelity Growth                                T. Rowe Price Mid-Cap Growth
  Fidelity High Income                         T. Rowe Price Fixed Income Series, Inc.
  Fidelity Overseas                              T. Rowe Price Limited-Term Bond

</TABLE>

     Premiums  allocated to an Investment  Account of the Variable  Account will
increase or decrease in dollar value depending on the investment  performance of
the  corresponding  mutual  fund  portfolios  in which  the  Investment  Account
invests. These amounts are not guaranteed. In the alternative,  a Contract Owner
may  allocate  premiums  to AUL's  Fixed  Account.  Such  allocations  will earn
interest at rates that are paid by AUL as described in "The Fixed Account."


     This Prospectus  concisely sets forth  information  about the Contracts and
the Variable Account that a prospective  investor should know before  investing.
Certain  additional  information  is  contained in a  "Statement  of  Additional
Information,"  dated February 20, 2001, which has been filed with the Securities
and Exchange Commission (the "SEC"). The Statement of Additional  Information is
incorporated  by reference  into this  Prospectus.  A  prospective  investor may
obtain a copy of the  Statement  of  Additional  Information  without  charge by
calling or writing to AUL at the telephone number or address  indicated above. A
postage pre-paid  envelope is included for this purpose.The table of contents of
the  Statement  of  Additional  Information  is  located  at  the  end  of  this
Prospectus.


     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  represention 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 February 20, 2001.


<PAGE>


                                TABLE OF CONTENTS
Description                                                Page
-----------                                                ----

DEFINITIONS.............................................    4-5


SUMMARY.................................................    6-8
  Purpose of the Contracts..............................      6
  Types of Contracts....................................      6
  The Variable Account and the Funds....................      6
  Summary of the Fixed Account..........................      7
   Market Value Adjusted Fixed Acount...................      7
   Non-Market Value Adjusted Fixed Account..............      7
   Enhanced Averaging Fixed Account.....................      7
  Premiums..............................................      7
  Right to Examine......................................      7
  Transfers.............................................      7
  Charges...............................................      7
  Distributions.........................................      8
   Withdrawals..........................................      8
   Loan Privileges......................................      8
   The Death Benefit....................................      8
  Initial Dollar Cost Averaging Program.................      8
  Ongoing Dollar Cost Averaging Program.................      8
  Portfolio Rebalancing.................................      8
  Bonus Programs........................................      8
  Contacting AUL........................................      8


EXPENSE TABLE...........................................   9-13

CONDENSED FINANCIAL INFORMATION.........................     14

PERFORMANCE OF THE INVESTMENT
ACCOUNTS................................................  15-17

INFORMATION ABOUT AUL, THE VARIABLE
ACCOUNT, AND THE FUNDS..................................  18-22
  American United Life Insurance Company(R).............     18
  Variable Account......................................     18
  The Funds.............................................     18
  AUL American Series Fund, Inc.........................     19
   AUL American Equity Portfolio........................     19
   AUL American Bond Portfolio..........................     19
   AUL American Managed Portfolio.......................     19
   AUL American Money Market Portfolio..................     19
  Alger American Fund...................................     19
   Alger American Growth Portfolio......................     19
   Alger Amercian Small Capitalization Portfolio........     19
  American Century Variable Portfolios, Inc.............     19
   American Century VP Income & Growth Portfolio........     19
   American Century VP International Portfolio..........     20
  Calvert Variable Series...............................     20
   Calvert Social Mid Cap Growth Portfolio..............     20
  Fidelity Variable Insurance Products Fund.............     20
   VIP Equity-Income Portfolio..........................     20
   VIP Growth Portfolio.................................     20
   VIP High Income Portfolio............................     20
   VIP Overseas Portfolio...............................     20
  Fidelity Variable Insurance Products Fund II..........     20
   VIP II Asset Manager Portfolio.......................     20
   VIP II Contrafund Portfolio..........................     20
   VIP II Index 500 Portfolio...........................     21
  Janus Aspen Series....................................     21
   Flexible Income Portfolio............................     21
   Worldwide Growth Portfolio...........................     21
  PBHG Insurance Series Fund, Inc.......................     21
   PBHG Growth II Portfolio.............................     21
   PBHG Technology & Communications Portfolio...........     21
  SAFECO Resource Series Trust..........................     21
   RST Equity Portfolio.................................     21
   RST Growth Opportunities Portfolio...................     21
  T. Rowe Price Equity Series, Inc......................     21
   T. Rowe Price Equity Income Portfolio................     21
   T. Rowe Price Mid-Cap Growth Portfolio...............     22
  T. Rowe Price Fixed Income Series, Inc................     22
   T. Rowe Price Limited-Term Bond Portfolio............     22

THE CONTRACTS...........................................     22
  General...............................................     22


PREMIUMS AND ACCOUNT VALUES
DURING THE ACCUMULATION PERIOD..........................  22-25
  Application for a Contract............................     22
  Premiums Under the Contracts..........................     22
  Right to Examine Period...............................     23
  Allocation of Premiums................................     23
  Transfers of Account Value............................     23
  Dollar Cost Averaging Program.........................     23
   Initial Dollar Cost Averaging Program................     24
   Ongoing Dollar Cost Averaging Program................     24
  Portfolio Rebalancing Program.........................     24
  Bonus Programs........................................     24
  Contract Owner's Variable Account Value...............     24
   Accumulation Units...................................     24
   Accumulation Unit Value..............................     25
   Net Investment Factor................................     25


CHARGES AND DEDUCTIONS..................................  25-26
  Premium Tax Charge....................................     25
  Withdrawal Charge.....................................     25
  Mortality and Expense Risk Charge.....................     26
  Annual Contract Fee...................................     26
  Rider Charges.........................................     26
  Other Charges.........................................     26
  Variations in Charges.................................     26
  Guarantee of Certain Charges..........................     26
  Expenses of the Funds.................................     26

DISTRIBUTIONS...........................................  27-30
  Cash Withdrawals......................................     27
  Loan Privileges.......................................     27
  Death Proceeds Payment Provisions.....................     28
   Standard Contractual Death Benefit...................     28
   Enhanced One Year Step Up Death Benefit Rider........     28
   Death of the Owner...................................     28
   Death of the Annuitant...............................     28
  Payments from the Variable Account....................     29
  Annuity Period........................................     29
   General..............................................     29
   Fixed Payment Annuity................................     29
   Variable Payment Annuity.............................     29
   Payment Options......................................     30
   Selection of an Option...............................     30

                                       2
<PAGE>
                          TABLE OF CONTENTS (Continued)
Description                                                Page
-----------                                                ----

THE FIXED ACCOUNT(S)....................................  30-32
  Summary of the Fixed Accounts.........................     30
   Non-Market Value Adjusted Fixed Account..............     30
   Market Value Adjusted Fixed Account..................     31
   Enhanced Averaging Fixed Account.....................     31
  Withdrawals...........................................     31
  Transfers.............................................     31
  Contract Charges......................................     32
  Payments from the Fixed Account(s)....................     32

MORE ABOUT THE CONTRACTS................................  32-33
  Designation and Change of Beneficiary.................     32
  Assignability.........................................     32
  Proof of Age and Survival.............................     32
  Misstatements.........................................     32
  Acceptance of New Premiums............................     32
  Optional Benefits.....................................     32
   Guaranteed Minimum Account Value Rider...............     33
   Guaranteed Minimum Annuitization Benefit Rider.......     33
   Long Term Care Facility and Terminal Illness
    Benefit Rider.......................................     33


FEDERAL TAX MATTERS.....................................  33-37
  Introduction..........................................     33
  Diversification Standards.............................     33
  Taxation of Annuities in General-
   Non-Qualified Plans..................................     34
  Additional Considerations.............................     34
  Qualified Plans.......................................     35
  Qualified Plan Federal Taxation Summary...............     36
  403(b) Programs-Constraints on Withdrawals............     36
  403(b) Programs-Loan Privileges.......................     37

OTHER INFORMATION.......................................  37-38
  Voting of Shares of the Funds.........................     37
  Substitution of Investments...........................     37
  Changes to Comply with Law and Amendments.............     38
  Reservation of Rights.................................     38
  Periodic Reports......................................     38
  Legal Proceedings.....................................     38
  Legal Matters.........................................     38
  Financial Statements..................................     38

PERFORMANCE INFORMATION ................................     39

STATEMENT OF ADDITIONAL
INFORMATION TABLE OF CONTENTS...........................     39


                                       3
<PAGE>


                                   DEFINITIONS

Various terms commonly used in this Prospectus are defined as follows:

403(b) PLAN - An arrangement by a public school  organization or an organization
that is described in Section  501(c)(3) of the Internal Revenue Code,  including
certain  charitable,  educational  and  scientific  organizations,  under  which
employees  are  permitted to take  advantage of the Federal  income tax deferral
benefits provided for in Section 403(b) of the Internal Revenue Code.

408 or 408A  PLAN - A plan  of  individual  retirement  accounts  or  annuities,
including  a  simplified  employee  pension  plan,  SIMPLE  IRA or Roth IRA plan
established by an employer,  that meets the  requirements of Section 408 or 408A
of the Internal Revenue Code.

457 PLAN - A plan  established  by a unit of a state or  local  government  or a
tax-exempt organization under Section 457 of the Internal Revenue Code.

ACCOUNT  VALUE - The total sum of a Contract  Owner's  interest in the  Variable
Account,  the Fixed Account(s) and the Loan Account.  Initially,  it is equal to
the initial premium less any applicable premium tax and thereafter  reflects the
net result of premiums, investment experience, charges deducted, and any partial
withdrawals taken.

ACCUMULATION  PERIOD - The period  starting on the Contract Date and ending when
the  Contract  is   terminated,   either   through   surrender,   withdrawal(s),
annuitization,   payment  of  charges,  payment  of  the  death  benefit,  or  a
combination thereof.

ACCUMULATION  UNIT - A unit of measure used to record  amounts of increases  to,
decreases  from, and  accumulations  in the Investment  Accounts of the Variable
Account during the Accumulation Period.

ANNUITANT - The person or persons on whose life annuity payments depend.

ANNUITY - A series of payments made by AUL to an Annuitant or Beneficiary during
the period specified in the Annuity Option.

ANNUITY  DATE - The first day of any month in which an  annuity  begins  under a
Contract,  which  shall not be later  than the  required  beginning  date  under
applicable federal requirements.

ANNUITY  OPTIONS - Options under a Contract that prescribe the provisions  under
which  a  series  of  annuity  payments  are  made to an  Annuitant,  contingent
Annuitant, or Beneficiary.

ANNUITY PERIOD - The period during which annuity payments are made.

ASSUMED  INTEREST  RATE (AIR) - The  investment  rate  built  into the  Variable
Payment Annuity table used to determine the first annuity payment.

AUL - American United Life Insurance Company(R).

BENEFICIARY - The person having the right to receive the death proceeds, if any,
payable upon the death of the Contract Owner during the Accumulation Period, and
the person  having the right to benefits,  if any,  payable upon the death of an
Annuitant  during the  Annuity  Period  under any  Annuity  Option  other than a
survivorship option (i.e., Option 3-under which the contingent Annuitant has the
right to benefits payable upon the death of an Annuitant).

BUSINESS  DAY - A day on  which  AUL's  Home  Office  is  customarily  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.

CASH VALUE - An Owner's  Account Value minus the  applicable  withdrawal  charge
plus or minus any applicable Market VAlue Adjustment.

CONTRACT ANNIVERSARY - The yearly anniversary of the Contract Date.

CONTRACT DATE - The date shown as the Contract  Date in a Contract.  It will not
be later than the date the initial premium is accepted under a Contract,  and it
is the date used to determine  Contract  Months,  Contract  Years,  and Contract
Anniversaries.

CONTRACT OWNER OR OWNER - The person entitled to the ownership  rights under the
Contract and in whose name the Contract is issued. A trustee or custodian may be
designated to exercise an Owner's rights and  responsibilities  under a Contract
in connection with a retirement plan that meets the  requirements of Section 401
or 408 of the Internal  Revenue  Code.  An  administrator,  custodian,  or other
person  performing  similar  functions  may be designated to exercise an Owner's
responsibilities  under a Contract in  connection  with a 403(b) or 457 Program.
The term "Owner," as used in this Prospectus,  shall include, where appropriate,
such a trustee, custodian, or administrator.

CONTRACT YEAR - A period  beginning  with one Contract  Anniversary,  or, in the
case of the first Contract Year,  beginning on the Contract Date, and ending the
day before the next Contract Anniversary.

DEATH PROCEEDS - The amount payable to the Beneficiary by reason of the death of
the Annuitant or Owner during the  Accumulation  Period in  accordance  with the
terms of the Contract.

EMPLOYEE  BENEFIT  PLAN - A pension or profit  sharing  plan  established  by an
Employer for the benefit of its employees  and which is qualified  under Section
401 of the Internal Revenue Code.

                                       4
<PAGE>
                             DEFINITIONS (Continued)

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

FIXED ACCOUNT  VALUE - The total value under a Contract  allocated to any of the
Fixed Account(s).

FREE  WITHDRAWAL  AMOUNT - The amount that may be  withdrawn  without  incurring
withdrawal  charges,  which is 12% of the account as of the most recent  conract
anniversary.

FUNDS - AUL American Series Fund,  Inc.,  which offers the Equity,  Bond,  Money
Market, Managed, and Tactical Asset Allocation Portfolios;  Alger American Fund,
which  offers  the  Alger   American   Growth  and  the  Alger   American  Small
Capitalization  Portfolios;  American Century Variable  Portfolios,  Inc., which
offers the VP Income & Growth and VP International Portfolios;  Calvert Variable
Series,  which offers the Calvert Social Mid Cap Growth Fund;  Fidelity Variable
Insurance Products Fund ("VIP"),  which offers the Equity-Income,  Growth,  High
Income and Overseas  Portfolios;  Fidelity Variable  Insurance  Products Fund II
("VIP  II"),  which  offers  the  Asset  Manager,   Contrafund,  and  Index  500
Portfolios;  Janus Aspen Series,  which offers the Flexible Income and Worldwide
Growth Portfolios;  PBHG Insurance Series Fund, Inc., which offers the Growth II
and the Technology &  Communications  Portfolios;  SAFECO Resource Series Trust,
which  offers the RST Equity and RST Growth  Opportunities  Portfolios;  T. Rowe
Price Equity Series,  Inc.,  which offers the T. Rowe Price Equity Income and T.
Rowe Price Mid-Cap  Growth  Portfolios;  and T. Rowe Price Fixed Income  Series,
Inc., which offers the T. Rowe Price  Limited-Term  Bond Portfolio.  Each of the
Funds is a diversified, open-end management investment company commonly referred
to as a mutual fund, or a portfolio thereof.

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

GUARANTEED PERIOD - The period of time in years that the interest rate on an MVA
Fixed Account is guaranteed.  Guaranteed  Periods may be 1, 3, 5, 7, or 10 years
in length or other duration offered from time to time by AUL.

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

HR-10 PLAN - An Employee Benefit Plan  established by a self-employed  person in
accordance with Section 401 of the Internal Revenue Code.

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.

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

MARKET VALUE  ADJUSTMENT - An upward or downward  adjustment  in the value of an
MVA Fixed Account if  withdrawals  or transfers are made prior to the expiration
of the Guaranteed Period.

MVA FIXED  ACCOUNT - A  subaccount  of the Fixed  Account,  having a  particular
Guaranteed Period, and subject to a Market Value Adjustment.

NET CASH VALUE - Cash Value less outstanding loans and loan interest.

NET PURCHASE PAYMENTS - The premiums paid less any applicable premium tax.

PREMIUMS - The amounts paid to AUL as consideration  for the Contract.  In those
states that require the payment of premium tax upon receipt of a premium by AUL,
the term "premium"  shall refer to the amount  received by AUL net of the amount
deducted for premium tax.

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

SEPARATE  ACCOUNT - AUL American  Individual  Variable  Annuity 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 - The  Valuation  Period  begins at the close of one Valuation
Date and ends at the close of the next succeeding Valuation Date. Generally, the
Valuation Date is "closed" at or about 4:00 P.M.  eastern standard time, on each
day the NYSE is open for trading. The Valuation Date may close earlier than 4:00
P.M.  EST if the NYSE  closes  earlier  than 4:00  P.M.  and it is  possible  to
determine the net asset value at that time.

VARIABLE ACCOUNT - The Separate Account.

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


                                       5
<PAGE>

                                     SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects of the Contracts.  Later sections of this  Prospectus,  the
Statement of Additional  Information,  and the Contracts provide further detail.
Unless the context indicates  otherwise,  the discussion in this summary and the
remainder of the  Prospectus  relates to the portion of the Contracts  involving
the Variable Account.  The pertinent Contract and "The Fixed Account" section of
this Prospectus briefly describe the Fixed Account.

PURPOSE OF THE CONTRACTS

     AUL  offers  the  individual   variable  annuity  contracts   ("Contracts")
described in this  Prospectus  for use in connection  with taxable  contribution
retirement plans and deferred  compensation plans for individuals  (collectively
"non-Qualified  Plans"). AUL also offers the Contracts for use by individuals in
connection  with  retirement  plans that meet the  requirements of Sections 401,
403(b),  457, 408 or 408A of the  Internal  Revenue  Code,  allowing for pre-tax
contributions  (collectively  "Qualified  Plans").  While a  Contract  Owner may
benefit from tax deferral  under a Qualified  Plan without the use of a variable
annuity  contract,  variable  annuities may provide  additional  investment  and
insurance or annuity-related  benefits to individual Contract Owners. A variable
annuity contract  presents a dynamic concept in retirement  planning designed to
give Contract  Owners  flexibility  in attaining  investment  goals.  A Contract
provides for the  accumulation  of values on a variable basis, a fixed basis, or
both,  and provides  several  options for fixed and variable  annuity  payments.
During the Accumulation  Period,  a Contract Owner can allocate  premiums to the
various Investment Accounts of the Variable Account or to the Fixed Account. See
"The Contracts."

     Investors should carefully consider the tax benefits and disadvantages of a
Contract,  and should  consult a tax advisor.  The tax benefits can be important
for investors seeking retirement income. The Contract may be disadvantageous for
those who do not plan to use the Contract as a source of retirement  income. The
tax  treatment  may  not be  important  for  investors  using  the  Contract  in
connection  with certain  Qualified  Plans.  Investors  should also consider the
investment and annuity benefits offered by the Contracts.

TYPES OF CONTRACTS

     AUL  offers  two  variations  of  contracts  that  are  described  in  this
Prospectus. With Flexible Premium Contracts, premium payments may vary in amount
and  frequency,  subject  to the  limitations  described  below.  With  One Year
Flexible  Premium  Contracts,  premium payments may vary in amount and frequency
only during the first Contract Year. Premiums payments may not be made after the
first Contract Year.

THE VARIABLE ACCOUNT AND THE FUNDS

     AUL will allocate premiums  designated to accumulate on a variable basis to
the Variable Account.  See "Variable Account." The Variable Account is currently
divided into  subaccounts  referred to as Investment  Accounts.  Each Investment
Account invests  exclusively in shares of one of the portfolios of the following
mutual funds:

<TABLE>
<S>                                     <C>                                             <C>
Investment Account and                   Mutual Fund                                    Investment Adviser
 Corresponding Mutual Fund Portfolio

AUL American Equity                      AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Bond                        AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Managed                     AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Money Market                AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
Alger American Growth                    Alger American Fund                            Fred Alger Management, Inc.
Alger American Small Capitalization      Alger American Fund                            Fred Alger Management, Inc.
American Century VP Income & Growth      American Century Variable Portfolios, Inc.     American Century Investment Management, Inc.
American Century VP International        American Century Variable Portfolios, Inc.     American Century Investment Management, Inc.
Fidelity Asset Manager                   Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Contrafund                      Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Equity-Income                   Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity Growth                          Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity High Income                     Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Fidelity Index 500                       Fidelity Variable Insurance Products Fund II   Fidelity Management & Research Company
Fidelity Overseas                        Fidelity Variable Insurance Products Fund      Fidelity Management & Research Company
Janus Aspen Series Flexible Income       Janus Aspen Series                             Janus Capital Corporation
Janus Aspen Series Worldwide Growth      Janus Aspen Series                             Janus Capital Corporation
PBHG Growth II                           PBHG Insurance Series Fund, Inc.               Pilgrim Baxter & Associates, Ltd.
PBHG Technology & Communications         PBHG Insurance Series Fund, Inc.               Pilgrim Baxter & Associates, Ltd.
SAFECO RST Equity                        SAFECO Resource Series Trust                   SAFECO Asset Management Company
SAFECO RST Growth Opportunities          SAFECO Resource Series Trust                   SAFECO Asset Management Company
T. Rowe Price Equity Income              T. Rowe Price Equity Series, Inc.              T. Rowe Price Associates, Inc.
T. Rowe Price Limited-Term Bond          T. Rowe Price Fixed Income Series, Inc.        T. Rowe Price Associates, Inc.
T. Rowe Price Mid-Cap Growth             T. Rowe Price Equity Series, Inc.              T. Rowe Price Associates, Inc.
</TABLE>

     Each of the Funds has a different  investment  objective.  A Contract Owner
may allocate premiums to one or more of the Investment  Accounts available under
a Contract.  Premiums allocated to a particular Investment Account will increase
or decrease in dollar value  depending  upon the  investment  performance of the
corresponding  mutual fund  portfolio in which the Investment  Account  invests.
These amounts are not  guaranteed.  The Contract Owner bears the investment risk
for amounts allocated to an Investment Account of the Variable Account.


                                       6
<PAGE>

                          SUMMARY OF THE FIXED ACCOUNTS

     A Contract  Owner may allocate  premiums to one of several  fixed  accounts
which are part of AUL's General Account.  The Contracts will offer either Market
Value  Adjusted  (MVA) Fixed  Accounts or a Non-MVA Fixed  Account.  The MVA and
Non-MVA Fixed Account(s) may not be available in all states.  The Contracts will
also offer an Enhanced  Averaging  Fixed  Account in all states as a part of the
dollar cost averaging program.

Market Value Adjusted Fixed Account

     Market Value Adjusted Fixed Accounts  provide a guaranteed rate of interest
over five different maturity durations:  one (1), three (3), five (5), seven (7)
or ten (10) years. AUL will credit the Fixed Account the declared  interest rate
for the duration  selected unless a distribution  from the Market Value Adjusted
Fixed Account  occurs for any reason.  If such a distribution  occurs,  AUL will
subject  the  proceeds  to a market  value  adjustment,  resulting  in either an
increase or  decrease in the value of the  distributed  proceeds,  depending  on
interest  rate  fluctuations.  No market value  adjustment  will be applied to a
Market Value Adjusted Fixed Account if the  allocations are held until maturity.
In that case,  the Market  Value  Adjusted  Fixed  Account  will be credited the
declared  rate for the  duration  selected.  A Contract  Owner  must  allocate a
minimum amount of $1,000 to a Market Value Adjusted Fixed Account.  MARKET VALUE
ADJUSTED FIXED ACCOUNTS ARE NOT AVAILABLE IN ALL STATES.

Non-Market Value Adjusted Fixed Account

     A Contract  Owner may allocate  premiums to the  Non-Market  Value Adjusted
(Non-MVA)  Fixed Account only where MVA Fixed  Accounts are not  available.  The
Non-MVA Fixed Account is part of AUL's General Account. Amounts allocated to the
Non-MVA  Fixed Account earn  interest at rates  periodically  determined by AUL.
Generally,  any current rate that exceeds the guaranteed  rate will be effective
for the Contract for a period of at least one year.  These rates are  guaranteed
to be at least an  effective  annual  rate of 3%.  THE  NON-MARKET  VALUE  FIXED
ACCOUNT MAY NOT BE AVAILABLE IN ALL STATES.

Enhanced Averaging Fixed Account

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

PREMIUMS

     For Flexible  Premium  Contracts,  the Contract  Owner may vary premiums in
amount and frequency.  The minimum  monthly APP (Automatic  Premium  Payment) is
$50.  Otherwise,  the minimum premium is $1,000.  For One Year Flexible  Premium
Contracts,  the Contract  Owner may pay premiums only during the first  Contract
Year.  The minimum  premium is $500 with a minimum  total first year  premium of
$5,000. See "Premiums under the Contracts."

Right to Examine

     The  Contract  Owner has the right to return  the  Contract  for any reason
within ten  calendar  days of receipt  (or a longer  period if required by state
law). If the Contract Owner exercises this right, AUL will treat the Contract as
void from its inception. AUL will refund to the Contract Owner the Account Value
plus any amounts  deducted for premium  taxes and other  expenses.  The Contract
Owner bears all of the investment risk prior to the Company's receipt of request
for  cancellation.  AUL will  refund  the  premium  paid in those  states  where
required by law and for all individual retirement annuities.


TRANSFERS

     A Contract  Owner may transfer his or her Variable  Account Value among the
available  Investment  Accounts or to any of the available Fixed Accounts at any
time during the Accumulation Period. The Contract Owner may transfer part of his
or her Fixed Account Value to one or more of the available  Investment  Accounts
during the Accumulation  Period,  subject to certain  restrictions.  The minimum
transfer  amount from any one  Investment  Account or from the Fixed  Account is
$500. If the Account  Value in an Investment  Account or the Fixed Account prior
to a  transfer  is less  than  $500,  then the  minimum  transfer  amount is the
Contract  Owner's  remaining  Account  Value  in that  account.  If,  after  any
transfer,  the remaining Account Value in an Investment  Account or in the Fixed
Account  would be less than $500,  then AUL will treat that request as a request
for a transfer of the entire Account Value.

