AUL AMERICAN UNIT TRUST
497, 1999-08-25
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                                    PROSPECTUS

                                       for

                             AUL American Unit Trust



                              Dated August 20, 1999



                         AUL American Series Fund, Inc.


                                Dated May 1, 1999





                                  Sponsored by:

                                   AUL (LOGO)

                    American United Life Insurance Company(R)
                 P.O. Box 6148, Indianapolis, Indiana 46206-6148
                               http://www.aul.com



<PAGE>



                                   Prospectus
                             AUL American Unit Trust
                        GROUP VARIABLE ANNUITY CONTRACTS
                                   Offered By
                    American United Life Insurance Company(R)
                               One American Square
                           Indianapolis, Indiana 46282

                                 (800) 249-6269

                     Annuity Service Office Mailing Address:
                 P.O. Box 6148, Indianapolis, Indiana 46206-6148




                   The date of this Prospectus is August 20, 1999.






     This Prospectus describes group annuity contracts  ("Contracts") offered by
American  United  Life  Insurance  Company(R)  ("AUL"  or  the  "Company").  Any
employer,  association,  or  other  group  may  enter  into  the  Contracts  and
specialized  plans that do not  qualify for  favorable  tax  treatment,  such as
non-qualified Section 457 plans may also be sold.

     This Prospectus  describes contracts that allow ongoing  contributions that
can vary in  amount  and  frequency  ("Recurring  Contribution  Contracts")  and
contracts that allow only a single contribution to be made ("Single Contribution
Contracts").  All of the  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 annuity payments to begin on a future date.

     A Participant may allocate  contributions to the AUL American Unit Trust, a
separate account of AUL (the "Variable Account"). The Variable Account, in turn,
invests in shares of mutual fund portfolios. The Participant does not own shares
of the mutual fund, only units in the Variable Account.  The Variable Account is
divided  into  Investment  Accounts.  These  Investment  Accounts  invest in the
corresponding  Portfolios  offered  by  the  mutual  funds.  For  example,  if a
Participant  decides to allocate his  contributions  to the AUL American  Equity
Investment Account,  those contributions would buy units of the Variable Account
which,  in turn,  would  buy  shares  of the AUL  American  Series  Fund  Equity
Portfolio.  Contributions  allocated  to a  variable  Investment  Account of the
Variable Account  fluctuate in value depending on the investment  performance of
the corresponding  mutual fund portfolio.  These amounts are not guaranteed.  In
the  alternative,  a  participant  may  allocate  contributions  to AUL's  Fixed
Account. These contributions will earn interest at rates that are paid by AUL as