     Amounts transferred from the Non-MVA Fixed Account to an Investment Account
cannot exceed 20% of the Owner's Non-MVA Fixed Account Value as of the beginning
of that Contract Year. See "Transfers of Account Value."

CHARGES

     AUL will deduct  certain  charges in  connection  with the operation of the
Contracts and the Variable  Account.  These charges include a withdrawal  charge
assessed  upon partial  withdrawal  or  surrender,  a mortality and expense risk
charge, a premium tax charge, and an annual contract fee. In addition,

                                       7
<PAGE>


the  Funds  pay  investment  advisory  fees  and  other  expenses.  For  further
information on these charges and expenses, see "Charges and Deductions."


Distributions

Withdrawals

     The  Contract  Owner may  surrender or take a partial  withdrawal  from the
Account Value at any time before the Annuity Date. Withdrawals and surrender are
subject to the  limitations  under any applicable  Qualified Plan and applicable
law. The minimum  withdrawal  amount is $200 for Flexible Premium  Contracts and
$500 for One Year Flexible Premium Contracts.


     Certain  retirement  programs,  such as 403(b)  Programs,  are  subject  to
constraints on withdrawals and full surrenders. See "403(b) Programs-Constraints
on  Withdrawals."  See "Cash  Withdrawals" for more  information,  including the
possible charges and tax consequences of full and partial withdrawals.

Loan Privileges

     Prior to the annuity date, the owner of a contract  qualified under Section
403(b)  may take a loan  from the  Account  Value  subject  to the  terms of the
Contract.  The Plan and the  Internal  Revenue Code may impose  restrictions  on
loans.

THE DEATH BENEFIT

     If a Contract  Owner dies during the  Accumulation  Period,  AUL will pay a
death  benefit to the  Beneficiary.  The amount of the death benefit is equal to
the Death  Proceeds.  A death benefit will not be payable if the Contract  Owner
dies on or after the Annuity Date,  except as may be provided  under the Annuity
Option elected. See "The Death Proceeds" and "Annuity Options."

Initial Dollar Cost Averaging Program

     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. For further  information,  see the explanation
under "Dollar Cost Averaging Program."


Ongoing Dollar Cost Averaging Program

     At any time, the Contract Owner may purchase units of an Investment Account
over a period of time through the Ongoing  Dollar Cost  Averaging  (Ongoing DCA)
Program.  Under the Ongoing DCA Program,  the Contract  Owner  authorizes AUL to
transfer a specific dollar amount from the AUL American Money Market  Investment
Account into one or more other Investment Accounts at the unit values determined
on the dates of the transfers. These transfers will continue automatically until
AUL receives  notice to  discontinue  the Program,  or until there is not enough
money in the AUL Money Market  Investment  Account to continue  the Program.  To
participate in the Program,  AUL requires a minimum  deposit of $10,000 into the
AUL  Money  Market  Investment  Account.  For  further   information,   see  the
explanation under "Dollar Cost Averaging Program."

Portfolio Rebalancing Program

     The Contract Owner may elect to automatically  adjust his or her investment
account balances consistent with the allocation most recently requested. AUL can
do this on a  quarterly  or annual  basis  from the date on which the  Portfolio
Rebalancing Program commences.


Bonus Programs

     AUL  may  offer,  under  certain  circumstances,  potential  customers  the
opportunity  to exchange  their non-AUL  contracts for contracts  offered herein
with an additional bonus-up of qualifying first year permium ("Exchange Offer").
AUL,  from  its  general   account,   will  provide  a  4%  bonus  to  each  new
contractholder  who  accepts  the  offer,  which is  based  on the  value of the
contract surrendered (the "Exchanged Contract") in exchange for the AUL contract
(the "New  Contract").  The Bonus will be applied to the New Contract  after the
expiration of the Right to Examine Period (see "Right to Examine Period").

     This Exchange  Offer is not available to current AUL customers  desiring to
exchange  their  current AUL contracts for a new AUL contract with a bonus-up of
Account  Value.  Furthermore,  the  Exchange  Offer may only be  available  with
certain  plans.  For  example,  the  Enhanced  Averaging  Fixed  Account  is not
available to contracts  purchased  through the Exchange  Offer.  The  Guaranteed
Minimum Annuitization Benefit is likewise unavailable.

     Potential   customers   should  be  advised  that  the  Exchange  Offer  is
specifically  designed for those  customers who intend to continue to hold their
contracts as long-term investment  vehicles.  The Exchange Offer is not intended
for all potential  customers and is especially not  appropriate for any customer
who anticipates  surrendering all or a significant part (i.e., more than the 12%
Free  Withdrawal  Amount on an annual  basis) of his or her contract  before the
expiration of the ten year withdrawal  period. The Exchange Offer will result in
the  imposition of a new Withdrawal  Charge period  regardless of the customer's
current withdrawal charge period of the Exchanged Contract.

     AUL reserves the right to  withdrawal  or modify the Exchange  Offer at any
time.


CONTACTING AUL

     Individuals should direct all written requests, notices, and forms required
under these Contracts, and any questions or inquiries to AUL's Variable Products
Office at the address and phone number shown on the front of this Prospectus.

                                       8
<PAGE>

                                  EXPENSE TABLE

     The purpose of the following table is to assist  investors in understanding
the  various  costs  and  expenses  that  Contract   Owners  bear  directly  and
indirectly.  The table reflects  expenses of the Variable Account as well as the
Funds.  Expenses of the Variable Account shown under "Contract Owner Transaction
Expenses"  (including  the  withdrawal  charge  and  annual  contract  fee)  and
"Variable  Account Annual  Expenses" are fixed and specified  under the terms of
the  Contract.  Expenses of the Funds as shown under "Fund Annual  Expenses" are
not fixed or specified  under the terms of the Contract,  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 table does not reflect AUL's charges
for premium taxes that may be imposed by various jurisdictions. See "Premium Tax
Charge." The information  contained in the table is not generally  applicable to
amounts  allocated  to the Fixed  Account(s)  or to  annuity  payments  under an
Annuity Option.

     For a complete description of a Contract's costs and expenses, see "Charges
and  Deductions."  For a more  complete  description  of the  Funds'  costs  and
expenses, see the Funds' Prospectuses.
<TABLE>
<CAPTION>

CONTRACT OWNER TRANSACTION EXPENSES
 DEFFERED SALES LOAD (as a percentage of amount surrendered; ALSO REFERRED TO AS A "WITHDRAWAL CHARGE")(1)

          Charge on Withdrawal Exceeding 12% Free Withdrawal Amount(1)
<S>                                <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>     <C>    <C>
Contract Year                       1      2        3        4        5        6       7        8        9       10     11 or more
-------------                       -      -        -        -        -        -       -        -        -       --     ----------

Flexible Premium                   10%     9%       8%       7%       6%       5%      4%       3%       2%      1%     0%
Contracts

One Year Flexible                  7%      6%       5%       4%       3%       2%      1%       0%       0%      0%     0%
Premium Contracts


ANNUAL CONTRACT FEE

 Maximum administrative fee (per year)(2) .................................................................... $30


SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of annual account value)(3)

    Standard Individual Deferred Variable Annuity(4)
         Mortality and expense risk fee......................................................... 1.00% yrs 1 - 10
                                            ........................................................ .90% yrs 11+

    Enhanced Individual Deferred Variable Annuity(4)
         Mortality and expense risk fee......................................................... 1.15% yrs 1 - 10
                                            ....................................................... 1.05% yrs 11+

    Optional Rider Expenses (as an equivalent annual percentage of average account value)(4)
     Enhanced Death Benefit Rider Option................................................................... 0.15%
     Enhanced Death Benefit and Guaranteed Minimum Annuitization Benefit Rider Option(5)................... 0.35%
     Enhanced Death Benefit, Guaranteed Minimum Annuitization Benefit, and
           Guaranteed Minimum Account Value Rider Option(6)................................................ 1.15%

<FN>
     (1) An amount  withdrawn  during a Contract  Year  referred  to as the Free
Withdrawal  Amount  will  not  be  subject  to a  withdrawal  charge.  The  Free
Withdrawal  Amount  is  12%  of  the  account  as of  the  most  recent  conract
anniversary. See "Withdrawal Charge."

     (2)The Annual  Contract Fee may be less than $30.00 per year,  based on the
Owner's  Account  Value.  The maximum charge imposed will be the lesser of 2% of
the Owner's  Account Value or $30.00 per year. The Annual Contract Fee is waived
if the Account Value equals or exceeds $50,000 on a Contract Anniversary.

     (3)The Variable Account expenses set forth apply exclusively to allocations
made to the Investment  Account(s) of the Variable Account.  Such charges do not
apply  to,  and will not be  assessed  against,  allocations  made to the  Fixed
Account(s).  The total  Variable  Account  expenses  shown  include the Standard
Contractual Death Benefit (See Death Proceeds Payment Provisions).  The Variable
Account expenses are deducted from the Account Value on a monthly basis.

     (4) The Standard  Individual  Deferred Variable Annuity Contract excludes a
Free  Withdrawal  Amount and the Long Term Care  Facility and  Terminal  Illness
Benefit  Rider.  The Enhanced  Individual  Deferred  Variable  Annuity  Contract
includes a Free  Withdrawal  Amount and the Long Term Care Facility and Terminal
Illness Benefit Rider. At the time of application, the applicant may also choose
any of the  optional  benefit  riders  which  may be  attached  to the  Enhanced
Individual  Deferred Variable  Annuity.  Should the applicant choose an Optional
Rider,  the Company  will deduct the  appropriate  rider charge from the Account
Value on a monthly basis.

     (5) The  total  current  charge  for the  Enhanced  Death  Benefit  and the
Guaranteed  Minimum  Annuitization  Benefit is 0.35%.  We  reserve  the right to
increase the total charge to 0.55%.

     (6) The total current charge for Enhanced Death Benefit, Guaranteed Minimum
Annuitization  Benefit and the Guaranteed  Minimum Account Value Rider is 1.15%.
We reserve the right to increase the total charge to 1.35%.

</FN>
                                       9
<PAGE>
                           EXPENSE TABLE (continued)

FUND ANNUAL EXPENSES (as a percentage of net assets of each Fund)
<S>                                                                  <C>                      <C>                    <C>
                                                                     Management/              Other               Total Fund
Portfolio                                                            Advisory Fee             Expenses          Annual Expenses
---------                                                            ------------             --------          ---------------

AUL American Series Fund, Inc.
  Equity Portfolio                                                   0.50%(7)                 0.13%                  0.63%
  Bond Portfolio                                                     0.50%(7)                 0.12%                  0.62%
  Managed Portfolio                                                  0.50%(7)                 0.12%                  0.62%
  Money Market Portfolio                                             0.40%(7)                 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 Income & Growth                                0.70%                    0.00%                  0.70%
  American Century VP International                                  1.50%                    0.00%                  1.50%(8)
Calvert Variable Series
  Calvert Social Mid Cap Growth Portfolio                            0.90%                    0.21%                  1.11%(9)
Fidelity Variable Insurance Products Fund
  Equity-Income Portfolio                                            0.50%                    0.08%                  0.58%(10)
  Growth Portfolio                                                   0.60%                    0.09%                  0.69%(10)
  High Income Portfolio                                              0.59%                    0.12%                  0.71%(10)
  Overseas Portfolio                                                 0.75%                    0.17%                  0.92%(10)
Fidelity Variable Insurance Products Fund II
  Asset Manager Portfolio                                            0.55%                    0.10%                  0.65%(10)
  Contrafund Portfolio                                               0.60%                    0.11%                  0.71%(10)
  Index 500 Portfolio                                                0.24%                    0.04%                  0.28%(11)
Janus Aspen Series
  Flexible Income Portfolio                                          0.65%                    0.07%                  0.72%
  Worldwide Growth Portfolio                                         0.65%                    0.05%                  0.70%(12)
PBHG Insurance Series Fund, Inc.
  Growth II Portfolio                                                0.75%                    0.42%                  1.17%(13)
  Technology & Communications Portfolio                              0.85%                    0.24%                  1.09%(13)
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                                        0.85%                    0.00%                  0.85%(14)
  T. Rowe Price Equity Mid-Cap Growth                                0.85%                    0.00%                  0.85%(14)
T. Rowe Price Fixed Income Series, Inc.
  T. Rowe Price Limited-Term Bond                                    0.70%                    0.00%                  0.70%(14)

<FN>

     (7)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.

     (8)  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.

     (9) "Other Expenses"  reflect an indirect fee. Net fund operating  expenses
after  reductions  for fees paid  indirectly  would be 1.02% for  Social Mid Cap
Growth.  Total  expenses have been restated to reflect  expenses  expected to be
incurred in 2000.

     (10) 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.

     (11) 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.

     (12)  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. All expenses are shown without the effect of expense
offset arrangements.

     (13) 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.

     (14) Management fee includes operating expenses.

</FN>
</TABLE>
                                       10
<PAGE>


EXAMPLES  (for any Investment Account)

     The following examples show expenses that a Contract Owner would pay at the
end of one,  three,  five or ten years if at the end of those time periods,  the
Contract  is  (1)  surrendered,  (2)  annuitized,  or  (3)  not  surrendered  or
annuitized.  The information  below represents  expenses on a $1,000 premium and
assumes a 5% return per year.  For a  Contract  that is  surrendered,  and for a
Contract that is  annuitized,  the example shows  expenses for Flexible  Premium
Contracts and One Year  Flexible  Premium  Contracts,  including a Mortality and
Expense Risk Fee of 1.10% years 1-10 and 1.05% years 11 and after and the Annual
Contract Fee. Expenses will be the same for both Contracts if not surrendered or
annuitized.   Column  (2)  reflects  an  assumption   that  a  life  annuity  or
survivorship  annuity is elected.  Under  certain  circumstances,  a  withdrawal
charge may apply upon  annuitization.  See  "Withdrawal  Charge." These examples
should not be considered a representation  of past or future  expenses.  Because
Fund expenses may vary, actual expenses may be greater or less than those shown.
The  assumed  5%  return  is  hypothetical   and  should  not  be  considered  a
representation of past or future returns,  which may be greater or less than the
assumed amount.

<TABLE>
<CAPTION>
                                    (1) If Your Contract                     (2) If your Contract              (3) If your Contract
                                        is Surrendered                            is Annuitized                is not Surrendered or
                                                                                                                     Annuitized

<S>                            <C>                 <C>                  <C>                 <C>                     <C>
                               Flexible Premium    One Year Flexible        Flexible        One Year Flexible
                                   Contracts       Premium Contracts    Premium Contracts   Premium Contracts       All Contracts
                               -----------------   -----------------    -----------------   -----------------       -------------
Investment Account
------------------

AUL American Equity
1 year                             $106.09           $ 84.44               $106.09             $ 84.44                $ 21.09
3 years                             141.43            112.71                141.43               64.83                  64.83
5 years                             171.57            141.17                110.76              110.76                 110.76
10 years                            247.82            236.13                236.13              236.13                 236.13

AUL American Bond
1 year                              105.98             84.34                105.98               84.34                  20.98
3 years                             141.13            112.39                141.13               64.50                  64.50
5 years                             171.04            140.62                110.20              110.20                 110.20
10 years                            246.68            234.98                234.98              234.98                 234.98

AUL American Managed
1 year                              105.98             84.34                105.98               84.34                  20.98
3 years                             141.13            112.39                141.13               64.50                  64.50
5 years                             171.04            140.62                110.20              110.20                 110.20
10 years                            246.68            234.98                234.98              234.98                 234.98

AUL American Money Market
1 year                              105.28             83.69                105.28               83.69                  20.28
3 years                             139.17            110.37                139.17               62.38                  62.38
5 years                             167.69            137.16                106.64              106.64                 106.64
10 years                            239.46            227.67                227.67              227.67                 227.67

Alger American Growth
1 year                              107.71             85.96                107.71               85.96                  22.71
3 years                             145.95            117.36                145.95               69.72                  69.72
5 years                             179.28            149.13                118.97              118.97                 118.97
10 years                            264.32            252.82                252.82              252.82                 252.82

Alger American Small Capitalization
1 year                              108.80             86.99                108.80                86.99                 23.80
3 years                             149.01            120.52                149.01                73.03                 73.03
5 years                             184.50            154.51                124.52               124.52                124.52
10 years                            275.41            264.03                264.03               264.03                264.03

American Century VP Income & Growth
1 year                              106.79             85.10                106.79               85.10                  21.79
3 years                             143.39            114.72                143.39               66.94                  66.94
5 years                             174.91            144.61                114.32              114.32                 114.32
10 years                            254.98            243.37                243.37              243.37                 243.37

American Century VP International
1 year                              114.80             92.60                114.80               92.60                  29.80
3 years                             165.59            137.61                165.59               90.97                  90.97
5 years                             212.53            183.43                154.34              154.34                 154.34
10 years                            333.70            323.00                323.00              323.00                 323.00

Calvert Social Mid Cap Growth
1 year                              110.89             88.94                110.89               88.94                  25.89
3 years                             154.81            126.50                154.81               79.30                  79.30
5 years                             194.35            164.67                134.99              134.99                 134.99
10 years                            296.10            284.97                284.97              284.97                 284.97


                                       11
<PAGE>


Examples  (for any Investment Account) (continued)
<CAPTION>

                                     (1) If Your Contract                     (2) If your Contract              (3) If your Contract
                                        is Surrendered                           is Annuitized                 is not Surrendered or
                                                                                                                    Annuitized

<S>                            <C>                 <C>                  <C>                 <C>                     <C>
                               Flexible Premium    One Year Flexible    Flexible            One Year Flexible
                                  Contracts        Premium Contracts    Premium Contracts   Premium Contracts      All Contracts
                               -----------------   -----------------    -----------------   -----------------      -------------
Investment Account
------------------

Fidelity VIP Equity-Income
1 year                             $105.58           $ 83.96               $105.58             $ 83.96                $ 20.58
3 years                             139.99            111.22                139.99               63.27                  63.27
5 years                             169.10            138.62                108.14              108.14                 108.14
10 years                            242.51            230.76                230.76              230.76                 230.76

Fidelity VIP Growth
1 year                              106.68             84.99                106.68               84.99                  21.68
3 years                             143.08            114.40                143.08               66.61                  66.61
5 years                             174.38            144.07                113.76              113.76                 113.76
10 years                            253.85            242.23                242.23              242.23                 242.23

Fidelity VIP High Income
1 year                              106.90             85.20                106.90               85.20                  21.90
3 years                             143.69            115.04                143.69               67.28                  67.28
5 years                             175.43            145.15                114.88              114.88                 114.88
10 years                            256.11            244.51                244.51              244.51                 244.51

Fidelity VIP Overseas
1 year                              108.99             87.16                108.99               87.16                  23.99
3 years                             149.52            121.05                149.52               73.59                  73.59
5 years                             185.37            155.41                125.45              125.45                 125.45
10 years                            277.24            265.89                265.89              265.89                 265.89

Fidelity VIP II Asset Manager
1 year                              106.27             84.62                106.27               84.62                  21.27
3 years                             141.95            113.24                141.95               65.39                  65.39
5 years                             172.45            142.07                111.70              111.70                 111.70
10 years                            249.71            238.04                238.04              238.04                 238.04

Fidelity VIP II Contrafund
1 year                              106.90             85.20                106.90               85.20                  21.90
3 years                             143.69            115.04                143.69               67.28                  67.28
5 years                             175.43            145.15                114.88              114.88                 114.88
10 years                            256.11            244.51                244.51              244.51                 244.51

Fidelity VIP II Index 500
1 year                              102.56             81.13                102.56               81.13                  17.56
3 years                             131.51            102.47                131.51               54.09                  54.09
5 years                             154.51            123.56                 92.62               92.62                  92.62
10 years                            210.79            198.68                198.68              198.68                 198.68

Janus Flexible Income
1 year                              106.97             85.27                106.97               85.27                  21.97
3 years                             143.90            115.25                143.90               67.50                  67.50
5 years                             175.78            145.52                115.25              115.25                 115.25
10 years                            256.86            245.27                245.27              245.27                 245.27

Janus Worldwide Growth
1 year                              106.79             85.10                106.79               85.10                  21.79
3 years                             143.39            114.72                143.39               66.94                  66.94
5 years                             174.91            144.61                114.32              114.32                 114.32
10 years                            254.98            243.37                243.37              243.37                 243.37


                                       12
<PAGE>
Examples  (for any Investment Account) (continued)
<CAPTION>

                                     (1) If Your Contract                     (2) If your Contract              (3) If your Contract
                                        is Surrendered                           is Annuitized                 is not Surrendered or
                                                                                                                    Annuitized

<S>                            <C>                 <C>                  <C>                 <C>                     <C>
                               Flexible Premium    One Year Flexible    Flexible            One Year Flexible
                                  Contracts        Premium Contracts    Premium Contracts   Premium Contracts      All Contracts
                               -----------------   -----------------    -----------------   -----------------      -------------
Investment Account
------------------

PBHG Growth II
1 year                              111.51             89.52                111.51               89.52                  26.51
3 years                             156.53            128.27                156.53               81.17                  81.17
5 years                             197.26            167.68                138.09              138.09                 138.09
10 years                            302.19            291.12                291.12              291.12                 291.12

PBHG Technology & Communications
1 year                              110.71             88.77                110.71               88.77                  25.71
3 years                             154.30            125.97                154.30               78.76                  78.76
5 years                             193.49            163.78                134.08              134.08                 134.08
10 years                            294.31            283.15                283.15              283.15                 283.15

SAFECO RST Equity
1 year                              107.38             85.65                107.38               85.65                  22.38
3 years                             145.03            116.41                145.03               68.72                  68.72
5 years                             177.71            147.50                117.30              117.30                 117.30
10 years                            260.97            249.43                249.43              249.43                 249.43

SAFECO RST Growth Opportunities
1 year                              107.71             85.96                107.71               85.96                  22.71
3 years                             145.95            117.36                145.95               69.72                  69.72
5 years                             179.28            149.13                118.97              118.97                 118.97
10 years                            264.32            252.82                252.82              252.82                 252.82

T. Rowe Price Equity Income
1 year                              108.29             86.51                108.29               86.51                  23.29
3 years                             147.59            119.05                147.59               71.49                  71.49
5 years                             182.07            152.00                121.94              121.94                 121.94
10 years                            270.25            258.81                258.81              258.81                 258.81

T. Rowe Price Limited-Term Bond
1 year                              106.79             85.10                106.79               85.10                  21.79
3 years                             143.39            114.72                143.39               66.94                  66.94
5 years                             174.91            144.61                114.32              114.32                 114.32
10 years                            254.98            243.37                243.37              243.37                 243.37

T. Rowe Price Mid-Cap Growth
1 year                              108.29             86.51                108.29               86.51                  23.29
3 years                             147.59            119.05                147.59               71.49                  71.49
5 years                             182.07            152.00                121.94              121.94                 121.94
10 years                            270.25            258.81                258.81              258.81                 258.81

</TABLE>

                                       13
<PAGE>

                   CONDENSED FINANCIAL INFORMATION


     The following table presents Condensed  Financial  Information with respect
to each of the Investment  Accounts of the Variable  Account for the period from
the date of first deposit on April 30, 1999 to December 31, 1999.  The following
tables  should be read in  conjunction  with the  Variable  Account's  financial
statements,  which are included in the  Variable  Account's  Semi-Annual  Report
dated as of June 30, 2000.
<TABLE>


<CAPTION>
    <S>                                 <C>                         <C>                           <C>


                                          Accumulation Unit Value    Accumulation Unit Value       Number of Accumulations Units
      Investment Account                  at beginning of period       at end of period            Outstanding at end of period
      ------------------                 ------------------------    -----------------------       -----------------------------

      AUL American Equity

          1999                                     $ 5.000 (04/30/99)       $ 4.561                          26,105.755

      AUL American Bond

          1999                                     $ 5.000 (04/30/99)       $ 4.951                          56,479.675

      AUL American Managed

          1999                                     $ 5.000 (04/30/99)       $ 4.726                          48,423.161

      AUL American Money Market

          1999                                     $ 1.000 (04/30/99)       $ 1.031                       2,004,240.489

      Alger Amercian Growth

          1999                                     $ 5.000 (04/30/99)       $ 6.028                         732,953.782


      American Century VP Income & Growth

          1999                                     $ 5.000 (04/30/99)       $ 5.586                          23,496.693

      American Century VP International

          1999                                     $ 5.000 (04/30/99)       $ 7.754                          15,099.581

      Fidelity Asset Manager

          1999                                     $ 5.000 (04/30/99)       $ 5.383                         320,165.395

      Fidelity Contrafund

          1999                                     $ 5.000 (04/30/99)       $ 5.767                         351,784.292

      Fidelity Equity-Income

          1999                                     $ 5.000 (04/30/99)       $ 4.784                         148,239.966

      Fidelity Growth

          1999                                     $ 5.000 (04/30/99)       $ 6.310                         483,746.724

      Fidelity High Income

          1999                                     $ 5.000 (04/30/99)       $ 4.900                          79,913.011

      Fidelity Index 500

          1999                                     $ 5.000 (04/30/99)       $ 5.538                         679,941.695

      Fidelity Overseas

          1999                                     $ 5.000 (04/30/99)       $ 6.644                          26,030.249

      Janus Aspen Series Flexible Income

          1999                                     $ 5.000 (04/30/99)       $ 5.005                          56,702.899

      Janus Aspen Series Worldwide Growth

          1999                                     $ 5.000 (04/30/99)       $ 7.578                         235,300.920

      PBHG Growth II

          1999                                     $ 5.000 (04/30/99)       $ 8.613                          36,740.188

      PBHG Technology & Communications

          1999                                     $ 5.000 (04/30/99)       $12.408                         320,092.795

      SAFECO RST Equity

          1999                                     $ 5.000 (04/30/99)       $ 5.009                         139,120.064

      SAFECO RST Growth Opportunities

          1999                                     $ 5.000 (04/30/99)       $ 5.784                          29,590.681

      T. Rowe Price Equity Income

          1999                                     $ 5.000 (04/30/99)       $ 4.705                         330,769.446

</TABLE>

                                       14
<PAGE>

                     PERFORMANCE OF THE INVESTMENT ACCOUNTS

     The  following  tables  present  the return on  investment  for each of the
Investment  Accounts.  The return on investment  figures in the first and second
tables (including charges) represents a change in an Accumulation Unit allocated
to an Investment Account and takes into account Variable Account charges such as
the  mortality  and expense  risk  charge,  withdrawal  charges,  and a pro-rata
portion of the  administrative  charge.  The return on investment figures in the
third table  (excluding  charges) include the mortality and expense risk charge,
but do not reflect the deduction of withdrawal  charges or a pro rata portion of
the administrative  charge. For the periods that a particular Investment Account
has been in operation (see the Inception Date of Investment Account column), the
figures represent actual performance. Therefore, the performance figures for the
Lessor of One Year or Since  Inception  represent  actual  performance.  For the
periods that precede the creation of the Investment  Account, if the mutual fund
portfolio was in existence (see  Inception Date of Mutual Fund column),  results
represent  hypothetical  returns that the Investment Accounts that invest in the
corresponding  Mutual Fund  Portfolios  would have achieved had they invested in
such Portfolios for the periods indicated.  Therefore,  the performance  figures
for the 3 year,  5 year,  and the Lessor of 10 Years or Since  Inception  may be
hypothetical,  or they may represent actual performance,  based on the inception
date of a particular Investment Account and the mutual fund portfolio.

<TABLE>
<CAPTION>

<CAPTION>

                                Performance (including charges) for Flexible Premium Contracts

                                            ACTUAL PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                        |
                                                             Average    |   Average       Average       Average        Average
                                                             Annual     |    Annual        Annual        Annual         Annual
                                                           Return on    |  Return on     Return on     Return on      Return on
                               Inception     Inception     Investment   |  Investment    Investment    Investment     Investment
                                Date of       Date of     for lessor of | for 1 Year    for 3 Years   for 5 Years   for lesser of
                                Mutual      Investment      1 Year or   |   ending        ending        ending       10 Years or
Investment Account               Fund         Account    Since Inception|  12/31/99*      12/31/99*     12/31/99*   Since Inception*
------------------               ----         -------       --------    |  --------       --------      --------    ---------------
<S>                            <C>         <C>             <C>          |  <C>            <C>           <C>           <C>
                                                                        |
AUL American Equity             4/10/90    04/30/99        (26.90%)     |  (12.10%)        6.57%         11.26%        (26.90%)
AUL American Bond               4/10/90    04/30/99        (17.31%)     |  (12.41%)        0.56%          3.92%        (17.31%)
AUL American Managed            4/10/90    04/30/99        (22.90%)     |  (12.04%)        4.50%          8.51%        (22.90%)
AUL American Money Market       4/10/90    04/30/99        (12.04%)     |   (7.28%)        0.36%          1.98%        (12.04%)
Alger American Growth           1/09/89    04/30/99         11.12%      |   18.49%        29.75%         27.28%         20.84%
Alger American Small                                                    |
 Capitalization                 9/20/88    05/01/00           n.a.      |   11.11%         5.74%         11.88%         11.42%
American Century VP Income &                                            |
 Growth                        10/30/97    04/30/99         (0.89%)     |    4.53%          n.a.           n.a.         (0.89%)
American Century VP                                                     |
 International                  5/01/94    04/30/99         62.15%      |   45.37%        26.57%         20.83%         62.15%
Calvert Social Mid Cap Growth   7/16/91    04/30/99         (9.81%)     |   (5.25%)       14.60%         17.41%         (9.81%)
Fidelity VIP Equity-Income     10/09/86    04/30/99        (21.48%)     |   (5.82%)       10.06%         15.29%         12.56%
Fidelity VIP Growth            10/09/86    04/30/99         19.01%      |   21.77%        27.58%         26.12%         17.92%
Fidelity VIP High Income        9/19/85    04/30/99        (18.60%)     |   (4.20%)        2.20%          7.76%         10.54%
Fidelity VIP Overseas           1/28/87    04/30/99         28.57%      |   26.37%        16.31%         14.10%          9.55%
Fidelity VIP II Asset Manager   9/06/89    04/30/99         (6.25%)     |   (1.59%)       10.59%         12.40%         11.24%
Fidelity VIP II Contrafund      1/03/95    04/30/99          3.97%      |   10.08%        20.70%           n.a.          3.97%
Fidelity VIP II Index 500       8/27/92    04/30/99         (2.17%)     |    6.75%        21.64%         24.58%         (2.17%)
Janus Flexible Income           9/13/93    04/30/99        (15.96%)     |  (10.00%)        2.80%          7.78%        (15.96%)
Janus Worldwide Growth          9/13/93    04/30/99         56.67%      |   45.72%        31.46%         29.89%         56.67%
PBHG Growth II                  5/01/97    04/30/99         89.86%      |   75.65%          n.a.           n.a.         89.86%
PBHG Technology                                                         |
 & Communications               5/01/97    04/30/99        228.43%      |  196.44%          n.a.           n.a.        228.43%
SAFECO RST Equity               4/03/87    04/30/99        (15.87%)     |   (3.18%)       14.33%         18.89%         15.38%
SAFECO RST Growth                                                       |
 Opportunities                  1/07/93    04/30/99          4.41%      |   (6.16%)       10.90%         20.26%          4.41%
T. Rowe Price Equity Income     3/31/94    04/30/99        (23.40%)     |   (8.14%)        8.52%         15.30%        (23.40%)
T. Rowe Price Limited-Term Bond 3/29/95    05/01/00           n.a.      |  (11.14%)       (0.20%)          n.a.          0.53%
T. Rowe Price Mid-Cap Growth   12/31/96    05/01/00           n.a.      |    9.04%        15.69%           n.a.         16.11%

* For the periods  that a  particular  Investment  Account has been in existence
(see  Inception  Date of Investment  Account  column) the  performance is actual
performance and not hypothetical in nature.  For the Lesser of 10 Years or Since
Inception  (the last  column),  if the Mutual Fund has been in existence  for 10
Years, then the return reflects hypothetical  performance of the mutual fund; if
the mutual fund has not been in existence for 10 Years, then the return reflects
actual performance of the Investment Account.

                                       15
<PAGE>

<CAPTION>

               PERFORMANCE OF THE INVESTMENT ACCOUNTS (continued)

                                Performance (including charges) for One Year Flexible Premium Contracts

                                            ACTUAL PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                        |
                                                             Average    |   Average       Average       Average        Average
                                                             Annual     |    Annual        Annual        Annual         Annual
                                                           Return on    |  Return on     Return on     Return on      Return on
                               Inception     Inception     Investment   |  Investment    Investment    Investment     Investment
                                Date of       Date of     for lessor of | for 1 Year    for 3 Years   for 5 Years   for lesser of
                                Mutual      Investment      1 Year or   |   ending        ending        ending       10 Years or
Investment Account               Fund         Account    Since Inception|  12/31/99*      12/31/99*     12/31/99*   Since Inception*
------------------               ----         -------       --------    |  --------       --------      --------    ---------------
<S>                            <C>         <C>             <C>          |  <C>            <C>           <C>           <C>
                                                                        |
AUL American Equity             4/10/90    04/30/99        (23.21%)     |   (9.17%)        7.72%         11.96%        (23.21%)
AUL American Bond               4/10/90    04/30/99        (13.14%)     |   (9.49%)        1.65%          4.57%        (13.14%)
AUL American Managed            4/10/90    04/30/99        (19.01%)     |   (9.10%)        5.63%          9.19%        (19.01%)
AUL American Money Market       4/10/90    04/30/99         (7.61%)     |   (4.19%)        1.44%          2.62%         (7.61%)
Alger American Growth           1/09/89    04/30/99         16.72%      |   22.44%        31.14%         28.09%         20.96%
Alger American Small                                                    |
 Capitalization                 9/20/88    05/01/00           n.a.      |   14.82%         6.88%         12.59%         11.53%
American Century VP Income &                                            |
 Growth                        10/30/97    04/30/99          4.10%      |    8.01%          n.a.           n.a.          4.10%
American Century VP                                                     |
 International                  5/01/94    04/30/99         70.32%      |   50.21%        27.93%         21.59%         70.32%
Calvert Social Mid Cap Growth   7/16/91    04/30/99         (5.26%)     |   (2.09%)       15.83%         18.15%         (5.26%)
Fidelity VIP Equity-Income     10/09/86    04/30/99        (17.52%)     |   (2.68%)       11.25%         16.02%         12.67%
Fidelity VIP Growth            10/09/86    04/30/99         25.01%      |   25.82%        28.95%         26.91%         18.04%
Fidelity VIP High Income        9/19/85    04/30/99        (14.50%)     |   (1.01%)        3.30%          8.44%         10.65%
Fidelity VIP Overseas           1/28/87    04/30/99         35.05%      |   30.58%        17.56%         14.81%          9.66%
Fidelity VIP II Asset Manager   9/06/89    04/30/99         (1.53%)     |    1.69%        11.77%         13.10%         11.35%
Fidelity VIP II Contrafund      1/03/95    04/30/99          9.21%      |   13.74%        22.00%           n.a.          9.21%
Fidelity VIP II Index 500       8/27/92    04/30/99          2.76%      |   10.31%        22.95%         25.37%          2.76%
Janus Flexible Income           9/13/93    04/30/99        (11.73%)     |   (7.00%)        3.90%          8.46%        (11.73%)
Janus Worldwide Growth          9/13/93    04/30/99         64.57%      |   50.58%        32.88%         30.71%         64.57%
PBHG Growth II                  5/01/97    04/30/99         99.43%      |   81.51%          n.a.           n.a.         99.43%
PBHG Technology                                                         |
 & Communications               5/01/97    04/30/99        244.98%      |  206.32%          n.a.           n.a.        244.98%
SAFECO RST Equity               4/03/87    04/30/99        (11.63%)     |    0.05%        15.56%         19.64%         15.50%
SAFECO RST Growth                                                       |
 Opportunities                  1/07/93    04/30/99          9.68%      |   (3.03%)       12.09%         21.01%          9.68%
T. Rowe Price Equity Income     3/31/94    04/30/99        (19.54%)     |   (5.07%)        9.69%         16.03%        (19.54%)
T. Rowe Price Limited-Term Bond 3/29/95    05/01/00           n.a.      |   (8.18%)        0.88%           n.a.          1.20%
T. Rowe Price Mid-Cap Growth   12/31/96    05/01/00           n.a.      |   12.67%        16.94%           n.a.         17.34%

* For the periods  that a  particular  Investment  Account has been in existence
(see  Inception  Date of Investment  Account  column) the  performance is actual
performance and not hypothetical in nature.  For the Lesser of 10 Years or Since
Inception  (the last  column),  if the Mutual Fund has been in existence  for 10
Years, then the return reflects hypothetical  performance of the mutual fund; if
the mutual fund has not been in existence for 10 Years, then the return reflects
actual performance of the Investment Account.

                                       16
<PAGE>

               Performance (excluding charges) for All Contracts

                                            ACTUAL PERFORMANCE          |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                        |
                                                             Average    |   Average       Average       Average        Average
                                                             Annual     |    Annual        Annual        Annual         Annual
                                                           Return on    |  Return on     Return on     Return on      Return on
                               Inception     Inception     Investment   |  Investment    Investment    Investment     Investment
                                Date of       Date of     for lessor of | for 1 Year    for 3 Years   for 5 Years   for lesser of
                                Mutual      Investment      1 Year or   |   ending        ending        ending       10 Years or
Investment Account               Fund         Account    Since Inception|  12/31/99*      12/31/99*     12/31/99*   Since Inception*
------------------               ----         -------       --------    |  --------       --------      --------    ---------------
<S>                            <C>         <C>             <C>          |  <C>            <C>           <C>           <C>
                                                                        |
AUL American Equity             4/10/90    04/30/99        (14.38%)     |   (2.33%)        9.57%         12.65%        (14.38%)
AUL American Bond               4/10/90    04/30/99         (3.15%)     |   (2.67%)        3.40%          5.21%         (3.15%)
AUL American Managed            4/10/90    04/30/99         (9.70%)     |   (2.26%)        7.45%          9.86%         (9.70%)
AUL American Money Market       4/10/90    04/30/99          3.02%      |    3.03%         3.19%          3.25%          3.02%
Alger American Growth           1/09/89    04/30/99         30.15%      |   31.65%        33.40%         28.87%         20.96%
Alger American Small                                                    |
 Capitalization                 9/20/88    05/01/00           n.a.      |   23.46%         8.72%         13.28%         11.53%
American Century VP Income &                                            |
 Growth                        10/30/97    04/30/99         16.07%      |   16.14%          n.a.           n.a.         16.07%
American Century VP                                                     |
 International                  5/01/94    04/30/99         89.91%      |   61.52%        30.14%         22.34%         89.91%
Calvert Social Mid Cap Growth   7/16/91    04/30/99          5.63%      |    5.28%        17.83%         17.83%          5.63%
Fidelity VIP Equity-Income     10/09/86    04/30/99         (8.04%)     |    4.64%        13.17%         16.73%         12.67%
Fidelity VIP Growth            10/09/86    04/30/99         39.39%      |   35.29%        31.17%         27.69%         18.04%
Fidelity VIP High Income        9/19/85    04/30/99         (4.66%)     |    6.44%         5.09%          9.10%         10.65%
Fidelity VIP Overseas           1/28/87    04/30/99         50.59%      |   40.41%        19.59%         15.52%          9.66%
Fidelity VIP II Asset Manager   9/06/89    04/30/99          9.80%      |    9.34%        13.70%         13.80%         11.35%
Fidelity VIP II Contrafund      1/03/95    04/30/99         21.77%      |   22.31%        24.10%           n.a.         21.77%
Fidelity VIP II Index 500       8/27/92    04/30/99         14.58%      |   18.62%        25.07%         26.13%         14.58%
Janus Flexible Income           9/13/93    04/30/99         (1.57%)     |    0.00%         5.70%          9.13%         (1.57%)
Janus Worldwide Growth          9/13/93    04/30/99         83.49%      |   61.92%        35.17%         31.51%         83.49%
PBHG Growth II                  5/01/97    04/30/99        122.37%      |   95.17%          n.a.           n.a.        122.37%
PBHG Technology                                                         |
 & Communications               5/01/97    04/30/99        284.66%      |  229.38%          n.a.           n.a.        284.66%
SAFECO RST Equity               4/03/87    04/30/99         (1.47%)     |    7.58%        17.56%         20.37%         15.50%
SAFECO RST Growth                                                       |
 Opportunities                  1/07/93    04/30/99         22.29%      |    4.27%        14.03%         21.75%         22.29%
T. Rowe Price Equity Income     3/31/94    04/30/99        (10.29%)     |    2.07%        11.58%         16.74%        (10.29%)
T. Rowe Price Limited-Term Bond 3/29/95    05/01/00           n.a.      |   (1.27%)        2.62%           n.a.          1.85%
T. Rowe Price Mid-Cap Growth   12/31/96    05/01/00           n.a.      |   21.15%        18.95%           n.a.         18.95%

* For the periods  that a  particular  Investment  Account has been in existence
(see  Inception  Date of Investment  Account  column) the  performance is actual
performance and not hypothetical in nature.  For the Lesser of 10 Years or Since
Inception  (the last  column),  if the Mutual Fund has been in existence  for 10
Years, then the return reflects hypothetical  performance of the mutual fund; if
the mutual fund has not been in existence for 10 Years, then the return reflects
actual performance of the Investment Account.
</TABLE>


                                       17
<PAGE>

           INFORMATION ABOUT AUL, THE VARIABLE ACCOUNT, AND THE FUNDS
                   AMERICAN UNITED LIFE INSURANCE COMPANY(R)


     AUL is a stock  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.

     On December 17, 2000, AUL converted 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.  Upon the  conversion,  the insurance  company issued 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,  which in turn would 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  was  previously  a  mutual  life  insurance   company,   owners
("policyholders")  of  AUL's  annuity  contracts  and  life  insurance  policies
("policies") had 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. Upon the conversion,
policyholders  continue to be policyholders in the same insurance  company,  but
they no longer have a  membership  interest in the  insurance  company;  rather,
policyholders  have membership  interests in the Mutual Holding  Company.  These
interests  in the  Mutual  Holding  Company  are  substantially  the same as the
membership  interests  that  policyholders  had 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  conversion has been approved by AUL  policyholders  and the
Insurance Commissioner of Indiana.  Under the conversion,  the insurance company
name did not change.  The Mutual Holding  Company name is American United Mutual
Insurance  Holding  Company.  The  Stock  Holding  Company  Name  is  OneAmerica
Financial Partners, Inc.


     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.

VARIABLE ACCOUNT

     AUL American  Individual Variable Annuity Unit Trust was established by AUL
on November  11,  1998,  under  procedures  established  under  Indiana law. The
income,  gains,  or losses of the  Variable  Account are  credited to or charged
against  the assets of the  Variable  Account  without  regard to other  income,
gains,  or losses of AUL.  Assets in the Variable  Account  attributable  to the
reserves and other  liabilities  under the  Contracts  are not  chargeable  with
liabilities  arising from any other  business  that AUL  conducts.  AUL owns the
assets in the Variable Account and is required to maintain  sufficient assets in
the  Variable  Account  to meet  all  Variable  Account  obligations  under  the
Contracts.   AUL  may  transfer  to  its  General  Account  assets  that  exceed
anticipated  obligations of the Variable Account.  All obligations arising under
the Contracts are general  corporate  obligations of AUL. AUL may invest its own
assets in the Variable  Account,  and may  accumulate  in the  Variable  Account
proceeds  from  Contract  charges and  investment  results  applicable  to those
assets.

     The Variable Account is currently divided into sub-accounts  referred to as
Investment  Accounts.  Each Investment Account invests  exclusively in shares of
one of the Funds.  Premiums may be allocated to one or more Investment  Accounts
available  under  a  Contract.  AUL  may  in  the  future  establish  additional
Investment  Accounts  of  the  Variable  Account,  which  may  invest  in  other
securities, mutual funds, or investment vehicles.

     The Variable  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Variable Account or of AUL.

THE FUNDS

     Each of the Funds is a diversified,  open-end management investment company
commonly referred to as a mutual fund, or a portfolio thereof. Each of the Funds
is  registered  with the SEC  under  the 1940 Act.  Such  registration  does not
involve  supervision  by the SEC of the  investments  or investment  policies or
practices of the Fund. Each Fund has its own investment  objective or objectives
and policies.  The shares of a Fund are  purchased by AUL for the  corresponding
Investment  Account at the Fund's net asset value per share,  i.e.,  without any
sales load.  All dividends and capital gain  distributions  received from a Fund
are automatically  reinvested in such Fund at net asset value,  unless otherwise


                                       18
<PAGE>

instructed    by   AUL.   AUL   has   entered   into    agreements    with   the
Distributors/Advisers  of American Century Variable  Portfolios,  Inc.,  Calvert
Variable Series, 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 its
Contract  Owners  and/or  Participants  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.

     The  investment  advisers of the Funds are identified on page 5. All of the
investment  advisers are  registered  with the SEC as investment  advisers.  The
Funds offer their  shares as  investment  vehicles to support  variable  annuity
contracts.  The advisers or  distributors to certain of the Funds may advise and
distribute  other  investment  companies that offer their shares directly to the
public,  some of which have names similar to the names of the Funds in which the
Investment  Accounts invest.  These investment  companies  offered to the public
should not be confused with the Funds in which the Investment  Accounts  invest.
The Funds are described in their prospectuses, which accompany this prospectus.

     A  summary  of the  investment  objective  or  objectives  of each  Fund is
provided  below.  There  can be no  assurance  that any Fund  will  achieve  its
objective  or  objectives.   More  detailed  information  is  contained  in  the
Prospectus for the Funds, including information on the risks associated with the
investments and investment techniques of each Fund.

AUL AMERICAN SERIES FUND, INC.

AUL AMERICAN EQUITY PORTFOLIO

     The primary  investment  objective of the AUL American Equity  Portfolio is
long-term capital  appreciation.  The 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 INCOME & GROWTH

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

                                       19
<PAGE>

AMERICAN CENTURY VP INTERNATIONAL

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

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

CALVERT VARIABLE SERIES

CALVERT SOCIAL MID CAP GROWTH

     The  Calvert  Social Mid Cap  Growth  Portfolio  is a socially  responsible
growth  Portfolio  that  seeks  long-term  capital   appreciation  by  investing
primarily in a  nondiversified  portfolio of the equity  securities of mid-sized
companies  that  are   undervalued  but  demonstrate  a  potential  for  growth.
Investments are selected on the basis of their ability to contribute to the dual
objectives  of their  financial  soundness  and social  criteria.  Although  the
Porfolio's  social  criteria  tend  to  limit  the  availability  of  investment
opportunities  more than is  customary  with  other  investment  companies,  the
Advisor  believes there are sufficient  investment  opportunities to permit full
investment  among issuers which satisfy the  Portfolio's  investment  and social
objectives.

FOR ADDITIONAL  INFORMATION  CONCERNING  CALVERT VARIABLE SERIES,  INC., AND THE
CALVERT SOCIAL MID CAP GROWTH PORTFOLIO, PLEASE SEE THE CALVERT VARIABLE SERIES,
INC. PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND

VIP EQUITY-INCOME PORTFOLIO

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

VIP GROWTH PORTFOLIO

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

                                       20
<PAGE>

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  invests at least 80% of assets in
common stocks included in the S&P 500.

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

JANUS ASPEN SERIES

FLEXIBLE INCOME PORTFOLIO

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

WORLDWIDE GROWTH PORTFOLIO

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

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


PBHG INSURANCE SERIES FUNDS, INC.

PBHG GROWTH II PORTFOLIO

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

PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO

     The primary objective of the PBHG Technology & Communications  Portfolio is
long-term  growth of capital.  Current  income is incidental to the  Portfolio's
objective.  The  Portfolio  will  normally  invest in common stocks of companies
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 ADDITIONAL  INFORMATION  CONCERNING THE PBHG INSURANCE SERIES FUND, INC. AND
ITS  PORTFOLIOS,  PLEASE SEE THE PBHG INSURANCE  SERIES FUND,  INC.  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.

                                       21
<PAGE>

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.


                                 THE CONTRACTS

GENERAL

     The  Contracts  are offered for use in  connection  with non-tax  qualified
retirement  plans by an  individual.  The Contracts are also eligible for use in
connection   with  certain  tax  qualified   retirement   plans  that  meet  the
requirements of Sections 401, 403(b),  408 or 408A of the Internal Revenue Code.
Certain Federal tax advantages are currently  available to retirement plans that
qualify as (1)  self-employed  individuals'  retirement plans under Section 401,
such as HR-10  Plans,  (2) pension or  profit-sharing  plans  established  by an
employer for the benefit of its employees  under Section 401, (3) Section 403(b)
annuity  purchase  plans  for  employees  of  public  schools  or a  charitable,
educational,  or scientific organization described under Section 501(c)(3),  and
(4) individual retirement accounts or annuities,  including those established by
an  employer  as a  simplified  employee  pension  plan or SIMPLE IRA plan under
Section 408, Roth IRA plan under Section 408A or (5) deferred compensation plans
for  employees  established  by a unit of a state  or local  government  or by a
tax-exempt organization under Section 457.


           PREMIUMS AND ACCOUNT VALUES DURING THE ACCUMULATION PERIOD

APPLICATION FOR A CONTRACT

     Any person or, in the case of Qualified Plans, any qualified  organization,
wishing to purchase a Contract must submit an application and an initial premium
to AUL,  and provide any other form or  information  that AUL may  require.  AUL
reserves the right to reject an application  or premium for any reason,  subject
to AUL's underwriting standards and guidelines.

PREMIUMS UNDER THE CONTRACTS

     Premiums  under Flexible  Premium  Contracts may be made at any time during
the Contract Owner's life and before the Contract's  Annuity Date.  Premiums for
Flexible  Premium  Contracts  may vary in amount and  frequency but each premium
payment must be at least $50 if paying  premiums  through monthly APP (Automatic
Premium Payment).  Otherwise, the minimum is $1,000. Premiums may not total more
than $1 million in each of the first two contract years. In subsequent  Contract
Years,  premiums may not exceed $15,000 for  non-Qualified  contracts or $30,000
for Qualfied contracts, unless otherwise agreed to by AUL.

     For One Year Flexible  Premium  Contracts,  premiums may vary in amount and
frequency except that additional premiums will only be accepted during the first
Contract Year.  Each such premium  payment must be at least $500;  premiums must
total at least $5,000 in the first  Contract  Year for  non-qualified  plans and
$2,000 in the first Contract Year for qualified plans, and all premiums combined
may not exceed $1,000,000 unless otherwise agreed to by AUL.

     If the minimum premium amounts under Flexible  Premium or One Year Flexible
Premium  Contracts  are not met, AUL may,  after 60 days notice,  terminate  the
Contract  and pay an  amount  equal  to the  Account  Value  as of the  close of
business  on the  effective  date of  termination.  AUL may change  the  minimum
premiums permitted under a Contract,  and may waive any minimum required premium
at its discretion.

     Annual premiums under any Contract purchased in connection with a Qualified
Plan will be subject to maximum limits imposed by the Internal  Revenue Code and
possibly by the terms of the  Qualified  Plan.  See the  Statement of Additional
Information for a discussion of these limits or consult the pertinent  Qualified
Plan document. Such limits may change without notice.

     Initial  premiums  must be  credited to a Contract no later than the end of
the second  Business Day after it is received by AUL at its Home Office if it is
preceded  or  accompanied  by a  completed  application  that  contains  all the
information  necessary  for issuing the  Contract  and  properly  crediting  the
premium.  If AUL does not  receive a complete  application,  AUL will notify the
applicant that AUL does not have the necessary  information to issue a Contract.
If the  necessary  information  is not provided to AUL within five Business Days
after the Business Day on which AUL first receives an initial  premium or if AUL
determines  it cannot  otherwise  issue a Contract,  AUL will return the initial
premium to the  applicant,  unless  consent is  received  to retain the  initial
premium until the application is made complete.

     Subsequent  premiums  (other than initial  premiums) are


                                       22
<PAGE>

credited as of the end of the Valuation Period in which they are received by AUL
at its Home Office.

RIGHT TO EXAMINE PERIOD

     The Owner has the right to return the  Contract  for any reason  within the
Right to  Examine  Period  which is a ten day  period  beginning  when the Owner
receives the Contract.  If a particular state requires a longer Right to Examine
Period,  then eligible Owners in that state will be allowed the longer statutory
period in which to return the  Contract.  The returned  Contract  will be deemed
void and AUL will refund the Account Value as of the end of the Valuation Period
in which AUL receives the Contract  plus any amounts  deducted for premium taxes
and contract  expenses.  The Contract Owner bears the investment risk during the
period  prior to the  Company's  receipt of request for  cancellation.  AUL will
refund the premium paid in those states where required by law and for individual
retirement annuities (if returned within seven days of receipt).

ALLOCATION OF PREMIUMS

     In the Policy application,  the Owner specifies the percentage of a Premium
to be allocated to the investment accounts and to the Fixed Account(s).  The sum
of the  allocations  must equal 100%,  with at least 1% of each Premium  payment
allocated to each account  selected.  All Premium  allocations  must be in whole
percentages.  AUL reserves the right to limit the number of Investment  Accounts
to which  premiums  may be  allocated.  The  Owner  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 the
notice.

     The  initial  Premium   generally  is  allocated  to  the  available  Fixed
Account(s)  and the  Investment  Accounts  in  accordance  with  the  allocation
instructions  on the date we receive the premium at our Home Office.  Subsequent
premiums are  allocated as of the end of the  Valuation  Period  during which we
receive the premium at our Home Office.

     In those states that require the refund of the greater of premiums  paid or
Account  Value,  we  generally  allocate  all  premiums  received to our General
Account  prior to the end of the  "right  to  examine"  period.  We will  credit
interest  daily on  Premiums  so  allocated.  However,  we reserve  the right to
allocate premiums to the available Fixed Account(s) and the Investment  Accounts
of the Separate Account in accordance with the allocation  instructions prior to
the  expiration  of the "right to  examine"  period.  At the end of the Right to
Examine period, we transfer the Net Premium and interest to the Fixed Account(s)
and  the  Investment   Accounts  based  on  the  percentages   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 Contract Date.

TRANSFERS OF ACCOUNT VALUE

     All or part of an  Owner's  Account  Value  may be  transferred  among  the
Investment  Accounts of the Variable Account or to the Fixed Account at any time
during the Accumulation  Period upon receipt of Proper Notice by AUL at its Home
Office. Transfers may be made by telephone if a Telephone Authorization Form has
been  properly  completed  and received by AUL at its Home  Office.  The minimum
amount that may be transferred  from any one  Investment  Account is $500 or, if
less than $500, the Owner's remaining  Account Value in the Investment  Account,
provided  however,  that  amounts  transferred  from  the  Fixed  Account  to an
Investment  Account  during any given  Contract  Year  cannot  exceed 20% of the
Owner's  Non-MVA Fixed Account Value as of the beginning of that Contract  Year.
If, after any  transfer,  the Owner's  remaining  Account Value in an Investment
Account or in the Fixed Account would be less than $500,  then such request will
be treated as a request for a transfer of the entire Account  Value.  Currently,
there are no limitations on the number of transfers between Investment  Accounts
available  under a Contract or the Fixed  Account.  In addition,  no charges are
currently imposed upon transfers.  AUL reserves the right,  however, at a future
date,  to change the  limitation  on the minimum  transfer,  to assess  transfer
charges,  to change  the limit on  remaining  balances,  to limit the number and
frequency of transfers,  and to suspend the transfer  privilege or the telephone
transfer authorization.  Any transfer from an Investment Account of the Variable
Account  shall be  effected  as of the end of the  Valuation  Date in which  AUL
receives the request in proper form. AUL has  established  procedures to confirm
that instructions  communicated by telephone are genuine,  which include the use
of personal identification numbers and recorded telephone calls. Neither AUL nor
its agents,  will be liable for acting upon instructions  believed by AUL or its
agents to be genuine, provided AUL has complied with its procedures.

     Part of a Contract Owner's Fixed Account Value may be transferred to one or
more Investment  Accounts of the Variable Account during the Accumulation Period
subject to certain limitations as described in "The Fixed Account."

DOLLAR COST AVERAGING PROGRAM

     Owners who wish to purchase units of an Investment Account over a period of
time may do so through the Dollar Cost Averaging ("DCA") Program.  The theory of
dollar  cost  averaging  is that  greater  numbers  of  Accumulation  Units  are
purchased at times when the unit prices are  relatively  low than are  purchased
when the prices are higher.  This has the  effect,  when  purchases  are made at
different  prices,  of reducing the aggregate average cost per Accumulation Unit
to less than the average of the  Accumulation  Unit prices on the same  purchase
dates.  However,  participation  in the Dollar Cost  Averaging  Program does not
assure a Contract Owner of greater profits from the purchases under the Program,
nor will it prevent or necessarily alleviate losses in a declining market.

     For example, assume that a Contract Owner requests that $1,000 per month be
transferred from the Money Market Investment  Account to the AUL American Equity
Investment  Account.  The following table  illustrates the effect of dollar cost
averaging over a six month period.

                                       23
<PAGE>


                    Transfer          Unit            Units
      Month          Amount           Value         Purchased
      -----          ------           -----         ---------

        1            $1,000            $20             50
        2            $1,000            $25             40
        3            $1,000            $30             33.333
        4            $1,000            $40             25
        5            $1,000            $35             28.571
        6            $1,000            $30             33.333

The average  price per unit for these  purchases is the sum of the prices ($180)
divided by the number of monthly  transfers  (6) or $30.  The  average  cost per
Accumulation Unit for these purchases is the total amount  transferred  ($6,000)
divided by the total number of Accumulation Units purchased (210.237) or $28.54.
THIS TABLE IS FOR ILLUSTRATIVE PURPOSES ONLY AND IS NOT REPRESENTATIVE OF FUTURE
RESULTS.

Initial Dollar Cost Averaging Program

     Under the  Initial  DCA  Program,  the  owner  deposits  premiums  into the
Enhanced  Averaging  Fixed Account and authorizes AUL to transfer an amount that
is  recalculated  on a monthly basis from the Enhanced  Averaging  Fixed Account
into one or more 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.  These  transfers  will  continue  automatically  over a 6 or 12 month
period.  To  participate in the Program,  a minimum  deposit of $10,000 into the
Enhanced Averaging Fixed Account is required.

     Transfers  to any of the  Fixed  Account(s)  are not  permitted  under  the
Initial  Dollar  Cost  Averaging  Program.  AUL offers the  Initial  Dollar Cost
Averaging Program to Contract Owners at no charge,  and the Company reserves the
right to terminate,  change or temporarily  discontinue the Program at any time.
Contract Owners may accelerate transfers into one or more Investment Accounts or
discontinue  participation in the Program at any time by providing Proper Notice
to AUL.  AUL must  receive  Proper  Notice of such a change  at least  five days
before a previously scheduled transfer is to occur.

     Contract Owners may only elect to participate in the Initial DCA Program at
issue. The Program will take effect on the first monthly transfer date following
the premium receipt by AUL at its Home Office.  The initial  transfer will occur
30 days after expiration of the "Right to Examine" period.  Subsequent transfers
will occur at 30 day intervals after the date of the initial transfer. Transfers
will be performed on such day,  provided  that such day is a Valuation  Date. If
the date is not a Valuation  Date,  then the  transfer  will be made on the next
Valuation Date.


Ongoing Dollar Cost Averaging (DCA) Program

     Under the Ongoing DCA Program,  the owner  deposits  premiums  into the AUL
American Money Market  Investment  Account and then authorizes AUL to transfer a
specific dollar amount from the Money Market Investment Account into one or more
other  Investment  Accounts  at the unit values  determined  on the dates of the
transfers.  This may be done  monthly,  quarterly,  semi-annually,  or annually.
These  transfers  will  continue  automatically  until  AUL  receives  notice to
discontinue the Program,  or until there is not enough money in the Money Market
Investment Account to continue the Program, whichever occurs first.

     Currently,  the minimum required amount of each transfer is $500,  although
AUL  reserves the right to change this  minimum  transfer  amount in the future.
Transfers to any of the Fixed  Accounts are not permitted  under the Ongoing DCA
Program.  At least ten days advance written notice to AUL is required before the
date of the first proposed  transfer  under the Ongoing DCA Program.  AUL offers
the Ongoing  Dollar Cost Averaging  Program to Contract  Owners at no charge and
the Company reserves the right to temporarily discontinue,  terminate, or change
the Program at any time.  Contract  Owners may change the frequency of scheduled
transfers, or may increase or decrease the amount of scheduled transfers, or may
discontinue participation in the Program at any time by providing written notice
to AUL,  provided that AUL must receive written notice of such a change at least
five days before a previously scheduled transfer is to occur.

     Contract  Owners may  initially  elect to  participate  in the  Ongoing DCA
Program,  and if this  election is made at the time the Contract is applied for,
the Program will take effect on the first monthly,  quarterly,  semi-annual,  or
annual  transfer date  following the premium  receipt by AUL at its Home Office.
The Contract Owner may select the particular date of the month, quarter, or year
that the  transfers  are to be made and such  transfers  will  automatically  be
performed on such date,  provided  that such date  selected is a day that AUL is
open for business and provided  further that such date is a Valuation  Date.  If
the date  selected is not a Business  Day or is not a Valuation  Date,  then the
transfer will be made on the next succeeding Valuation Date.

PORTFOLIO REBALANCING PROGRAM

     You may elect to automatically  adjust your Investment  Account balances to
be consistent with the allocation most recently requested.  This will be done on
a  monthly,  quarterly  or annual  basis  from the date on which  the  Portfolio
Rebalancing  Program  commences.  If the Dollar Cost Averaging  program has been
elected,  the  Portfolio  Rebalancing  Program will not commence  until the date
following the termination of the Dollar Cost Averaging Program.

     You may elect this plan at any time.  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.


BONUS PROGRAMS

     AUL  may  offer,  under  certain  circumstances,  potential  customers  the
opportunity  to exchange  their non-AUL  contracts for contracts  offered herein
with an additional bonus-up of qualifying first year permium ("Exchange Offer").
AUL,  from  its  general   account,   will  provide  a  4%  bonus  to  each  new
contractholder  who  accepts  the  offer,  which is  based  on the  value of the
contract surrendered (the "Exchanged Contract") in exchange for the AUL contract
(the "New  Contract").  The Bonus will be applied to the New Contract  after the
expiration of the Right to Examine Period (see "Right to Examine Period").

     After expiration of the New Contract's Right to Examine Period, withdrawals
will be governed by the terms of the New Contract  for  purposes of  calculating
any contingent  deferred sales charges  ("Withdrawal  Charges";  see "Withdrawal
Charge").  The  Exchange  Offer will be  communicated  to  potential  clients by
providing  them with a  prospectus  for the New  Contracts  and the Select Point
Bonus Program disclosure form.

     This Exchange  Offer is not available to current AUL customers  desiring to
exchange  their  current AUL contracts for a new AUL contract with a bonus-up of
Account  Value.  Furthermore,  the  Exchange  Offer may only be  available  with
certain  plans.  For  example,  the  Enhanced  Averaging  Fixed  Account  is not
available to contracts  purchased  through the Exchange  Offer.  The  Guaranteed
Minimum Annuitization Benefit is likewise unavailable.

     The  Exchange  Offer  may be  available  to  customers,  both  current  and
potential,  paying  cash  rather  than  exchanging  account  value  into the New
Contract.

     Potential   customers   should  be  advised  that  the  Exchange  Offer  is
specifically  designed for those  customers who intend to continue to hold their
contracts as long-term investment  vehicles.  The Exchange Offer is not intended
for all potential  customers and is especially not  appropriate for any customer
who anticipates  surrendering all or a significant part (i.e., more than the 12%
Free  Withdrawal  Amount on an annual  basis) of his or her contract  before the
expiration of the ten year withdrawal  period. The Exchange Offer will result in
the  imposition of a new Withdrawal  Charge period  regardless of the customer's
current withdrawal charge period of the Exchanged Contract.

     If a contract is surrendered  during the new Withdrawal Charge period,  the
4% bonus  may be more than  offset by the  Withdrawal  Charge;  and a  potential
customer may be worse off than if he had not made the  exchange.  The  potential
customer  should also compare the Mortality and Expense Risk charges,  and other
charges,  of the Exchanged  Contract and the New Contract to be certain that the
New Contract does not deduct higher charges,  thus offsetting the benefit of the
bonus paid.

     The  Exchange  Program  bonus  will only  apply to  qualifying  first  year
premium.  Initial  deposits  of $10,000 or more will  qualify  for a bonus.  Any
initial deposit of less than $10,000 will not be eligible for a bonus;  however,
initial  deposits  of less  than  $10,000  will be  aggregated  with  subsequent
deposits of premium in the first  Contract  Year and AUL will pay a bonus on the
aggregated  amount  at  the  end  of  the  first  Contract  Year  provided  such
aggregation totals $10,000 by the end of the first Contract Year.

     To accept the Exchange  Offer,  the potential  client must sign the "Select
Point  Plus  Bonus  Program"  disclosure  form  in  addition  to  any  customary
applications and paperwork.

     AUL reserves the right to  withdrawal  or modify the Exchange  Offer at any
time.


CONTRACT OWNER'S VARIABLE ACCOUNT VALUE

ACCUMULATION UNITS

     Premiums  allocated to the Investment  Accounts  available

                                       24
<PAGE>

under a Contract are credited to the Contract in the form of Accumulation Units.
The number of  Accumulation  Units to be credited is  determined by dividing the
dollar amount allocated to the particular Investment Account by the Accumulation
Unit value for the particular  Investment Account as of the end of the Valuation
Period in which the premium is  credited.  The number of  Accumulation  Units so
credited  to the  Contract  shall not be changed by a  subsequent  change in the
value of an Accumulation  Unit, but the dollar value of an Accumulation Unit may
vary  from  Valuation  Date to  Valuation  Date  depending  upon the  investment
experience of the Investment Account and charges against the Investment Account.

Accumulation Unit Value

     AUL determines the Accumulation  Unit value for each Investment  Account of
the Variable  Account on each Valuation  Date. The  Accumulation  Unit value for
each Investment  Account was initially set at one dollar $1 for the Money Market
Investment Account and $5 for all other Investment  Accounts.  Subsequently,  on
each Valuation Date, the Accumulation Unit value for each Investment  Account is
determined by multiplying the Net Investment  Factor determined as of the end of
the Valuation Date for the  particular  Investment  Account by the  Accumulation
Unit value for the Investment Account as of the immediately  preceding Valuation
Period.  The Accumulation  Unit value for each Investment  Account may increase,
decrease,  or remain  the same from  Valuation  Period  to  Valuation  Period in
accordance with the Net Investment Factor.

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 for a Valuation Period,
the Net  Investment  Factor  is  determined  by  dividing  (a) by (b) where:

     (a) is equal to:
     (1) the net  asset  value  per  share of the Fund in which  the  Investment
Account invests, determined as of the end of the Valuation Period, plus
     (2) the per share  amount of any  dividend or other  distribution,  if any,
paid by the Fund  during  the  Valuation  Period,  plus or minus
     (3) a credit or charge with  respect to taxes if any,  paid or reserved for
AUL during the Valuation Period that are determined by AUL to be attributable to
the operation of the  Investment  Account  (although no Federal income taxes are
applicable under present law and no such charge is currently assessed);

     (b) is the net asset value per share of the Fund  determined  as of the end
of the preceding Valuation Period.

                             CHARGES AND DEDUCTIONS
Premium Tax Charge

     Various  states and  municipalities  impose a tax on  premiums  received by
insurance  companies.  Whether or not a premium tax is imposed will depend upon,
among other things,  the Owner's state of residence,  the  Annuitant's  state of
residence,  the insurance tax laws, and AUL's status in a particular  state. AUL
assesses a premium  tax charge to  reimburse  itself for  premium  taxes that it
incurs. This charge will be deducted as premium taxes are incurred by AUL, which
is usually when an annuity is effected.  Premium tax rates  currently range from
0% to 3.5%, but are subject to change.

Withdrawal Charge

     No  deduction  for sales  charges  is made from  premiums  for a  Contract.
However,  if a cash  withdrawal  is made or the Contract is  surrendered  by the
Owner,  then depending on the type of Contract,  a withdrawal  charge (which may
also be referred to as a contingent  deferred sales charge),  may be assessed by
AUL on the amount  withdrawn  if the  Contract is within the  withdrawal  charge
period.  The withdrawal charge period varies depending upon whether the Contract
is a Flexible  Premium  Contract or a One Year  Flexible  Premium  Contract.  An
amount  withdrawn  during a Contract  Year  referred  to as the Free  Withdrawal
Amount will not be subject to an otherwise  applicable  withdrawal  charge.  The
Free Withdrawal  Amount is 12% of Account Value at the beginning of the Contract
Year in which the  withdrawal is being made.  Any transfer of Account Value from
the  non-MVA  Fixed  Account  to the  Variable  Account  will  reduce  the  Free
Withdrawal Amount by the amount transferred.

     The chart  below  illustrates  the  amount of the  withdrawal  charge  that
applies to the Contracts based on the number of years that the Contract has been
in existence.

<TABLE>
<CAPTION>
            Charge on Withdrawal Exceeding 12% Free Withdrawal Amount

<S>                                <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
<C>    <C>
Contract Year                       1      2        3        4        5        6       7        8        9
10     11 or more
Flexible Premium
  Contracts                        10%     9%       8%       7%       6%       5%      4%       3%       2%
1%         0%
One Year Flexible
  Premium Contracts                 7%     6%       5%       4%       3%       2%      1%       0%       0%
0%         0%

</TABLE>


                                       25
<PAGE>

     In no event will the  amount of any  withdrawal  charge,  when added to any
withdrawal  charges  previously  assessed  against any amount  withdrawn  from a
Contract,  exceed 8.5% of the total premiums paid on a Flexible Premium Contract
or 8% of the total  premiums paid on a One Year Flexible  Premium  Contract.  In
addition,  no withdrawal  charge will be imposed upon payment of Death  Proceeds
under the Contract.

     A withdrawal  charge may be assessed upon  annuitization of a Contract.  No
withdrawal charge will apply if a life annuity or survivorship annuity option is
selected or if the Contract is in its fifth  Contract  Year or later and a fixed
income  option  for a  period  of 10 or more  years  is  chosen.  Otherwise  the
withdrawal  charge will apply.  A withdrawal may result in taxable income to the
Contract Owner.

     The withdrawal  charge will be used to recover certain expenses relating to
sales of the Contracts,  including commissions paid to sales personnel and other
promotional costs. AUL reserves the right to increase or decrease the withdrawal
charge  for any  Contracts  established  on or after the  effective  date of the
change,  but the  withdrawal  charge will not exceed 8.5% of the total  premiums
paid on a Flexible  Premium  Contract or 8% of the total  premiums paid on a One
Year Flexible Premium Contract.

Mortality and Expense Risk Charge

     AUL deducts a monthly charge from the Variable Account Value pro rata based
on your amounts in each account. Refer to the Expense Table for current charges.
This amount is  intended to  compensate  AUL for certain  mortality  and expense
risks AUL assumes in offering and  administering  the Contracts and in operating
the Variable Account.

     The  expense  risk is the risk that AUL's  actual  expenses  in issuing and
administering the Contracts and operating the Variable Account will be more than
the charges  assessed for such expenses.  The mortality risk borne by AUL is the
risk that the Annuitants,  as a group, will live longer than the AUL's actuarial
tables  predict.  AUL may  ultimately  realize a profit  from this charge to the
extent it is not needed to address mortality and  administrative  expenses,  but
AUL may realize a loss to the extent the charge is not  sufficient.  AUL may use
any  profit  derived  from this  charge for any lawful  purpose,  including  any
distribution expenses not covered by the withdrawal charge.

Annual Contract Fee

     AUL deducts an annual contract fee from each Owner's Account Value equal to
the lesser of 2.0% of the Account Value or $30 a year. The fee is assessed every
year on a Contract if the Contract is in effect on the Contract Anniversary, and
is assessed  only during the  Accumulation  Period.  The  Annual Contract Fee is
waived on each  Contract  Anniversary  when the Account  Value,  at the time the
charge would otherwise have been imposed, exceeds $50,000. When a Contract Owner
annuitizes  or surrenders  on any day other than a Contract  Anniversary,  a pro
rata  portion of the charge for that  portion of the year will not be  assessed.
The charge is deducted  proportionately  from the Account Value  allocated among
the Investment Accounts and the Fixed Account(s).  The purpose of this fee is to
reimburse AUL for the expenses  associated with  administration of the Contracts
and operation of the Variable  Account.  AUL does not expect to profit from this
fee.

Rider Charges

     The addition of any riders will result in additional  charges which will be
deducted  proportionately  from the Account Value allocated among the Investment
Accounts and the Fixed Account(s).

Other Charges

     AUL may charge the  Investment  Accounts  of the  Variable  Account for the
federal,  state, or local income taxes incurred by AUL that are  attributable to
the Variable  Account and its Investment  Accounts.  No such charge is currently
assessed.

Variations in Charges

     AUL may  reduce or waive the  amount of the  withdrawal  charge  and annual
contract fee for a Contract where the expenses  associated  with the sale of the
Contract or the  administrative  costs associated with the Contract are reduced.
For  example,  the  withdrawal  and/or  annual  contract  fee may be  reduced in
connection  with  acquisition  of the Contract in exchange  for another  annuity
contract  issued by AUL. AUL may also reduce or waive the withdrawal  charge and
annual  contract fee on Contracts  sold to the  directors or employees of AUL or
any of its affiliates or to directors or any employees of any of the Funds.

Guarantee of Certain Charges

     AUL  guarantees  that the  mortality  and  expense  risk  charge  shall not
increase.

Expenses of the Funds

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


                                       26
<PAGE>



                                 DISTRIBUTIONS


Cash Withdrawals

     During the lifetime of the  Annuitant,  at any time before the Annuity Date
and  subject  to  the  limitations  under  any  applicable  Qualified  Plan  and
applicable  law, a Contract may be  surrendered  or a partial  withdrawal may be
taken from a Contract. A surrender or withdrawal request will be effective as of
the end of the  Valuation  Date that a Proper  Notice is  received by AUL at its
Home Office.  Generally,  surrender or  withdrawal  requests will be paid within
seven calendar days.

     If we receive  proper notice of a full surrender  request,  we will pay the
Owner' Account Value as of the end of the Valuation Period, plus any positive or
negative  market  value  adjustment  on the amounts  allocated  to the MVA Fixed
Accounts minus any applicable withdrawal charge.

     A partial withdrawal may be requested for a specified  percentage or dollar
amount of an Owner's Account Value. Upon payment, the Owner's Account Value will
be reduced by an amount  equal to the  payment,  plus any  positive  or negative
market value  adjustment on the amounts  withdrawn from the MVA Fixed  Accounts,
and any applicable withdrawal charge. We reserve the right to treat requests for
a partial  withdrawal that would leave an Account Value of less than $5,000 as a
request  for a full  surrender.  AUL may change or waive this  provision  at its
discretion.  The minimum  amount that may be withdrawn  from a Contract  Owner's
Account  Value  is $200 for  Flexible  Premium  Contracts  and $500 for One Year
Flexible  Premium  Contracts.  In addition,  Contracts issued in connection with
certain  retirement  programs may be subject to constraints  on withdrawals  and
full surrenders.

     The  amount  of a  partial  withdrawal  will be taken  from the  Investment
Accounts and the Fixed Account(s) as instructed.  If the Owner does not specify,
withdrawals  will be made in  proportion  to the  Owner's  Account  Value in the
various Investment Accounts and the Fixed Account(s).  A partial withdrawal will
not be effected until Proper Notice is received by AUL at its Home Office.

     In  addition  to  any  withdrawal   charges  or  applicable   market  value
adjustments, a surrender or a partial withdrawal may be subject to a premium tax
charge  for any tax on  premiums  that may be  imposed  by  various  states  and
municipalities.  See "Premium Tax Charge." A surrender or withdrawal  may result
in taxable income and in some cases a tax penalty.  See "Tax Penalty." Owners of
Contracts used in connection  with a Qualified Plan should refer to the terms of
the  applicable  Qualified  Plan for any  limitations  or  restrictions  on cash
withdrawals.  The tax  consequences  of a  surrender  or  withdrawal  under  the
Contracts should be carefully considered. See "Federal Tax Matters."


Loan Privileges

     Loan  privileges  are only available on Contracts  qualified  under 403(b).
Prior to the Annuitization  Date, the Owner of a Contract qualified under 403(b)
may receive a loan from the Account  Value subject to the terms of the Contract,
the  specific  403(b)  plan,  and the Internal  Revenue  Code,  which may impose
restrictions on loans.

     Loans from a 403(b)  qualified  Contract  are  available  beginning 30 days
after the Issue Date. The Contract  Owner may borrow a minimum of $1,000.  Loans
may only be secured by the Account Value. In non-ERISA plans, for Account Values
up to $20,000,  the maximum loan balance which may be outstanding at any time is
80% of the Account  Value,  but not more than  $10,000.  If the Account Value is
$20,000 or more,  the maximum loan balance which may be  outstanding at any time
is 40% of the Account  Value,  but not more than $50,000.  For ERISA plans,  the
maximum loan balance which may be  outstanding at any time is 50% of the Account
Value,  but not more than  $50,000.  The  $50,000  limit  will be reduced by the
highest loan balances owed during the prior one-year  period.  Additional  loans
are subject to the contract  minimum amount.  The aggregate of all loans may not
exceed the Account Value limitations stated above.

     All loans are made from the Loan Account.  An amount equal to the principal
amount  of the loan  will be  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(s)  (subject to any applicable  market value
adjustment)  in the same  proportion  that the Account Value in each  Investment
Account  and the  Fixed  Account(s)  bears to the total  Account  Value in those
accounts on the date the loan is made.

     AUL will charge interest on any  outstanding  loan at an annual rate of 5%.
Interest  is due  and  payable  on  each  Contract  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. Due and unpaid  interest will be
transferred each Contract Anniversary from each Investment Account and the Fixed
Account(s)  to the Loan  Account  in the same  proportion  that each  Investment
Account  value and the Fixed  Account(s)  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 3.0%.  Thus the maximum net cost of a loan is 2.0%
per year (the net cost of a loan is the difference  between the rate of interest
charged on indebtedness and the amount credited to the Loan Account).  Beginning
in the eleventh  Policy Year,  the amount in the Loan Account  securing the loan
will be  credited  with  interest at an  effective  annual rate in excess of the
minimum  guaranteed rate of 3.0% (currently 4.0%). Thus, the current net cost of
the loan would be 1.0% per year. Any interest  credited in excess of the minimum
guaranteed rate is not guaranteed.

     Loans must be repaid in substantially  level payments,  not less frequently
than  quarterly,  within  five  years.  Loans  used to

                                       27
<PAGE>


purchase the principal  residence of the Contract  Owner may be repaid within 15
years.  Loan  repayments  will be  processed  in the same  manner  as a  Premium
Payment.  A loan repayment must be clearly marked as "loan repayment" or it will
be credited as a premium.

     If the  Contract is  surrendered  while the loan is  outstanding,  the Cash
Value  will be  reduced  by the  amount  of the loan  outstanding  plus  accrued
interest.  If the Contract  Owner/Annuitant  dies while the loan is outstanding,
the Death  Benefit  will be reduced by the amount of the  outstanding  loan plus
accrued interest.  If annuity payments start while the loan is outstanding,  the
Account Value will be reduced by the amount of the outstanding loan plus accrued
interest.  Until the loan is repaid,  the Company reserves the right to restrict
any  transfer of the  Contract  which would  otherwise  qualify as a transfer as
permitted in the Internal Revenue Code.

     If a loan payment is not made when due,  interest  will continue to accrue.
If a loan  payment is not made when due,  the  entire  loan will be treated as a
deemed Distribution, may be taxable to the borrower, and may be subject to a tax
penalty.  Interest which  subsequently  accrues on defaulted amounts may also be
treated as additional  deemed  Distributions  each year. Any defaulted  amounts,
plus accrued  interest,  will be deducted from the Contract when the participant
becomes eligible for a Distribution of at least that amount, and this amount may
again be treated as a Distribution  where required by law.  Additional loans may
not be available while a previous loan remains in default.

     The Company reserves the right to modify the term or procedures if there is
a change in applicable law. The Company also reserves the right to assess a loan
processing fee.

     Loans may also be subject to additional  limitations or restrictions  under
the terms of the employer's  plan. Loans permitted under this Contract may still
be taxable in whole or part if the participant  has additional  loans from other
plans or contracts.

Death Proceeds Payment Provisions

     The value of the Death  Proceeds  will be  determined  as of the end of the
Valuation Period in which due proof of death and instructions  regarding payment
are received by AUL at its Home Office.

     At the time of  application,  Contract  Owners  may select one of two death
benefits  available  under the  Contract  as listed  below (the  enhanced  death
benefit  option  rider  may  not be  available  in all  states  at the  time  of
application)

     If no selection is made at the time of application,  the Death Benefit will
be the Standard Contractual Death Benefit.

Standard Contractual Death Benefit

     The Death Proceeds under the Standard  Contractual  Death Benefit are equal
to the greater of:

     1) the Account Value less any outstanding loan and accrued interest

     2) the total of all Premiums paid less an adjustment for amounts previously
surrendered and less any outstanding loan and accrued interest.

Enhanced One Year Step Up Death Benefit Rider

     The Death  Proceeds under the Enhanced One Year Step Up Death Benefit Rider
are equal to the greatest of:

     1) the Account Value less any outstanding loan and accrued interest

     2) the total of all Premiums paid less an adjustment for amounts previously
     surrendered and less any outstanding loan and accrued interest

     3) the  highest  Account  Value  on any  Contract  Anniversary  before  the
     Annuitant's  86th  birthday,  less an  adjustment  for  amounts  previously
     surrendered,  plus  Premiums  paid less any  outstanding  loan and  accrued
     interest after the last Contract Anniversary

     After the Annuitant's 86th birthday, the Death Benefit will be equal to the
     highest Account Value just prior to the Annuitant's 86th birthday,  less an
     adjustment for amounts previously surrendered,  plus Premiums paid less any
     outstanding loan and accrued interest after the last Contract Anniversary.

Death of the Owner

     If the Contract  Owner dies before the Annuity Date and the  Beneficiary is
not the Contract Owner's  surviving  spouse,  the Death Proceeds will be paid to
the  Beneficiary.  Such Death  Proceeds  will be paid in a lump-sum,  unless the
Beneficiary  elects to have this value applied under a settlement  option.  If a
settlement  option is elected,  the Beneficiary  must be named the Annuitant and
payments must begin within one year of the Contract  Owner's  death.  The option
also must have payments  which are payable over the life of the  Beneficiary  or
over  a  period  which  does  not  extend  beyond  the  life  expectancy  of the
Beneficiary.

     If the Contract  Owner dies before the Annuity Date and the  Beneficiary is
the Contract Owner's surviving spouse,  the surviving spouse will become the new
Contract  Owner.  The Contract will  continue  with its terms  unchanged and the
Contract  Owner's  spouse will assume all rights as Contract  Owner.  Within 120
days of the original  Contract  Owner's death,  the Contract  Owner's spouse may
elect to receive  the Death  Proceeds  or  withdraw  any of the Account  Value
without any early withdrawal charge. However,  depending upon the circumstances,
a tax penalty may be imposed upon such a withdrawal.

     Any  amount  payable  under a  Contract  will not be less than the  minimum
required by the law of the state where the Contract is delivered.

Death of the Annuitant

     If the Annuitant dies before the Annuity Date and the


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<PAGE>

Annuitant is not also the Contract Owner, then: (1) if the Contract Owner is not
an  individual,  the  Death  Proceeds  will be paid to the  Contract  Owner in a
lump-sum; or (2) if the Contract Owner is an individual,  a new Annuitant may be
named and the Contract will continue. If a new Annuitant is not named within 120
days of the Annuitant's  death, the Account Value, less any withdrawal  charges,
will be paid to the Contract Owner in a lump-sum.

     The death benefit will be paid to the  Beneficiary  or Contract  Owner,  as
appropriate, in a single sum or under one of the Annuity Options, as directed by
the Contract Owner or as elected by the  Beneficiary.  If the  Beneficiary is to
receive  annuity  payments  under an Annuity  Option,  there may be limits under
applicable law on the amount and duration of payments that the  Beneficiary  may
receive, and requirements respecting timing of payments. A tax adviser should be
consulted in considering payout options.

Payments from the Variable Account

     Payment of an amount from the Variable Account  resulting from a surrender,
partial  withdrawal,  transfer from an Owner's  Account  Value  allocated to the
Variable Account, or payment of the Death Proceeds, normally will be made within
seven  days  from the date  Proper  Notice is  received  at AUL's  Home  Office.
However,  AUL can postpone the  calculation  or payment of such an amount to the
extent  permitted under  applicable law, which is currently  permissible for any
period:  (a)  during  which the New York  Stock  Exchange  is closed  other than
customary weekend and holiday closings; (b) during which trading on the New York
Stock  Exchange is  restricted,  as  determined  by the SEC; (c) during which an
emergency, as determined by the SEC, exists as a result of which (1) disposal of
securities held by the Variable Account is not reasonably practicable, or (2) it
is not  reasonably  practicable  to  determine  the  value of the  assets of the
Variable  Account;  or (d) for such other periods as the SEC may by order permit
for the protection of investors. For information concerning payment of an amount
from the Fixed Account(s), see "The Fixed Account(s)."

Annuity Period

General

     On the Annuity Date, the adjusted value of the Owner's Account Value may be
applied  to  provide  an  annuity  option  on a fixed or  variable  basis,  or a
combination  thereof.  No  withdrawal  charge  will  apply if a life  annuity or
survivorship  annuity  option is  selected  or if the  Contract  is in its fifth
Contract  Year or later  and a fixed  income  option  for a period of 10 or more
years is chosen.  Otherwise,  Contract  Proceeds are equal to the Account  Value
less any applicable early withdrawal penalty.

     The Annuity  Date is the date chosen for  annuity  payments to begin.  Such
date will be the first day of a calendar month unless  otherwise  agreed upon by
us. During the  Accumulation  Period,  the Contract Owner may change the Annuity
Date subject to approval by us.

     Annuitization  is irrevocable  once payments have begun,  unless a variable
payment annuity with no life  contingency is selected.

     When you annuitize, you must choose:

     1.  An annuity payout option, and

     2.  Either  a fixed  payment  annuity,  variable  payment  annuity,  or any
     available combination.

     A Contract Owner may designate an Annuity Date, Annuity Option,  contingent
Annuitant,  and Beneficiary on an Annuity Election Form that must be received by
AUL at its  Home  Office  prior  to the  Annuity  Date.  AUL  may  also  require
additional  information before annuity payments commence.  If the Contract Owner
is an individual,  the Annuitant may be changed at any time prior to the Annuity
Date. The Annuitant  must also be an individual and must be the Contract  Owner,
or someone chosen from among the Contract  Owner's  spouse,  parents,  brothers,
sisters, and children.  Any other choice requires AUL's consent. If the Contract
Owner is not an  individual,  a change in the  Annuitant  will not be  permitted
without AUL's consent.  The Beneficiary,  if any, may be changed at any time and
the Annuity Date and the Annuity Option may also be changed at any time prior to
the Annuity  Date.  For  Contracts  used in  connection  with a Qualified  Plan,
reference  should  be made to the  terms of the  Qualified  Plan  for  pertinent
limitations regarding annuity dates and options.

Fixed Payment Annuity

     The payment amount under a Fixed Payment  Annuity option will be determined
by applying the selected  portion of the Contract  Proceeds to the Fixed Payment
Annuity table then in effect,  after  deducting  applicable  premium taxes.  The
annuity  payments are based upon annuity rates that vary with the Annuity Option
selected  and the age of the  Annuitant,  except  that in the case of  Option 1,
Income for a Fixed Period, age is not a consideration.  Payments under the Fixed
Payment  Annuity  are  guaranteed  as to dollar  amount for the  duration of the
Annuity Period.

Variable Payment Annuity

     The first payment amount under a Variable  Payment Annuity option is set at
the first valuation date after the Annuity Date by applying the selected portion
of the Contract Proceeds to the Variable Payment Annuity table you select, after
deducting applicable premium taxes.  Payments under the Variable Payment Annuity
option will vary  depending  on the  performance  of the  underlying  Investment
Accounts. The dollar amount of each variable payment may be higher or lower than
the previous payment.


     1.  Annuity  Units  and  Payment  Amount - The  dollar  amount of the first
     payment is divided by the value of an Annuity  Unit as of the Annuity  Date
     to establish the number of Annuity Units representing each annuity payment.
     The number of Annuity  Units  established  remains fixed during the annuity
     payment  period.  The  dollar  amount of  subsequent  annuity  payments  is
     determined by multiplying  the fixed number of Annuity Units by the

                                       29
<PAGE>


     Annuity Unit Value for the Valuation Period in which the payment is due.

     2.  Assumed  Investment  Rate - The  Assumed  Investment  Rate (AIR) is the
     investment  rate  built into the  Variable  Payment  Annuity  table used to
     determine your first annuity payment.  You may select an AIR from 3%, 4% or
     5% when you  annuitize.  A higher  AIR  means  you  would  receive a higher
     initial  payment,  but  subsequent  payments would rise more slowly or fall
     more rapidly.  A lower AIR has the opposite  effect.  If actual  investment
     experience equals the AIR you choose, annuity payments will remain level.

     3.  Value  of an  Annuity  Unit  - The  value  of an  Annuity  Unit  for an
     Investment  Account for any  subsequent  Valuation  Period is determined by
     multiplying the Annuity Unit Value for the immediately  preceding Valuation
     Period by the Net Investment  Factor for the Valuation Period for which the
     Annuity Unit Value is being  calculated,  and  multiplying the result by an
     interest  factor to  neutralize  the AIR built  into the  Variable  Payment
     Annuity table which you selected.

     4.  Transfers - During the Annuity  Period,  transfers  between  Investment
     Accounts  must be  made in  writing.  We  reserve  the  right  to  restrict
     transfers to no more frequently than once a year.  Currently,  there are no
     restrictions.  Transfers will take place on the  anniversary of the Annuity
     Date unless otherwise agreed to by us.

Payment Options

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

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

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

     3. Survivorship  Annuity.  Proceeds are payable in monthly installments for
     as long as either the first payee or surviving payee lives.

     The  Contract  Proceeds  may be paid in any other  method or  frequency  of
payment acceptable by us.

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

Selection of an Option

     Contract  Owners  should  carefully  review the Annuity  Options with their
financial or tax  advisers.  For Contracts  used in connection  with a Qualified
Plan,  the terms of the  applicable  Qualified  Plan  should be  referenced  for
pertinent limitations  respecting the form of annuity payments, the commencement
of  distributions,  and other matters.  For instance,  annuity  payments under a
Qualified  Plan  generally must begin no later than April 1 of the calendar year
following  the calendar  year in which the Contract  Owner reaches age 70 1/2 if
the Participant is no longer employed.  For Option 1, Income for a Fixed Period,
the  period  elected  for  receipt of  annuity  payments  under the terms of the
Annuity Option  generally may be no longer than the joint life expectancy of the
Annuitant and Beneficiary in the year that the Annuitant  reaches age 70 1/2 and
must be shorter than such joint life  expectancy if the  Beneficiary  is not the
Annuitant's  spouse and is more than 10 years younger than the Annuitant.  Under
Option  3,  Survivorship  Annuity,  if  the  contingent  Annuitant  is  not  the
Annuitant's  spouse and is more than 10 years  younger than the  Annuitant,  the
100% election specified above may not be available.

                                THE FIXED ACCOUNTS

Summary of the Fixed Accounts

     Premiums  designated to accumulate on a fixed basis may be allocated to one
of several Fixed Accounts which are part of AUL's General Account. Either Market
Value  Adjusted  (MVA)  Fixed  Account(s)  or a Non-MVA  fixed  account  will be
available  under the contract.  The MVA and Non-MVA Fixed  Account(s) may not be
available in all states.  An Enhanced  Averaging Fixed Account will be available
in most states in conjunction with the Dollar Cost Averaging program.

     Contributions  or  transfers to the Fixed  Account(s)  become part of AUL's
General Account. The General Account is subject to regulation and supervision by
the Indiana  Insurance  Department as well as the insurance laws and regulations
of other  jurisdictions in which the Contracts are  distributed.  In reliance on
certain exemptive and exclusionary provisions, interests in the Fixed Account(s)
have not been  registered as securities  under the  Securities  Act of 1933 (the
"1933 Act") and the Fixed  Account(s)  has not been  registered as an investment
company under the 1940 Act.  Accordingly,  neither the Fixed  Account(s) nor any
interests therein are generally subject to the provisions of the 1933 Act or the
1940 Act.  AUL has been  advised  that the staff of the SEC has not reviewed the
disclosure in this Prospectus relating to the Fixed Account(s). This disclosure,
however,  may be subject  to  certain  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in the  Prospectus.  This  Prospectus  is generally  intended to serve as a
disclosure  document  only for  aspects of a  Contract  involving  the  Variable
Account and contains only selected  information  regarding the Fixed Account(s).
For more information regarding the Fixed Account(s), see the Contract itself.

Non-Market Value Adjusted Fixed Account

     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

                                       30
<PAGE>


from time to time and,  generally,  any Current Rate that exceeds the Guaranteed
Rate will be effective  for the  Contract 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  Non-MVA Fixed  Account(s)
values and for paying  interest at the Current Rate on amounts  allocated to the
Non-MVA Fixed Account(s).

Market Value Adjusted Fixed Account

     Market Value Adjusted Fixed Accounts  provide a guaranteed rate of interest
over five different  Guaranteed Periods: one (1), three (3), five (5), seven (7)
or ten (10) years. A guaranteed  interest  rate,  determined and declared by the
Company  for  any  Guaranteed  Period  selected,   will  be  credited  unless  a
distribution from the Market Value Adjusted Fixed Account occurs for any reason.
The minimum  amount of any  allocation  made to a Market  Value  Adjusted  Fixed
Account  must  be  $1,000.  MARKET  VALUE  ADJUSTED  FIXED  ACCOUNTS  MAY NOT BE
AVAILABLE IN EVERY STATE JURISDICTION.

     Generally,  the market value adjustment will increase or decrease the value
of distributed  proceeds  depending on how prevailing  interest rates compare to
the market value  adjusted  option rates in effect.  When  prevailing  rates are
lower than the market  value  adjusted  option rate in effect for the  Guarantee
Period elected,  distribution proceeds will increase in value. Conversely,  when
prevailing rates are higher than the Market Value Adjusted option rate in effect
for the Guaranteed Period elected, distribution proceeds will decrease in value.
In no event will the adjustment  reduce the Cash Value  attributable to that MVA
Fixed  Account  below  that   necessary  to  satisfy   statutory   nonforfeiture
requirements.The  effect  of a  market  value  adjustment  should  be  carefully
considered  before electing to surrender  allocations in a Market Value Adjusted
Fixed Account.

     During the MVA Free Window,  you may transfer or withdraw  amounts from MVA
Fixed Accounts with expiring  Guarantee Periods without Market Value Adjustment.
The MVA Free Window is currently set at 30 days prior to the end of the maturity
duration  selected.  We reserve  the right to change the MVA Free  Window.  Such
amounts may be transferred to the Investment Accounts or reinvested in different
MVA Fixed Accounts for different  Guarantee Periods. If you take no such action,
the amount  available at the end of the  Guarantee  Period will be remain in the
MVA Fixed Account and a new Guarantee  Period will apply.  We will notify you of
the interest rate declared on any such reinvestment.

     Market Value Adjusted Fixed Accounts are available  during the accumulation
phase of a Contract  only and are not  available  as fixed  accounts  during the
annuitization  phase of a Contract.  In addition,  Market Value  Adjusted  Fixed
Accounts are not available for use in  conjunction  with Contract Owner services
such as dollar cost averaging and portfolio rebalancing.

Enhanced Averaging Fixed Account

     Initial and  subsequent  premiums in the first year may be allocated to the
Enhanced  Averaging Fixed Account.  The Enhanced Averaging Fixed Account is only
available at issue and requires an initial deposit of $10,000 therein.  Premiums
deposited  into this account must be transferred  to other  Investment  Accounts
within six  months or one year after the  deposit  into the  Enhanced  Averaging
Fixed Account.  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.  Amounts
transferred  out of the Enhanced  Averaging  Fixed Account will be  recalculated
each month to assure account  depletion  within six months or one year after the
initial deposit.  Amounts allocated in the Enhanced Averaging Fixed Account earn
interest at rates  periodically  determined by AUL that are  guaranteed to be at
least an  effective  annual  rate of 3%.  Any  current  rate  that  exceeds  the
guaranteed  rate will be effective for the contract for a period of at least six
months or one year after the initial  deposit into the Enhanced  Averaging Fixed
Account.  Subsequent  deposits into the Enhanced Averaging Fixed Account will be
credited with the current rate at the time of the deposit.

Withdrawals

     A Contract Owner may make a full surrender or a partial withdrawal from his
or her Fixed  Account Value  subject to the  provisions of the Contract.  A full
surrender of a Contract  Owner's Fixed Account Value will result in a withdrawal
payment equal to the value of the Contract Owner's Fixed Account Value as of the
day the  surrender  is  effected,  minus any  applicable  withdrawal  charge and
applicable market value adjustment.  A partial withdrawal may be requested for a
specified  percentage  or dollar  amount of the Contract  Owner's  Fixed Account
Value.  For a further  discussion  of  surrenders  and  partial  withdrawals  as
generally  applicable  to a Contract  Owner's  Variable  Account Value and Fixed
Account Value, see "Cash Withdrawals."

Transfers

     The Contract Owner's Fixed Account Values may be transferred from the Fixed
Account(s) to the Variable Account subject to certain  limitations.  The minimum
amount that may be  transferred  from a Fixed  Account is $500 or, if that Fixed
Account  Value is less  than $500  after  the  transfer,  the  Contract  Owner's
remaining  Account  Value in that Fixed  Account.  If the amount  remaining in a
Fixed Account  after a transfer  would be less than $500,  the remaining  amount
will be transferred with the amount that has been requested.

     The maximum  amount that may be transferred in any one Contract Year from a
Non-MVA  Fixed  Account is the lesser of 20% of that Non-MVA Fixed Account Value
as of the last Contract Anniversary or the entire Non-MVA Fixed Account Value if
it would be less than $500 after the  transfer.  Any  transfer of Account  Value
from the Non-MVA  Fixed  Account

                                       31
<PAGE>


to the  Variable  Account will reduce the Free  Withdrawal  Amount by the amount
transferred.  Transfers  and  withdrawals  of a Contract  Owner's  Non-MVA Fixed
Account Value will be effected on a last-in first-out basis.

     Transfers   from  MVA  Fixed  Accounts  may  be  subject  to  market  value
adjustment.  Transfers from MVA Fixed  Accounts to the Variable  Account are not
subject to the 20% Fixed Account transfer  limitation and do not reduce the Free
Withdrawal  Amount.  Transfers and  withdrawals of a Contract  Owner's MVA Fixed
Account Value will be made from the Guarantee Periods you have indicated.

     For a discussion of transfers as generally applicable to a Contract Owner's
Variable  Account  Value and Fixed  Account  Value,  see  "Transfers  of Account
Value."

Contract Charges

     The withdrawal charge will be the same for amounts surrendered or withdrawn
from a Contract  Owner's  Fixed  Account  Values as for amounts  surrendered  or
withdrawn  from a Contract  Owner's  Variable  Account Value.  In addition,  the
annual contract fee will be the same whether or not a Owner's  Contract Value is
allocated  to the  Variable  Account  or the Fixed  Account(s).  The  charge for
mortality and expense risks will not be assessed  against the Fixed  Account(s),
and any amounts that AUL pays for income taxes allocable to the Variable Account
will not be charged against the Fixed  Account(s).  In addition,  the investment
advisory fees and operating expenses paid by the Funds will not be paid directly
or indirectly by Contract Owners to the extent the Account Value is allocated to
the Fixed Account(s);  however, such Contract Owners will not participate in the
investment experience of the Variable Account. See "Charges and Deductions."

Payments from the Fixed Account(s)

     Surrenders,  cash withdrawals,  and transfers from the Fixed Account(s) and
payment of Death Proceeds based upon a Contract Owner's Fixed Account Values may
be  delayed  for up to six  months  after a written  request  in proper  form is
received by AUL at its Home Office.  During the period of deferral,  interest at
the  applicable  interest  rate or rates will  continue  to be  credited  to the
Contract Owner's Fixed Account Values.

                            MORE ABOUT THE CONTRACTS

Designation and Change of Beneficiary

     The Beneficiary  designation  contained in an application for the Contracts
will remain in effect until  changed.  The interests of a  Beneficiary  who dies
before the Contract  Owner will pass to any  surviving  Beneficiary,  unless the
Contract Owner specifies otherwise.  Unless otherwise provided, if no designated
Beneficiary  is living upon the death of the Contract Owner prior to the Annuity
Date, the Contract Owner's estate is the Beneficiary. Unless otherwise provided,
if no designated Beneficiary under an Annuity Option is living after the Annuity
Date,  upon the death of the  Annuitant,  the Owner is the  Beneficiary.  If the
Contract Owner is not an individual, the Contract Owner will be the Beneficiary.

     Subject  to  the  rights  of an  irrevocably  designated  Beneficiary,  the
designation  of a  Beneficiary  may be  changed or revoked at any time while the
Contract Owner is living by filing with AUL a written beneficiary designation or
revocation in such form as AUL may require. The change or revocation will not be
binding upon AUL until it is received by AUL at its Home  Office.  When it is so
received, the change or revocation will be effective as of the date on which the
beneficiary  designation or revocation was signed,  but the change or revocation
will be without  prejudice to AUL if any payment has been made or any action has
been taken by AUL prior to receiving the change or revocation.

     For Contracts issued in connection with Qualified  Plans,  reference should
be  made  to the  terms  of the  particular  Qualified  Plan,  if  any,  and any
applicable  law  for  any  restrictions  on  the  beneficiary  designation.  For
instance,  under an Employee  Benefit Plan, the Beneficiary must be the Contract
Owner's  spouse if the  Contract  Owner is married,  unless the spouse  properly
consents to the  designation of a Beneficiary  (or contingent  Annuitant)  other
than the spouse.

Assignability

     A Contract  Owner may  assign a  Contract,  but the rights of the  Contract
Owner and any  Beneficiary  will be secondary to the  interests of the assignee.
AUL assumes no responsibility for the validity of an assignment.  Any assignment
will not be binding  upon AUL until  received  in  writing  at its Home  Office.
Because an assignment may be a taxable event,  Contract  Owners should consult a
tax advisor as to the tax consequences resulting from such an assignment.

Proof of Age and Survival

     AUL may require  proof of age, sex, or survival of any person on whose life
annuity payments depend.

Misstatements

     If the age or sex of any Annuitant has been  misstated,  the correct amount
paid or payable by AUL shall be such as the Contract would have provided for the
correct age and sex.

Acceptance of New Premiums

     AUL  reserves  the right to refuse to accept new premiums for a Contract at
any time.

Optional Benefits

     There  are  several  riders  available  at time of  application  which


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<PAGE>


are described below. These riders carry their own charges which are described in
the Expense Table in this Prospectus.

Guaranteed Minimum Account Value Rider

     For those contracts which have elected the Guaranteed Minimum Account Value
rider  at the time of  application,  the  following  provisions  apply.  If your
Contract  is still in force at the end of the tenth,  twentieth,  and  thirtieth
Contract Years, your Account Value will be adjusted to be the greater of:

1. The Account Value on that Contract Anniversary, or

2. The Premiums  paid under the Contract  multiplied by the  appropriate  factor
shown on the  Policy  Data  Page,  less an  adjustment  for  amounts  previously
withdrawn.

     Any transfer of Account Value to any  Investment  Account not listed on the
Policy Data Page as approved for use with this benefit will terminate the rider.
The  Guaranteed  Minimum  Account  Value  rider  is only  available  on One Year
Flexible Premium Deferred Variable Annuity contracts.

Guaranteed Minimum Annuitization Benefit Rider

     For those contracts which have elected the Guaranteed Minimum Annuitization
Benefit Rider at the time of  application,  the following  provisions  apply. If
your Contract is annuitized  at any time after the tenth  Contract  Anniversary,
the amount applied to the annuity table then current will be the greater of:

1. The Contract Proceeds at that time, or

2. The total of all Premiums  paid with  interest  credited at the rate shown on
the Policy Data Page, less an adjustment for amounts previously withdrawn.

     Any transfer of Account Value to any  Investment  Account not listed on the
Policy Data Page as approved for use with this benefit will terminate the rider.

Long Term Care Facility and Terminal Illness Benefit Rider

     For those  Contracts  which  have  elected a Long  Term Care  Facility  and
Terminal  Illness rider at the time of  application,  the  following  provisions
apply.  Surrender  charges on withdrawals  will not apply if a Contract Owner is
confined for a continuous 90 day period to a Long Term Care Facility or a 30 day
period to a hospital,  as defined by the rider  provisions.  In  addition,  upon
receipt of a  physician's  letter at the  Company's  Home  Office,  no surrender
charges  will be  deducted  upon  withdrawals  if the  Contract  Owner  has been
diagnosed by that  physician to have a terminal  illness as defined by the rider
provisions.

     The Contract  Owner may be subject to income tax on all or a portion of any
such  withdrawals  and to a tax penalty if the Contract Owner takes  withdrawals
prior  to age 59 1/2  (see  "Federal  Tax  Matters,  Additional  Considerations,
Contracts Owned by Non-Natural Persons")

                               FEDERAL TAX MATTERS
INTRODUCTION

     The  Contracts  described  in  this  Prospectus  are  designed  for  use in
connection with non-tax  qualified  retirement plans for individuals and for use
by  individuals  in connection  with  retirement  plans under the  provisions of
Sections 401(a), 403(b), 457, 408 or 408A of the Internal Revenue Code ("Code").
The  ultimate  effect of Federal  income  taxes on values  under a Contract,  on
annuity payments, and on the economic benefits to the Owner, the Annuitant,  and
the  Beneficiary or other payee,  may depend upon the type of plan for which the
Contract  is  purchased  and a  number  of  different  factors.  The  discussion
contained  herein and in the Statement of Additional  Information  is general in
nature.  It is based upon AUL's  understanding of the present Federal income tax
laws as currently  interpreted by the Internal Revenue Service  ("IRS"),  and is
not intended as tax advice.  No  representation is made regarding the likelihood
of  continuation  of the  present  Federal  income  tax  laws or of the  current
interpretations  by the IRS.  Future  legislation  may affect annuity  contracts
adversely.  Moreover,  no attempt is made to consider  any  applicable  state or
other laws.  Because of the inherent  complexity  of such laws and the fact that
tax  results  will vary  according  to the terms of the plan and the  particular
circumstances of the individual involved,  any person contemplating the purchase
of a Contract, or receiving annuity payments under a Contract,  should consult a
tax adviser.

AUL DOES NOT MAKE ANY GUARANTEE  REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY
TRANSACTION INVOLVING THE CONTRACTS. CONSULT YOUR TAX ADVISOR.

DIVERSIFICATION STANDARDS

     Treasury Department  regulations under Section 817(h) of the Code prescribe
asset  diversification  requirements  which  are  expected  to  be  met  by  the
investment companies whose shares are sold to the Investment  Accounts.  Failure
to meet these requirements would jeopardize the tax status of the Contracts. See
the Statement of Additional Information for additional details.

     In   connection   with   the   issuance   of  the   regulations   governing
diversification  under  Section  817(h) of the  Code,  the  Treasury  Department
announced  that it would issue  future  regulations  or rulings  addressing  the
circumstances in which a variable contract owner's control of the investments of
a separate  account may cause the  contract  owner,  rather  than the  insurance
company, to be treated as the owner of the assets held by the separate account.

     If the variable  contract  owner is considered  the owner of the securities
underlying the separate  account,  income and gains produced by those securities
would be included currently in a contract owner's gross income. It is not clear,
at present,  what these regulations or rulings may provide.  It is possible that


                                       33
<PAGE>

when the  regulations  or  rulings  are  issued,  the  Contracts  may need to be
modified  in order to remain  in  compliance.  AUL  intends  to make  reasonable
efforts to comply  with any such  regulations  or rulings so that the  Contracts
will be  treated as annuity  contracts  for  Federal  income  tax  purposes  and
reserves  the  right  to make  such  changes  as it deems  appropriate  for that
purpose.

TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS

     Section  72 of the Code  governs  taxation  of  annuities.  In  general,  a
Contract  Owner is not taxed on  increases  in value  under an annuity  contract
until  some form of  distribution  is made  under  the  contract.  However,  the
increase in value may be subject to tax currently  under certain  circumstances.
See  "Contracts  Owned  by  Non-Natural   Persons"  below  and  "Diversification
Standards" above.

  1. Surrenders or Withdrawals Prior to the Annuity Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
surrender or withdrawal from a contract prior to the annuity date generally will
be treated as gross  income to the  extent  that the cash value of the  contract
(determined  without  regard  to any  surrender  charge in the case of a partial
withdrawal)   exceeds  the  "investment  in  the  contract."  In  general,   the
"investment  in the contract" is that portion,  if any, of premiums paid under a
contract less any distributions  received previously under the contract that are
excluded  from the  recipient's  gross income.  The taxable  portion is taxed at
ordinary income tax rates.  For purposes of this rule, a pledge or assignment of
a contract is treated as a payment  received on account of a partial  withdrawal
of a  contract.  Similarly,  loans  under a contract  generally  are  treated as
distributions under the contract.

   2. Surrenders or Withdrawals on or after the Annuity Date

     Upon  receipt of a lump-sum  payment,  the  recipient  is taxed if the cash
value of the contract exceeds the investment in the contract.

   3. Amounts received as an Annuity

     For amounts received as an Annuity,  the taxable portion of each payment is
determined by using a formula known as the "exclusion  ratio," which establishes
the ratio that the investment in the contract bears to the total expected amount
of annuity payments for the term of the contract.  That ratio is then applied to
each payment to determine the non-taxable portion of the payment. That remaining
portion of each payment is taxed at ordinary  income rates.  Once the excludable
portion of annuity  payments to date equals the investment in the contract,  the
balance of the annuity payments will be fully taxable.

     Withholding  of Federal income taxes on all  distributions  may be required
unless a recipient who is eligible  elects not to have any amounts  withheld and
properly  notifies AUL of that  election.  Special rules apply to withholding on
distributions  from  Employee  Benefit  Plans that are  qualified  under Section
401(a) of the Internal Revenue Code.

  4. Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to amounts  withdrawn  or  distributed  before the  recipient
reaches age 59 1/2, a penalty tax is imposed equal to 10% of the portion of such
amount which is  includable  in gross  income.  However,  the penalty tax is not
applicable to withdrawals: (1) made on or after the death of the owner (or where
the owner is not an  individual,  the death of the "primary  annuitant,"  who is
defined as the individual the events in whose life are of primary  importance in
affecting  the  timing  and  amount  of the  payout  under  the  contract);  (2)
attributable to the recipient's  becoming totally disabled within the meaning of
Code Section 72(m)(7);  or (3) which are part of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the recipient, or the joint lives (or joint life expectancies) of
the  recipient  and his  beneficiary.  The 10%  penalty  also  does not apply in
certain other circumstances described in Code Section 72.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of  the  application  of  item  (3)  above,  and  the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the  modification  occurs will be increased by an amount
(determined in accordance with IRS regulations) equal to the tax that would have
been imposed but for item (3) above,  plus interest for the deferral period,  if
the  modification  takes place (a) before the close of the period  which is five
years from the date of the first payment and after the recipient  attains age 59
1/2, or (b) before the recipient reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

  1. Distribution-at-Death Rules

     In order to be treated as an annuity contract,  a contract must provide the
following two distribution  rules: (a) if the owner dies on or after the Annuity
Commencement  Date,  and before the entire  interest  in the  contract  has been
distributed,  the remaining  interest must be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if the owner dies before the
Annuity Date, the entire  interest in the contract must generally be distributed
within  five  years  after the date of death,  or, if  payable  to a  designated
beneficiary,  must be annuitized over the life of that designated beneficiary or
over a period not  extending  beyond the life  expectancy  of that  beneficiary,
commencing  within  one  year  after  the date of  death  of the  owner.  If the
designated beneficiary is the spouse of the owner, the contract may be continued
in the name of the spouse as owner.

     For purposes of determining the timing of distributions under the foregoing
rules, where the owner is not an individual, the primary annuitant is considered
the owner.  In that case, a change in the primary  annuitant  will be treated as
the  death  of  the  owner.   Finally,   in  the  case  of  joint  owners,   the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one  to be  taken  into  account  in

                                       34
<PAGE>

determining how generally distributions must commence, unless the sole surviving
owner is the deceased owner's spouse.

  2. Gift of Annuity Contracts

     Generally, a donor must recognize income tax on the gain of the Contract if
he makes a gift of the Contract  before the Annuity  Date.  The donee's basis in
the  Contract is increased by the amount  included in the donor's  income.  This
provision  does not apply to certain  transfers  incident to a divorce.  The 10%
penalty tax on pre-age 59 1/2  withdrawals and  distributions  and gift tax also
may be applicable.

  3. Contracts Owned by Non-Natural Persons

     If the contract is held by a non-natural person (for example, a corporation
in connection with its non-tax qualified deferred  compensation plan) the income
on that contract  (generally the net surrender  value less the premium  payments
and amounts  includable  in gross income for prior taxable years with respect to
the contract) is includable  in taxable  income each year.  Other taxes (such as
the alternative minimum tax and the environmental tax imposed under Code Section
59A) may also apply.  The rule does not apply where the  contract is acquired by
the  estate  of a  decedent,  where the  contract  is held by  certain  types of
retirement plans, where the contract is a qualified funding asset for structured
settlements,  where the  contract is  purchased  on behalf of an  employee  upon
termination  of an  Employee  Benefit  Plan,  and in  the  case  of a  so-called
immediate annuity. Code Section 457 (deferred  compensation) plans for employees
of state and local  governments and tax-exempt  organizations are not within the
purview of the exceptions.  However,  the income of state and local  governments
and tax-exempt organizations generally is exempt from federal income tax.

  4. Multiple Contract Rule

     For  purposes  of  determining  the amount of any  distribution  under Code
Section 72(e)  (amounts not received as  annuities)  that is includable in gross
income,  all annuity  contracts  issued by the same insurer to the same contract
owner during any calendar year must be  aggregated  and treated as one contract.
Thus,  any  amount  received  under any such  contract  prior to the  contract's
Annuity Commencement Date, such as a partial surrender,  dividend, or loan, will
be taxable  (and  possibly  subject to the 10% penalty tax) to the extent of the
combined income in all such contracts.  In addition, the Treasury Department has
broad  regulatory  authority in applying this provision to prevent  avoidance of
the purposes of this rule.


QUALIFIED PLANS

     The Contract may be used with certain types of Qualified Plans as described
under  "The  Contracts."  The  tax  rules  applicable  to  participants  in such
Qualified  Plans vary according to the type of plan and the terms and conditions
of the plan  itself.  No attempt is made  herein to  provide  more than  general
information  about the use of the Contract  with the various  types of Qualified
Plans. Contract Owners,  Annuitants,  and Beneficiaries,  are cautioned that the
rights of any person to any benefits under such Qualified  Plans will be subject
to the terms  and  conditions  of the plans  themselves  and may be  limited  by
applicable law, regardless of the terms and conditions of the Contract issued in
connection therewith.  For example, AUL may accept beneficiary  designations and
payment  instructions  under the  terms of the  Contract  without  regard to any
spousal consents that may be required under the Code or the Employee  Retirement
Income  Security  Act  of  1974  ("ERISA").  Consequently,  a  Contract  Owner's
Beneficiary designation or elected payment option may not be enforceable.

    The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

  1. Individual Retirement Annuities

     Code  Section  408  permits an  eligible  individual  to  contribute  to an
individual  retirement  program  through the purchase of  Individual  Retirement
Annuities ("IRAs"). The Contract may be purchased as an IRA. IRAs are subject to
limitations  on the  amount  that may be  contributed,  the  persons  who may be
eligible,  and the time when  distributions  must  commence.  Depending upon the
circumstances  of the  individual,  contributions  to an IRA  may be  made  on a
deductible or non-deductible basis. IRAs may not be transferred, sold, assigned,
discounted, or pledged as collateral for a loan or other obligation.  The annual
premium for an IRA may not exceed $2,000,  reduced by any  contribution  to that
individual's  Roth IRA. In addition,  distributions  from certain other types of
Qualified Plans may be placed on a tax-deferred basis into an IRA.

  2. Roth IRA

     Effective  January 1, 1998, a Roth IRA under Code Section 408A is available
for retirement  savings for individuals with earned income.  The Contract may be
purchased  as  a  Roth  IRA.   Roth  IRA  allows  an  individual  to  contribute
non-deductible  contributions for retirement purposes,  with the earnings income
tax-deferred,  and the potential  ability to withdraw the money income  tax-free
under certain circumstances.  Roth IRAs are subject to limitations on the amount
that may be  contributed,  the  persons who may be  eligible,  and the time when
distributions must commence.  Roth IRAs may not be transferred,  sold, assigned,
discounted, or pledged as collateral for a loan or other obligation.  The annual
premium for a Roth IRA may not exceed  $2,000,  reduced by any  contribution  to
that individual's IRA. In addition,  a taxpayer may elect to convert an IRA to a
Roth IRA,  accelerating deferred income taxes on previous earnings in the IRA to
a current year.

  3. Corporate Pension and Profit Sharing Plans

     Code  Section  401(a)  permits  employers  to  establish  various  types of
retirement   plans  for  their  employees.   For  this  purpose,   self-employed
individuals  (proprietors or partners operating a trade or business) are treated
as employees  eligible to participate in such plans.  Such retirement  plans may
permit the purchase of Contracts to provide benefits thereunder.

                                       35
<PAGE>

     In order for a retirement plan to be "qualified" under Code Section 401(a),
it must:  (1) meet certain  minimum  standards  with  respect to  participation,
coverage  and vesting;  (2) not  discriminate  in favor of "highly  compensated"
employees;  (3) provide  contributions  or benefits  that do not exceed  certain
limitations;  (4) prohibit  the use of plan assets for  purposes  other than the
exclusive benefit of the employees and their beneficiaries  covered by the plan;
(5) provide for  distributions  that comply with  certain  minimum  distribution
requirements;  (6) provide for certain spousal survivor benefits; and (7) comply
with numerous other qualification requirements.

     A retirement  plan  qualified  under Code  Section  401(a) may be funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

  4. Tax-Deferred Annuities

     Section 403(b) of the Code permits the purchase of "tax-deferred annuities"
by public schools and organizations  described in Section 501(c)(3) of the Code,
including certain charitable,  educational and scientific  organizations.  These
qualifying  employers  may pay premiums  under the  Contracts for the benefit of
their  employees.  Such  premiums are not  includable in the gross income of the
employee until the employee receives distributions from the Contract. The amount
of premiums to the  tax-deferred  annuity is limited to certain maximums imposed
by the Code. Furthermore,  the Code sets forth additional restrictions governing
such items as transferability, distributions, nondiscrimination and withdrawals.
Any employee  should  obtain  competent  tax advice as to the tax  treatment and
suitability of such an investment.

  5.  Deferred Compensation Plans

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their compensation  without paying current taxes.  Distributions  received by an
employee from a 457 Plan will be taxed as ordinary income.

Qualifed Plan Federal Taxation Summary

     The  above  description  of the  Federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contract Owner considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  competent  tax  adviser  with regard to the  suitability  of the
Contract as an investment vehicle for the Qualified Plan.

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan (other than a 457 program) that will last for a period of ten or
more years are generally subject to voluntary income tax withholding. The amount
withheld on such periodic  distributions is determined at the rate applicable to
wages. The recipient of a periodic  distribution may generally elect not to have
withholding apply.

     Nonperiodic  distributions  (e.g.,  lump-sums and annuities or  installment
payments of less than 10 years) from a Qualified  Plan (other than a 457 program
or an IRA) are  generally  subject to  mandatory  20%  income  tax  withholding.
However,  no withholding is imposed if the distribution is transferred  directly
to another eligible Qualified Plan or IRA. Nonperiodic distributions from an IRA
are subject to income tax  withholding at a flat 10% rate. The recipient of such
a distribution may elect not to have withholding apply.

     Distributions from a 457 program are subject to the normal wage withholding
rules.

403(b) PROGRAMS - CONSTRAINTS ON WITHDRAWALS

     Section 403(b) of the Internal Revenue Code permits public school employees
and employees of  organizations  specified in Section  501(c)(3) of the Internal
Revenue Code, such as certain types of charitable,  educational,  and scientific
organizations,   to  purchase   annuity   contracts,   and  subject  to  certain
limitations,  to exclude the amount of purchase  payments  from gross income for
federal  tax  purposes.   Section   403(b)  imposes   restrictions   on  certain
distributions from  tax-sheltered  annuity contracts meeting the requirements of
Section 403(b) that apply to tax years beginning on or after January 1, 1989.

     Section   403(b)   requires   that   distributions   from  Section   403(b)
tax-sheltered  annuities that are  attributable to employee  contributions  made
after December 31, 1988 under a salary reduction  agreement not begin before the
employee reaches age 59 1/2, separates from service,  dies, becomes disabled, or
incurs a hardship. Furthermore, distributions of income or gains attributable to
such contributions accrued after December 31, 1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
principal residence, or paying certain tuition expenses.

     An Owner of a Contract purchased as a tax-deferred  Section 403(b) annuity
contract will not, therefore,  be entitled to exercise the right of surrender or
withdrawal,  as  described  in this  Prospectus,  in order to receive his or her
Contract Value attributable to premiums paid under a salary reduction  agreement
or any income or gains credited to such Contract

                                       36
<PAGE>


Owner under the Contract unless one of the  above-described  conditions has been
satisfied,  or unless the  withdrawal is otherwise  permitted  under  applicable
federal tax law. In the case of transfers of amounts  accumulated in a different
Section 403(b)  contract to this Contract under a Section  403(b)  Program,  the
withdrawal constraints described above would not apply to the amount transferred
to the Contract  attributable  to a Contract  Owner's  December 31, 1988 account
balance under the old contract,  provided that the amounts  transferred  between
contracts  meets  certain  conditions.  An  Owner's  Contract  may be able to be
transferred  to certain  other  investment or funding  alternatives  meeting the
requirements  of Section 403(b) that are available  under an employer's  Section
403(b) arrangement.

403(b) PROGRAMS - LOAN PRIVILEGES

     Generally,  loans are non-taxable.  However,  loans under a 403(b) contract
are taxable in the event that the loan is in default.  Please  consult  your tax
adviser for more details.



                                OTHER INFORMATION

VOTING OF SHARES OF THE FUNDS

     AUL is the legal owner of the shares of the Portfolios of the Funds held by
the Investment  Accounts of the Variable Account. In accordance with its view of
present  applicable  law, AUL will exercise  voting rights  attributable  to the
shares of the Funds held in the  Investment  Accounts at any regular and special
meetings  of the  shareholders  of the Funds 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 Variable 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 Funds in its own right,  it may
elect to do so.

     The person  having the voting  interest  under a Contract  is the  Contract
Owner.  AUL or the  pertinent  Fund shall send to each  Contract  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 Fund's shares.

     Unless otherwise required by applicable law or under a contract with any of
the Funds,  with  respect to each of the Funds,  the number of Fund 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 Contract on a particular date by the net asset value per share
of that Fund as of the same date.  After the  Annuity  Date,  the number of Fund
shares as to which  voting  instructions  may be given to AUL is  determined  by
dividing the value of all of the Annuity  Units by the net asset value per share
of that Fund 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. 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 Fund.
Voting instructions may be cast in person or by proxy.

     Voting  rights  attributable  to the  Contracts  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  Contracts
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 it shares to any  insurance  company  separate  account that funds
variable life insurance  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 a timely manner for Contracts participating in
the Investment Account.

     Neither the Variable 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 Funds.

SUBSTITUTION OF INVESTMENTS

     AUL  reserves  the  right,  subject to  compliance  with the law as then in
effect, to make additions to, deletions from, substitutions for, or combinations
of the  securities  that  are held by the  Variable  Account  or any  Investment
Account or that the Variable Account or any Investment Account may purchase.  If
shares of any or all of the Funds should no longer be available for  investment,
or if, in the judgment of AUL's management,  further investment in shares of any
or all of the Funds should become  inappropriate  in view of the purposes of the
Contracts,  AUL may  substitute  shares  of  another  fund  for  shares  already
purchased,  or to be purchased in the future under the  Contracts.  AUL may also
purchase,  through the Variable  Account,  other securities for other classes of
contracts,  or permit a conversion  between classes of contracts on the basis of
requests made by Contract Owners or as permitted by Federal law.

     Where  required  under  applicable  law, AUL will not substitute any shares
attributable  to a Contract  Owner's  interest in an  Investment  Account or the
Variable Account without notice,  Contract Owner approval,  or prior approval of
the SEC or a state insurance  commissioner,  and without following the filing or
other procedures established by applicable state insurance regulators.

     AUL also reserves the right to establish additional  Investment Accounts of
the Variable Account that would invest in another

                                       37
<PAGE>


investment company, a series thereof, or other suitable investment vehicle.  New
Investment  Accounts may be established  in the sole  discretion of AUL, and any
new Investment  Account will be made available to existing  Contract Owners on a
basis to be  determined  by AUL.  AUL may also  eliminate or combine one or more
Investment Accounts or cease permitting new allocations to an Investment Account
if, in its sole discretion, marketing, tax, or investment conditions so warrant.

     Subject to any  required  regulatory  approvals,  AUL reserves the right to
transfer  assets of any  Investment  Account of the Variable  Account to another
separate account or Investment Account.

     In the event of any such  substitution  or change,  AUL may, by appropriate
endorsement,  make such changes in these and other Contracts as may be necessary
or appropriate to reflect such substitution or change. AUL reserves the right to
operate the Variable Account as a management  investment  company under the 1940
Act  or  any  other  form  permitted  by  law,  an  Investment  Account  may  be
deregistered  under  that  Act in  the  event  such  registration  is no  longer
required,  or it may be  combined  with  other  separate  accounts  of AUL or an
affiliate  thereof.  Subject to  compliance  with  applicable  law, AUL also may
combine one or more Investment Accounts and may establish a committee, board, or
other  group to manage one or more  aspects  of the  operation  of the  Variable
Account.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

     AUL reserves the right, without the consent of Contract Owners, to make any
change to the  provisions  of the  Contracts to comply with, or to give Contract
Owners the  benefit  of, any  Federal or state  statute,  rule,  or  regulation,
including, but not limited to, requirements for annuity contracts and retirement
plans under the Internal  Revenue Code and  regulations  thereunder or any state
statute or regulation.

RESERVATION OF RIGHTS

     AUL reserves  the right to refuse to accept new  premiums  under a Contract
and to refuse to accept any application for a Contract.

PERIODIC REPORTS

     AUL will send quarterly  statements showing the number,  type, and value of
Accumulation  Units  credited  to the  Contract.  AUL will also send  statements
reflecting  transactions in a Contract Owner's Account as required by applicable
law. In addition, every person having voting rights will receive such reports or
Prospectuses concerning the Variable Account and the Funds as may be required by
the 1940 Act and the 1933 Act.

LEGAL PROCEEDINGS

     There are no legal proceedings pending to which the Variable Account or the
Variable Account's  principal  underwriter or depositor (or any subsidiary) is a
party, or which would materially affect the Variable Account.

LEGAL MATTERS

     Legal  matters  in  connection  with the  issue  and sale of the  Contracts
described in this Prospectus and the organization of AUL, its authority to issue
the Contracts  under Indiana law, and the validity of the forms of the Contracts
under Indiana law have been passed upon by the Associate General Counsel of AUL.

     Legal matters  relating to the Federal  securities  and Federal  income tax
laws have been passed upon by Dechert Price & Rhoads, Washington, D.C.

FINANCIAL STATEMENTS

     Financial  statements  of AUL as of December 31, 1999,  are included in the
Statement of Additional Information.

                                       38
<PAGE>



                             PERFORMANCE INFORMATION

     Performance   information  for  the  Investment  Accounts  is  shown  under
"Performance  of the  Investment  Accounts."  Performance  information  for  the
Investment  Accounts may also appear in promotional reports and sales literature
to current  or  prospective  Contract  Owners in the  manner  described  in this
section.  Performance  information  in  promotional  reports and  literature may
include the yield and effective yield of the Investment Account investing in the
Money Market Investment Account, the yield of the remaining Investment Accounts,
the average annual total return and the total return of all Investment Accounts.
For information on the calculation of current yield and effective yield, see the
Statement of Additional Information.

     Quotations of average annual total return for any  Investment  Account will
be  expressed  in terms of the  average  annual  compounded  rate of return on a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or, if less, up to the life of the  Investment  Account),  and will reflect the
deduction of the applicable  withdrawal  charge,  the mortality and expense risk
charge, and if applicable,  the Annual Contract Fee. Hypothetical  quotations of
average  annual  total  return may also be shown for an  Investment  Account for
periods prior to the time that the Investment Account commenced operations based
upon the  performance  of the mutual  fund  portfolio  in which that  Investment
Account  invests,  and will reflect the deduction of the  applicable  withdrawal
charge,  the Annual  Contract  Fee, and the mortality and expense risk charge as
if, and to the extent,  that such  charges had been  applicable.  Quotations  of
total return,  actual and hypothetical,  may simultaneously be shown that do not
take into account certain  contractual charges such as the withdrawal charge and
the Annual Contract Fee and may be shown for different periods.

     Performance  information  for any  Investment  Account  reflects  only  the
performance of a  hypothetical  Contract under which Contract Value is allocated
to  an  Investment  Account  during  a  particular  time  period  on  which  the
calculations are based. Performance information should be considered in light of
the investment objectives and policies, characteristics, and quality of the Fund
in which the Investment  Account invests,  and the market  conditions during the
given time period, and should not be considered as representation of what may be
achieved in the future. For a description of the methods used to determine yield
and total  return in  promotional  reports  and  literature  for the  Investment
Accounts,  information on possible uses for performance,  and other information,
see the Statement of Additional Information.


                       STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial statements relating to AUL. The Table of Contents of the Statement
of Additional Information is set forth below:
<TABLE>

<S>                                                                                                  <C>
GENERAL INFORMATION AND HISTORY..................................................................    3
DISTRIBUTION OF CONTRACTS........................................................................    3
CUSTODY OF ASSETS................................................................................    3
TAX STATUS OF AUL AND THE VARIABLE ACCOUNT.......................................................    3
TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PLANS...................................  3-6
  403(b) Programs................................................................................    4
  408 and 408A Programs..........................................................................    4
  457 Programs...................................................................................    5
  Employee Benefit Plans.........................................................................    5
  Tax Penalty for All Annuity Contracts..........................................................    5
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities..............................    6
INDEPENDENT ACCOUNTANTS..........................................................................    6
PERFORMANCE INFORMATION..........................................................................  6-7

FINANCIAL STATEMENTS............................................................................. 7-20
</TABLE>

A Statement of Additional  Information may be obtained without charge by calling
or writing to AUL at the telephone  number and address set forth in the front of
this Prospectus. A postage pre-paid envelope is included for this purpose.


                                       39
<PAGE>

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

          No  dealer,  salesman  or any other  person is  authorized  by the AUL
          American  Individual Variable Annuity 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.

          There has been  filed with the  Securities  and  Exchange  Commission,
          Washington, D.C., a Registration Statement under the Securities Act of
          1933, as amended,  and the Investment Company Act of 1940, as amended,
          with respect to the offering herein described. For further information
          with  respect to the AUL  American  Individual  Variable  Annuity Unit
          Trust, AUL and its variable  annuities,  reference is made thereto and
          the exhibits filed  therewith or incorporated  therein,  which include
          all contracts or documents referred to herein.

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





                INDIVIDUAL FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

                      Individual Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                                   PROSPECTUS


                               Dated: February 20, 2001



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



                                       40
<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION
                                February 20, 2001


             INDIVIDUAL FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY
                      Individual Variable Annuity Contracts

                                   Offered By


                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282
                                 (317) 285-1877


                 Individual Annuity Service Office Mail Address:
                 P.O. Box 7127, Indianapolis, Indiana 46206-7127
                                 (800) 863-9354



          This  Statement of  Additional  Information  is not a  prospectus  and
          should be read in  conjunction  with the  current  Prospectus  for AUL
          Individual Flexible Premium Variable Deferred Annuity,  dated February
          20, 2001.


          A Prospectus is available  without charge by calling the number listed
          above or by mailing  the  Business  Reply Mail card  included  in this
          Statement of Additional  Information to American United Life Insurance
          Company(R) ("AUL") at the address listed above.


<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
Description                                                                                        Page

<S>                                                                                             <C>
GENERAL INFORMATION AND HISTORY.................................................................    3

DISTRIBUTION OF CONTRACTS.......................................................................    3

CUSTODY OF ASSETS...............................................................................    3

TAX STATUS OF AUL AND THE VARIABLE ACCOUNT......................................................    3

TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PROGRAMS...............................  3-6
  403(b) Programs...............................................................................    4
  408 and 408A Programs.........................................................................    4
  457 Programs..................................................................................
  Employee Benefit Plans........................................................................    5
  Tax Penalty for All Annuity Contracts.........................................................    5
  Withholding for Employee Benefit Plans and Tax-Deferred Annuities.............................    5

INDEPENDENT ACCOUNTANTS.........................................................................    6

PERFORMANCE INFORMATION.........................................................................  6-7

FINANCIAL STATEMENTS............................................................................ 8-20
</TABLE>

                                        2
<PAGE>

                         GENERAL INFORMATION AND HISTORY

     For a general  description of AUL and the AUL American  Individual Variable
Annuity  Unit  Trust  (the  "Variable   Account"),   see  the  section  entitled
"Information about AUL, The Variable Account,  and The Funds" in the Prospectus.
Defined  terms used in this  Statement of Additional  Information  have the same
meaning as terms defined in the Prospectus.

                           DISTRIBUTION OF CONTRACTS

     AUL is the Principal  Underwriter for the variable  annuity  contracts (the
"Contracts")  described in the  Prospectus  and in this  Statement of Additional
Information.  AUL is registered with the Securities and Exchange Commission (the
"SEC")  as  a  broker-dealer.  The  Contracts  are  currently  being  sold  in a
continuous offering. While AUL does not anticipate discontinuing the offering of
the  Contracts,  it  reserves  the  right to do so.  The  Contracts  are sold by
registered representatives of AUL who are also licensed insurance agents.

     AUL also has sales agreements with various  broker-dealers  under which the
Contracts will be sold by registered representatives of the broker-dealers.  The
registered  representatives are required to be authorized under applicable state
regulations to sell variable annuity contracts.  The broker-dealers are required
to be  registered  with  the SEC and  members  of the  National  Association  of
Securities Dealers, Inc.

     AUL  serves as the  Principal  Underwriter  without  compensation  from the
Variable Account.

                                CUSTODY OF ASSETS

     The  assets  of the  Variable  Account  are  held by AUL.  The  assets  are
maintained  separate and apart from the assets of other separate accounts of AUL
and from AUL's General  Account assets.  AUL maintains  records of all purchases
and redemptions of shares of the Funds.

                   TAX STATUS OF AUL AND THE VARIABLE ACCOUNT

     The  operations of the Variable  Account form a part of AUL, so AUL will be
responsible  for any Federal  income and other taxes that  become  payable  with
respect to the income of the Variable Account. Each Investment Account will bear
its  allocable  share of such  liabilities,  but under current law, no dividend,
interest  income,  or  realized  capital  gain  attributable,  at a minimum,  to
appreciation of the Investment Accounts will be taxed to AUL to the extent it is
applied to increase reserves under the Contracts.

     Each of the Funds in which the  Variable  Account  invests  has advised AUL
that it intends to qualify as a "regulated  investment  company" under the Code.
AUL does not guarantee that any Fund will so qualify. If the requirements of the
Code are met, a Fund will not be taxed on amounts  distributed on a timely basis
to the Variable Account.  Were such a Fund not to so qualify,  the tax status of
the  Contracts  as  annuities  might be lost,  which could  result in  immediate
taxation of amounts  earned under the  Contracts  (except those held in Employee
Benefit Plans and 408 Programs).

     Under regulations  promulgated  under Code Section 817(h),  each Investment
Account must meet certain diversification standards.  Generally, compliance with
these  standards is determined  by taking into account an  Investment  Account's
share of assets of the  appropriate  underlying  Fund. To meet this test, on the
last day of each  calendar  quarter,  no more than 55% of the total  assets of a
Fund  may be  represented  by any  one  investment,  no  more  than  70%  may be
represented by any two  investments,  no more than 80% may be represented by any
three  investments,  and no  more  than  90%  may  be  represented  by any  four
investments.  For the purposes of Section 817(h),  securities of a single issuer
generally are treated as one investment,  but  obligations of the U.S.  Treasury
and each U.S.  Governmental  agency or instrumentality  generally are treated as
securities of separate issuers.

        TAX TREATMENT OF AND LIMITS ON PREMIUMS UNDER RETIREMENT PROGRAMS

     The  Contracts  may be offered for use with  several  types of qualified or
non-qualified retirement programs as described in the Prospectus.  The tax rules
applicable to Owners of Contracts used in connection  with qualified  retirement
programs  vary  according  to the  type of  retirement  plan and its  terms  and
conditions.  Therefore,  no attempt is made herein to provide  more than general
information  about the use of the Contracts  with the various types of qualified
retirement programs.

     Owners,  Annuitants,  Beneficiaries and other payees are cautioned that the
rights of any person to any benefits  under these programs may be subject to the
terms and conditions of the Qualified Plans themselves,  regardless of the terms
and conditions of the Contracts issued in connection therewith.

     Generally, no taxes are imposed on the increases in the value of a Contract
by  reason  of  investment   experience  or  employer   contributions   until  a
distribution occurs, either as a lump-sum

                                       3
<PAGE>

payment or annuity  payments  under an elected  Annuity Option or in the form of
cash withdrawals, surrenders, or other distributions prior to the Annuity Date.

     The  amount  of  premiums  that  may be paid  under a  Contract  issued  in
connection  with a  Qualified  Plan are  subject  to  limitations  that may vary
depending on the type of Qualified Plan. In addition,  early  distributions from
most  Qualified  Plans  may be  subject  to  penalty  taxes,  or in the  case of
distributions of amounts  contributed under salary reduction  agreements,  could
cause the Qualified Plan to be  disqualified.  Furthermore,  distributions  from
most Qualified Plans are subject to certain minimum  distribution rules. Failure
to comply with these rules could  result in  disqualification  of the  Qualified
Plan or  subject  the  Annuitant  to penalty  taxes.  As a result,  the  minimum
distribution  rules could limit the  availability  of certain Annuity Options to
Contract Owners and their Beneficiaries.

     Below are brief  descriptions  of  various  types of  qualified  retirement
programs and the use of the Contracts in connection therewith.  Unless otherwise
indicated  in the context of the  description,  these  descriptions  reflect the
assumption  that the Contract Owner is a participant in the retirement  program.
For Employee Benefit Plans that are defined benefit plans, a Contract  generally
would be purchased by a Participant, but owned by the plan itself.

403(b) PROGRAMS

     Premiums paid pursuant to a 403(b) Program are  excludable  from a Contract
Owner's gross income if they do not exceed the smallest of the limits calculated
under Sections 402(g),  403(b)(2), and 415 of the Internal Revenue Code. Section
402(g) generally limits a Contract Owner's salary reduction premiums to a 403(b)
Program to $10,000 a year. The $10,000 limit may be reduced by salary  reduction
premiums to another type of retirement  plan. A Contract  Owner with at least 15
years of service for a "qualified employer" (i.e., an educational  organization,
hospital,  home health service agency, health and welfare service agency, church
or convention or association of churches) generally may exceed the $10,000 limit
by $3,000 per year, subject to an aggregate limit of $15,000 for all years.

     Section 403(b)(2)  provides an overall limit on employer and Contract Owner
salary  reduction  premiums  that  may be  made  to a  403(b)  Program.  Section
403(b)(2)  generally  provides  that the  maximum  amount of premiums a Contract
Owner may  exclude  from his gross  income in any  taxable  year is equal to the
excess, if any, of:

     (a) the amount determined by multiplying 20% of his includable compensation
by the number of his years of service with his employer, over

     (b) the total  amount  contributed  to  retirement  plans  sponsored by his
employer,  including the Section 403(b)  Program,  that were excludable from his
gross income in prior years.

Contract  Owners  employed by  "qualified  employers"  may elect to have certain
alternative limitations apply.

     Section 415(c) also provides an overall limit on the amount of employer and
Contract Owner's salary reduction premiums to a Section 403(b) Program that will
be  excludable  from an  employee's  gross  income in a given year.  The Section
415(c)  limit is the lesser of (a) $30,000,  or (b) 25% of the Contract  Owner's
annual  compensation  (reduced  by his salary  reduction  premiums to the 403(b)
Program  and  certain  other  employee  plans).  This limit will be reduced if a
Contract Owner also  participates  in an Employee  Benefit Plan  maintained by a
business that he or she controls.

     The  limits  described  above do not apply to  amounts  "rolled  over" from
another  Section  403(b)  Program.  A Contract  Owner who  receives an "eligible
rollover  distribution"  will be  permitted  either to roll over such  amount to
another  Section 403(b) Program or an IRA within 60 days of receipt or to make a
direct rollover to another Section 403(b) Program or an IRA without  recognition
of income.  An "eligible  rollover  distribution"  means any  distribution  to a
Contract Owner of all or any taxable  portion of the balance of his credit under
a Section  403(b)  Program,  other than a  required  minimum  distribution  to a
Contract Owner who has reached age 70 1/2 and excluding any  distribution  which
is one of a  series  of  substantially  equal  payments  made  (1) over the life
expectancy  of the Contract  Owner or the joint life  expectancy of the Contract
Owner and his  beneficiary  or (2) over a specified  period of 10 years or more.
Provisions  of the Internal  Revenue  Code  require  that 20% of every  eligible
rollover  distribution that is not directly rolled over be withheld by the payor
for federal income taxes.

408 AND 408A PROGRAMS

     Code Sections 219, 408 and 408A permit  eligible  individuals to contribute
to an individual  retirement  program,  including a Simplified  Employee Pension
Plan, an Employer Association  Established  Individual Retirement Account Trust,
known as an Individual  Retirement  Account  ("IRA"),  and a Roth IRA. These IRA
accounts are subject to limitations on the amount that may be  contributed,  the
persons who may be eligible, and on the time when distributions may commence. In
addition, certain distributions from some other types of retirement plans may be
placed on a  tax-deferred  basis in an IRA.  Sale of the  Contracts for use with
IRAs may be subject  to special  requirements  imposed by the  Internal  Revenue
Service.  Purchasers  of the  Contracts  for such purposes will be provided with
such  supplementary  information  as may be  required  by the  Internal  Revenue
Service  or other  appropriate  agency,  and will have the  right to revoke  the
Contract under certain circumstances.

     If an  Owner  of a  Contract  issued  in  connection  with  a  408  Program
surrenders the Contract or makes a partial  withdrawal,  the Contract Owner will
realize  income  taxable at  ordinary  tax rates on the amount  received  to the
extent that amount  exceeds the 408 premiums that were not  excludable  from the
taxable income of the employee when paid.

     Premiums  paid to the  individual  retirement  account of a Contract  Owner
under a 408 Program that is described in Section 408(c) of the Internal  Revenue
Code are subject to the

                                       4
<PAGE>

limits on premiums paid to individual  retirement  accounts under Section 219(b)
of the Internal Revenue Code. Under Section 219(b) of the Code, premiums paid to
an individual retirement account are limited to the lesser of $2,000 per year or
the Contract Owner's annual compensation. For tax years beginning after 1996, if
a married couple files a joint return, each spouse may, in the great majority of
cases,  make  contributions to his or her IRA up to the $2,000 limit. The extent
to which a Contract Owner may deduct  premiums paid in connection with this type
of 408 Program  depends on his and his  spouse's  gross  income for the year and
whether either participate in another employer-sponsored retirement plan.

     Premiums  paid  in  connection  with a 408  Program  that  is a  simplified
employee pension plan are subject to limits under Section 402(h) of the Internal
Revenue Code. Section 402(h) currently limits premiums paid in connection with a
simplified  employee  pension  plan to the  lesser  of (a)  15% of the  Contract
Owner's compensation, or (b) $30,000. Premiums paid through salary reduction are
subject to additional annual limits.

     Withdrawals   from  Roth   IRAs  may  be  made   tax-free   under   certain
circumstances. Please consult your tax adviser for more details.


457 PROGRAMS

     Deferrals by an eligible  individual to a 457 Program generally are limited
under Section 457(b) of the Internal Revenue Code to the lesser of (a) $8,000 or
(b) 33 1/3% of the Contract  Owner's  includable  compensation.  If the Contract
Owner  participates  in more than one 457 Program,  the $8,000 limit  applies to
contributions to all such programs. The $8,000 limit is reduced by the amount of
any salary reduction  contribution the Contract Owner makes to a 403(b) Program,
a 408  Program,  or an Employee  Benefit  Program.  The Section  457(b) limit is
increased  during the last three years ending before the Contract  Owner reaches
his normal retirement age under the 457 Program.  Effective January 1, 1997, the
limit on deferrals is indexed in $500 increments.

EMPLOYEE BENEFIT PLANS

     Code Section 401 permits  business  employers and certain  associations  to
establish various types of retirement plans for employees. Such retirement plans
may permit the purchase of Contracts to provide benefits thereunder.

     If an Owner of a Contract  issued in  connection  with an Employee  Benefit
Plan who is a  participant  in the Plan  receives a lump-sum  distribution,  the
portion  of the  distribution  equal to any  premiums  that were  taxable to the
Contract Owner in the year when paid is generally received tax free. The balance
of the  distribution  will  generally  be treated as  ordinary  income.  Special
ten-year  averaging and a capital-gains  election may be available to a Contract
Owner who reached age 50 before 1986.

     Under an Employee  Benefit Plan under Section 401 of the Code, when annuity
payments commence (as opposed to a lump-sum  distribution),  under Section 72 of
the Code, the portion of each payment attributable to premiums that were taxable
to the  participant in the year made, if any, is excluded from gross income as a
return of the participant's investment. The portion so excluded is determined at
the time the payments commence by dividing the  participant's  investment in the
Contract by the expected return.  The periodic payments in excess of this amount
are taxable as  ordinary  income.  Once the  participant's  investment  has been
recovered,  the full annuity payment will be taxable. If the annuity should stop
before the investment has been received,  the unrecovered  portion is deductible
on the  Annuitant's  final return.  If the Contract  Owner paid no premiums that
were taxable to the Contract  Owner in the year made,  there would be no portion
excludable.

     The  applicable  annual  limits  on  premiums  paid in  connection  with an
Employee  Benefit  Plan depend  upon the type of plan.  Total  premiums  paid on
behalf of a Contract  Owner who is a  participant  to all  defined  contribution
plans maintained by an Employer are limited under Section 415(c) of the Internal
Revenue Code to the lesser of (a) $30,000, or (b) 25% of a participant's  annual
compensation.  Premiums  paid through  salary  reduction  to a  cash-or-deferred
arrangement under a profit sharing plan are subject to additional annual limits.
Premiums paid to a defined benefit pension plan are actuarially determined based
upon the amount of benefits the participant will receive under the plan formula.
The maximum  annual  benefit any  participant  may receive  under an  Employer's
defined  benefit plan is limited  under Section  415(b) of the Internal  Revenue
Code. The limits determined under Section 415(b) and (c) of the Internal Revenue
Code are  further  reduced  for a  participant  who  participates  in a  defined
contribution plan and a defined benefit plan maintained by the same employer.

TAX PENALTY FOR ALL ANNUITY CONTRACTS

     Any  distribution  made to a Contract  Owner who is a  participant  from an
Employee  Benefit Plan or a 408 Program  other than on account of one or more of
the  following  events  will  be  subject  to a 10%  penalty  tax on the  amount
distributed:

   (a) the Contract Owner has attained age 59 1/2;
   (b) the Contract Owner has died; or
   (c) the Contract Owner is disabled.


     In  addition,  a  distribution  from an Employee  Benefit  Plan will not be
subject to a 10% excise tax on the amount  distributed  if the Contract Owner is
55 and has separated from service.  Distributions  received at least annually as
part of a series of substantially  equal periodic  payments made for the life of
the Participant  will not be subject to an excise tax.  Certain amounts paid for
medical care also may not be subject to an excise tax.


WITHHOLDING FOR EMPLOYEE BENEFIT PLANS AND
   TAX-DEFERRED ANNUITIES

     Distributions  from an  Employee  Benefit  Plan to an  employee,  surviving
spouse,  or former spouse who is an alternate  payee under a qualified  domestic
relations order, in the form a lump-sum  settlement or periodic annuity payments
for a fixed  period of fewer  than 10 years are  subject  to  mandatory  federal
income tax withholding of 20% of the taxable amount of the distribution,  unless
the distributee directs the transfer of such amounts to another Employee Benefit
Plan or to an Individual  Retirement Account under Code Section 408. The taxable
amount is the amount of the distribution, less the amount allocable to after-tax
premiums.

                                       5
<PAGE>

     All  other  types of  distributions  from  Employee  Benefit  Plans and all
distributions from Individual Retirement Accounts, are subject to federal income
tax withholding on the taxable amount unless the distributee  elects not to have
the withholding apply. The amount withheld is based on the type of distribution.
Federal tax will be withheld from annuity  payments (other than those subject to
mandatory 20% withholding) pursuant to the recipient's withholding  certificate.
If no  withholding  certificate  is filed with AUL,  tax will be withheld on the
basis that the payee is married with three  withholding  exemptions.  Tax on all
surrenders and lump-sum  distributions from Individual  Retirement Accounts will
be withheld at a flat 10% rate.

     Withholding on annuity payments and other  distributions  from the Contract
will be made in accordance with regulations of the Internal Revenue Service.

                             INDEPENDENT ACCOUNTANTS

     PricewaterhouseCoopers  LLP,  independent  accountants,   performs  certain
auditing  services  for AUL  and  performs  similar  services  for the  Variable
Account.  The AUL financial  statements included in this Statement of Additional
Information  have been  audited to the extent and for the periods  indicated  in
their report thereon.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Investment  Accounts  is  shown  in the
prospectus  under   "Performance  of  the  Investment   Accounts."   Performance
information for the Investment  Accounts may also appear in promotional  reports
and literature to current or prospective Contract Owners in the manner described
in this section.  Performance  information in promotional reports and literature
may include the yield and effective yield of the Investment Account investing in
the AUL American Money Market Portfolio ("Money Market Investment Account"), the
yield of the remaining Investment Accounts,  the average annual total return and
the total return of all Investment Accounts.

     Current yield for the Money Market Investment  Account will be based on the
change in the value of a hypothetical  investment (exclusive of capital changes)
over  a  particular  7-day  period,  less a pro  rata  share  of the  Investment
Account's expenses accrued over that period (the "base period"), and stated as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting  yield figures  carried to at least the nearest  hundredth of
one percent.

     Calculation of "effective  yield" begins with the same "base period return"
used in the  calculation  of yield,  which is then  annualized to reflect weekly
compounding pursuant to the following formula:

Effective Yield  =  [(Base Period Return + 1)**365/7] - 1

Quotations of yield for the remaining  Investment  Accounts will be based on all
investment  income per  Accumulation  Unit  earned  during a  particular  30-day
period, less expenses accrued during the period ("net investment  income"),  and
will  be  computed  by  dividing  net  investment  income  by the  value  of the
Accumulation  Unit on the last day of the  period,  according  to the  following
formula:

YIELD =  2[(a-b/cd + 1)**6 - 1]

where a = net  investment  income  earned  during  the  period by the  Portfolio
          attributable to shares owned by the Investment Account

      b = expenses accrued for the period (net of reimbursements),

      c = the average daily number of Accumulation  Units outstanding  during
          the period that were entitled to receive dividends, and

      d = the value (maximum  offering period) per Accumulation  Unit on the
          last day of the period.

     Quotations of average annual total return for any  Investment  Account will
be  expressed  in terms of the  average  annual  compounded  rate of return of a
hypothetical  investment in a Contract over a period of one, five, and ten years
(or, if less, up to the life of the Investment Account),  calculated pursuant to
the  following  formula:  P(1 + T)**n = ERV  (where P = a  hypothetical  initial
payment of $1,000, T = the average annual total return, n = the number of years,
and ERV = the ending  redeemable value of a hypothetical  $1,000 payment made at
the  beginning of the period).  Hypothetical  quotations of average total return
may also be shown for an  Investment  Account for periods prior to the time that
the Investment  Account  commenced  operations based upon the performance of the
mutual fund portfolio in which that Investment Account invests,  as adjusted for
applicable charges.  All standardized total return figures reflect the deduction
of the applicable  withdrawal charge, the Annual Contract Fee, and the mortality
and expense risk charge.  Quotations of total return,  actual and  hypothetical,
may  simultaneously  be shown that do not take into account certain  contractual
charges such as the withdrawal charge and the Annual Contract Fee and quotations
of total return may reflect other periods of time.

     The average annual return that the Investment Accounts achieved for the one
year,  three year, five year, and the lesser of ten years or since inception for
the periods ending

                                       6
<PAGE>

December  31, 1999 under a Flexible  Premium  Contract  and a One Year  Flexible
Premium  Contract  (assuming  the  withdrawal  charge is taken  into  account in
computing  the  ending  redeemable  value)  and  all  Contracts   (assuming  the
withdrawal  charge is not taken into account in computing the ending  redeemable
value) may be found in the Prospectus.

     Performance  information  for an  Investment  Account may be  compared,  in
promotional reports and literature,  to: (1) the Standard & Poor's 500 Composite
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"),  Donoghue Money Market
Institutional Averages, or other indices that measure performance of a pertinent
group of  securities  so that  investors  may  compare an  Investment  Account's
results  with those of a group of  securities  widely  regarded by  investors as
representative  of the  securities  markets  in  general;  (2)  other  groups of
variable  annuity  separate  accounts or other  investment  products  tracked by
Lipper Analytical  Services, a widely used independent research firm which ranks
mutual funds and other investment companies by overall  performance,  investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons who rank such  investment  companies on overall  performance or other
criteria; and (3) the Consumer Price Index (measure for inflation) to assess the
real rate of return from an investment in the  Contract.  Unmanaged  indices may
assume the reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

     Performance  information  for any  Investment  Account  reflects  only  the
performance of a hypothetical  Contract under which an Owner's  Account Value is
allocated to an Investment  Account during a particular time period on which the
calculations are based. Performance information should be considered in light of
the investment objectives and policies, characteristics and quality of the Funds
in which the Investment  Account invests,  and the market  conditions during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.

     Promotional  reports and  literature  may also  contain  other  information
including  (1) the ranking of any  Investment  Account  derived from rankings of
variable  annuity  separate  accounts or other  investment  products  tracked by
Lipper Analytical Services or by other rating services, companies, publications,
or other  persons who rank  separate  accounts or other  investment  products on
overall   performance  or  other  criteria;   (2)  the  effect  of  tax-deferred
compounding  on an  Investment  Account's  investment  returns,  or  returns  in
general,  which may  include a  comparison,  at various  points in time,  of the
return  from  an  investment  in  a  Contract  (or  returns  in  general)  on  a
tax-deferred  basis;  (assuming  one or more tax  rates)  with the  return  on a
taxable basis; and (3) AUL's rating or a rating of AUL's claim-paying ability by
firms that analyze and rate  insurance  companies and by  nationally  recognized
statistical rating organizations.

                                       7
<PAGE>

                              FINANCIAL STATEMENTS

     The financial  statements of AUL,  which are included in this  Statement of
Additional  Information,  should be considered only as bearing on the ability of
AUL to meet its obligations  under the Contracts.  They should not be considered
as bearing on the  investment  performance  of the assets  held in the  Variable
Account.

                        REPORT OF INDEPENDENT ACCOUNTANTS

Report of Independent Accountants

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

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations and comprehensive  income,  policyholder's  surplus and
cash flows present fairly, in all materials respects,  the financial position of
American  United Life Insurance  Company (R) and affiliates  (the  "Company") at
December 31, 1999 and 1998,  and the results of their  operations and their cash
flows for years then ended, in conformity with accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the  Company's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States  which  require  that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP
_________________________________
PricewaterhouseCoopers LLP

Indianapolis, IN
March 17, 2000

<TABLE>
<CAPTION>

                                       8
<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.


                                       9
<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.

                                       10
<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>

                                       11
<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.

                                       12
<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.

                                       13
<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>

                                       14
<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.


                                       15
<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.

                                       16
<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.

                                       17
<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.

                                       18
<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.


                                       19
<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.



[Third Quarter AUL Financials to be provided].


                                       20
<PAGE>


================================================================================
          No  dealer,  salesman  or any other  person is  authorized  by the AUL
          American   Individual   Variable   Annuity  Unit  Trust  to  give  any
          information or to make any  representation  other than as contained in
          this  Statement  of  Additional  Information  in  connection  with the
          offering described herein.

          There has been  filed with the  Securities  and  Exchange  Commission,
          Washington, D.C., a Registration Statement under the Securities Act of
          1933, as amended,  and the Investment Company Act of 1940, as amended,
          with respect to the offering herein described. For further information
          with  respect to the AUL  American  Individual  Variable  Annuity Unit
          Trust, AUL and its variable  annuities,  reference is made thereto and
          the exhibits filed  therewith or incorporated  therein,  which include
          all contracts or documents referred to herein.
================================================================================





              INDIVIDUAL FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY

                      Individual Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282

                       STATEMENT OF ADDITIONAL INFORMATION


                            Dated: February 20, 2001


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


                                       21
<PAGE>


                            Part C: Other Information

Item 24.  Financial Statements and Exhibits


(a) Financial Statements
    1. Included in Prospectus (Part A):
       Condensed Financial Information(3)
    2. Included in Statement of Additional Information (Part B):
       (a) Financial Statements of American United Life Insurance Company(R)(5)
           Report of Independent Accountants
           Combined Balance Sheet - Assets, Liabilities and Policyholders'
            Surplus as of December 31, 1999 and 1998
           Combined Statement of Operations and Comprehensive Income
            for the years ended December 31, 1999 and 1998
           Combined Statement of Policyholders' Surplus for the years ended
            December 31, 1999 and 1998
           Combined Statement of Cash Flows for the years ended  December 31,
            1999 and 1998
           Notes to Financial Statements
           Quarterly Statement as of September 30, 2000
           Statement of Assets as of September 30, 2000
           Statement of Liabilities, Surplus and Other Funds as of
            September 30, 2000
           All Exhibits and Schedules as of September 30, 2000
           Statement of Summary of Operations as of September 30, 2000
           Statement of Cashflow as of September 30, 2000
           Statement of Reconciliation of Ledger Assets as of September 30, 2000

        (b) Financial Statements of AUL American Individual Variable Annuity
            Unit Trust
            Not applicable

(b)      Exhibits
         1. Resolution of the Executive Committee of American United Life
            Insurance Company(R) ("AUL") establishing AUL American Individual
            Unit Trust(1)
         2. Not applicable
         3. Not applicable
         4. Individual Variable Annuity Contract Forms
            4.1 Flexible Premium Variable Annuity Contract (1)
            4.2 One Year Flexible Premium Variable Annuity Contract (1)
            4.3 Enhanced Death Benefit Rider (1)
            4.4 Guaranteed Minimum Income Benefit Rider (2)
            4.5 Guaranteed Minimum Account Value Rider (1)
            4.6 Long Term Care Facility & Terminal Illness Rider (1)
         5. Individual Variable Annuity Enrollment Form(2)(3)
            5.1 Form of Select Point Plus Bonus Program Disclosure(5)
         6. Certificate of Incorporation and By-Laws of the Depositor
            6.1 Articles of Merger between American Central Life Insurance
                Company and United Mutual Life Insurance Company(1)
            6.2 Certification of the Indiana Secretary of State as to the filing
                of the Articles of Merger between American Central Life
                Insurance Company and United Mutual Life Insurance Company(1)
            6.3 Code of By-Laws of American United Life Insurance Company(R)(1)
         7. Not applicable
         8. Form of Participation Agreements:
            8.1 Form of Participation Agreement with Alger American Fund(2)
            8.2 Form of Participation Agreement with American Century Variable
                Portfolios(2)
            8.3 Form of Participation Agreement with Calvert Variable Series(2)
            8.4 Form of Participation Agreement with Fidelity Variable Insurance
                Products Fund(2)
            8.5 Form of Participation Agreement with Fidelity Variable Insurance
                Products Fund II(2)
            8.6 Form of Participation Agreement with Janus Aspen Series(2)
            8.7 Form of Participation Agreement with PBHG Funds, Inc.(2)
            8.8 Form of Participation Agreement with SAFECO Resource Series
                Trust(2)
            8.9 Form of Participation Agreement with T. Rowe Price Equity
                Series, Inc.(2)
         9. Opinion and Consent of Associate General Counsel of AUL as to the
            legality of the Contracts being registered(2)
        10. Miscellaneous Consents
            10.1  Consent of Independent Accountants(5)
            10.2  Consent of Dechert Price & Rhoads(2)
            10.3  Powers of Attorney(1)(3)
        11. Financial Statements of AUL American Individual Variable Annuity
            Unit Trust(4)
        12. Not applicable
        13. Computation of Performance Quotations(1)
        14. Financial Data Schedules(3)

(1) Filed with the Registrant's Registration Statement on December 31, 1998
(2) Filed with the Registrant's Pre-Effective Amendment No. 1 to the Registr-
    ation Statement on April 1, 1999
(3) Filed with the Registrant's Post-Effective Amendment No. 1
     (File No. 333-70049) on April 26, 2000.
(4) Filed electronically by Registrant as part of Form N-30D on
     August 30, 2000.
(5) File with the Registrant's Post-Effective Amendment No. 2 to the Registr-
     ation Statement on December 22, 2000


<TABLE>

<PAGE>

<CAPTION>
Item 25. Directors and Officers of AUL
<S>                                 <C>
Name and Address                    Positions and Offices with AUL
----------------                    ------------------------------

John R. Barton*                     Senior Vice President

Steven C. Beering M.D.              Director
500 McCormick Rd.
West Lafayette, IN 47906

William R. Brown*                   General Counsel and Secretary, AUL
                                    Secretary, State Life Insurance Co.

Arthur L. Bryant                    Director
11817 Sand Dollar Ct.
Indianapolis, Indiana 46256

James M. Cornelius                  Director
1055 Park Place
Zionsville, IN 46077

Christel DeHaan                     Director
6330 Mayfield Ln.
Zionsville, IN 46077

James E. Dora                       Director
5121 Green Braes, E. Dr.
Indianapolis, Indiana 46234

Otto N. Frenzel III                 Director and Chairman of the Audit
11330 Templin Rd.                   Committee
Zionsville, IN 46077

David W. Goodrich                   Director
6060 Sunset Ln.
Indianapolis, Indiana 46228

Catherine B. Husman*                Vice President and Chief Actuary

William P. Johnson                  Director
19448 Rio Verde Dr.
Goshen, IN 46526

Scott A. Kincaid*                   Senior Vice President

Charles D. Lineback*                Senior Vice President

Constance E. Lund*                  Senior Vice President

Dayton H. Molendorp*                Senior Vice President

James T. Morris                     Director and Chairman of the Salary
8191 N. Pennsylvania                and Nominating Committee
Indianapolis, IN 46240

Jerry L. Plummer*                   Senior Vice President

R. Stephen Radcliffe*               Director and Executive Vice President

Thomas E. Reilly Jr.                Director and Chairman of the Finance
8877 Pickwick Dr.                   Committee
Indianapolis, IN 46260

William R. Riggs                    Director
7614 Silver Pine Ct.
Indianapolis, IN 46250

G. David Sapp*                      Senior Vice President

John C. Scully                      Director
67 Maugus Ave.
Wellesley, MA. 02181

Jerry D. Semler*                    Chairman of the Board, President, Chief
                                    Executive Officer, Chairman of the
                                    Executive Committee, and Chairman of the AUL
                                    Acquisition Committee; Chairman the Board,
                                    Chief Executive Officer, State Life
                                    Insurance Co.

---------------------------------------------
*One American Square, Indianapolis, Indiana 46282

                                       2
<PAGE>

Item 25. Directors and Officers of AUL (Continued)

Name and Address                    Positions and Offices with AUL
----------------                    ------------------------------

Yvonne H. Shaheen                   Director
11808 Rolling Springs Dr.
Carmel, IN 46032

William L. Tindall*                 Senior Vice President

Frank D. Walker                     Director
3613 Bay Rd. N. Dr.
Indianapolis, IN 46240



----------------------------------------------
*One American Square, Indianapolis, Indiana 46282

</TABLE>

Item 26. Persons Controlled by or Under Common Control with Registrant


American United Life Insurance  Company(R) (AUL) (Broker Dealer No. 801-8074) is
a stock insurance company existing under the laws of the State of Indiana.

On December 17, 2000, AUL converted  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.  Upon the  conversion,  the insurance  company issued 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,  which in turn would 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  was   previously   a  mutual   life   insurance   company,   owners
("policyholders")  of  AUL's  annuity  contracts  and  life  insurance  policies
("policies") had 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. Upon the conversion,
policyholders  continue to be policyholders in the same insurance  company,  but
they no longer have a  membership  interest in the  insurance  company;  rather,
policyholders  have membership  interests in the Mutual Holding  Company.  These
interests  in the  Mutual  Holding  Company  are  substantially  the same as the
membership  interests  that  policyholders  had 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 conversion has been approved by AUL policyholders and the the
Insurance Commissioner of Indiana.  Under the conversion,  the insurance company
name did not change.  The Mutual Holding  Company name is American United Mutual
Insurance  Holding  Company.  The  Stock  Holding  Company  Name  is  OneAmerica
Financial Partners, Inc.


In accordance  with current law, it is  anticipated  that  American  United Life
Insurance  Company(R)  ("AUL") will request voting  instructions  from owners or
participants  of any  Contracts  that are funded by separate  accounts  that are
registered  investment  companies  under the Investment  Company Act of 1940 and
will vote shares in any such separate  account  attributable to the Contracts in
proportion  to the  voting  instructions  received.  AUL may vote  shares of any
Portfolio, if any, that it owns beneficially in its own discretion.

AUL American Individual Unit Trust (File No. 811-8536),  AUL American Individual
Variable  Annuity Unit Trust (File No.  811-9193),  and AUL American  Unit Trust
(File No. 811-5929) are separate  accounts of AUL,  organized for the purpose of
the sale of group and individual variable annuity contracts, respectively.

AUL  American  Individual  Variable  Life Unit Trust  (File No.  811-8311)  is a
separate  account of AUL,  organized  for the purpose of the sale of  individual
variable life insurance products.

American  United Life Pooled  Equity  Fund B (File No.  811-1571)  is a separate
account of AUL organized for the purpose of the sale of group  variable  annuity
contracts.   Effective  5/1/2000,  the  sale  of  accumulation  units  has  been
terminated under applicable contract provisions.

AUL  Equity  Sales  Corp.  (Broker  Dealer  No.  801-56819)  is a  wholly  owned
subsidiary of AUL, organized under the laws of the State of Indiana in 1969 as a
broker-dealer to market registered variable insurance products and mutual funds.

AUL American Series Fund, Inc. (the "Fund") (File No. 811-5850) was incorporated
under the laws of Maryland on July 26, 1989 and is  registered  as an  open-end,
diversified  management  investment  company under the Investment Company Act of
1940. As a "series" type of mutual Fund,  the Fund issues shares of common stock
relating  to separate  investment  portfolios.  Substantially  all of the Fund's
shares  were  originally  purchased  by  AUL  in  connection  with  the  initial
capitalization  of the Fund.  On  December  31,  1999,  AUL  owned  5.61% of the
outstanding shares of the Fund's Equity portfolio, 11.76% of the Fund's Tactical
Asset  Allocation   Portfolio,   77.97%  of  the  Fund's  Conservative  Investor
Portfolio,  67.14% of the Fund's Moderate Investor Portfolio,  and 68.78% of the
Fund's Aggressive  Investor Portfolio.  Therefore,  AUL would be able to control
any issue submitted to the vote of shareholders of the LifeStyle Portfolios.

AUL may also be  deemed to  control  State  Life  Insurance  Company(R)  ("State
Life"),  since a majority of AUL's  Directors  also serve as  Directors of State
Life.  By virtue  of an  agreement  between  AUL and State  Life,  AUL  provides
investment and other support services for State Life on a contractual basis.

American United Life RE S.A. is an Argentinian  corporation and was incorporated
on October 8, 1999 for the primary purpose of pursuing  reinsurance  business in
South and Central  America.  AUL may be deemed to wholly own and control 100% of
the stock of the corporation.

AUL Reinsurance  Management Services, LLC ("RMS") is a limited liability company
organized  under the laws of Indiana on November 3, 1999.  RMS is a  reinsurance
intermediary for certain catastrophic or pooled risks and AUL's affiliation with
RMS  allows  it the  opportunity  to  participate  in this  type of  reinsurance
business.  RMS  wholly  owns  these  subsidiaries:  AUL  Reinsurance  Management
Services,  Canada, Ltd.; AUL Reinsurance Management Services (Bermuda) Ltd.; and
Duncanson & Holt Administrative  Services,  Inc. (name to be changed to AUL Long
Term Care Solutions, Inc.).

Pioneer  Mutual  Life  Insurance  Company  is a  North  Dakota  domestic  mutual
insurance  company whose  principal  business is the sale of life  insurance and
annuity  contracts.  Although not an affiliate at the present  time, on November
10,  1998,  Pioneer  Mutual  became a party  to an  agreement,  whereby  it will
eventually become a part of the mutual holding company structure noted above. On
March 31,  1999,  AUL  purchased a Surplus  Note  issued by Pioneer  Mutual Life
Insurance Company in the amount of $10,000,000.

                                       3
<PAGE>

Item 27. Number of Contractholders

As of December  31,  1999,  AUL has issued  1,214  Individual  variable  annuity
contracts  associated with the Registrant,  70 of which are No Withdrawal Charge
contracts and 1,144 of which are contracts containing a withdrawal charge.

Item 28. Indemnification

Article IX, Section 1 of the by-laws of 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 de-
fense 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 ad-
judged in such action, suit or proceeding, to be liable  for  negligence or mis-
conduct 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 corpor-
ation that such settlement be made and that such director  or  officer  was  not
guilty of negligence or misconduct.  Such rights of  indemnification  and  reim-
bursement 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 other-
wise.

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

Item 29. Principal Underwriters

(a) AUL acts as Investment Adviser to American United Life Pooled Equity Fund B
    (File No. 2-27832) and to AUL American Series Fund, Inc. (File No. 33-30156)
(b) For information regarding AUL's Officers and Directors, see Item 25 above.
(c) Not applicable


Item 30. Location of Accounts and Records

The accounts,  books and other documents required to be maintained by Registrant
pursuant to Section  31(a) of the  investment  Company Act of 1940 and the rules
under that section will be maintained at One American Square,  Indianapolis,  IN
46282.


Item 31. Management Services

There are no  management-related  service  contracts  not discussed in Part A or
Part B.

                                       4
<PAGE>

Item 32. Undertakings

The registrant hereby undertakes:

(a)      to file a post-effective  amendment to this  registration  statement as
         frequently  as is  necessary  to  ensure  that  the  audited  financial
         statements in this registration statement are never more than 16 months
         old for so long as payments under the variable annuity contracts may be
         accepted, unless otherwise permitted.

(b)      to include either (1) as part of any application to purchase a contract
         offered  by the  prospectus,  a space  that an  applicant  can check to
         request a Statement of  Additional  Information,  or (2) a post card or
         similar written  communication affixed to or included in the prospectus
         that the  applicant  can remove to send for a Statement  of  Additional
         Information.

(c)      to deliver any  Statement of Additional  Information  and any financial
         statements  required to be made available under this Form promptly upon
         written or oral request.


Additional Representations:

(a)      The Registrant  and its Depositor are relying upon American  Council of
         Life Insurance,  SEC No-Action  Letter,  SEC Ref. No. IP-6-88 (November
         28, 1988) with respect to annuity  contract offered as funding vehicles
         for retirement  plans meeting the requirements of Section 403(b) of the
         Internal  Revenue Code,  and the  provisions of paragraphs (1) - (4) of
         this letter have been complied with.

(b)      The Registrant represents that  the aggregate fees and charges deducted
         under  the  variable  annuity  contracts  are  reasonable  in  relation
         to the services rendered, the expenses expected to be incurred, and the
         risks assumed by the Insurance Company.

                                       5
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  Registrant  certifies  that it has duly  caused this
Post-Effective  Amendment to the Registration  Statement (Form N-4) to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Indianapolis and the State of Indiana on this 21st day of December, 2000.


                               AUL AMERICAN INDIVIDUAL VARIABLE LIFE UNIT TRUST
                                            (Registrant)

                               By:  American United Life Insurance Company

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


                               AMERICAN UNITED LIFE INSURANCE COMPANY(R)
                                            (Depositor)

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


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

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

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


_______________________________________________                      Director          December 21, 2000
Steven C. Beering M.D.*



_______________________________________________                      Director          December 21, 2000
Arthur L. Bryant*



_______________________________________________                      Director          December 21, 2000
James E. Cornelius*



_______________________________________________                      Director          December 21, 2000
Christel DeHaan*



_______________________________________________                      Director          December 21, 2000
James E. Dora*



_______________________________________________                      Director          December 21, 2000
Otto N. Frenzel III*



_______________________________________________                      Director          December 21, 2000
David W. Goodrich*



_______________________________________________                      Director          December 21, 2000
William P. Johnson*



_______________________________________________                      Principal         December 21, 2000
Constance E. Lund*                                                   Financial and
                                                                     Accounting Officer


<PAGE>



                             SIGNATURES (Continued)

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



_______________________________________________                      Director           December 21, 2000
James T. Morris*



_______________________________________________                      Director           December 21, 2000
R. Stephen Radcliffe*



_______________________________________________                      Director           December 21, 2000
Thomas E. Reilly Jr*



_______________________________________________                      Director           December 21, 2000
William R. Riggs*



_______________________________________________                      Director           December 21, 2000
John C. Scully*



_______________________________________________                      Director           December 21, 2000
Yvonne H. Shaheen*



_______________________________________________                      Director           December 21, 2000
Frank D. Walker*



</TABLE>


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

Date:  December 21, 2000





<PAGE>
<TABLE>


                                  EXHIBIT LIST


<S>                   <C>                      <C>
 Exhibit               Exhibit
 Number in Form       Numbering
 N-4, Item 24(b)        Value                  Name of Exhibit
----------------      ---------                ---------------

   5.1                EX-99.B5.1               Form of Select Point Plus Bonus Program
                                                Disclosure

  10.1                EX-99.B10.1              Consent of Independent Accountants





</TABLE>


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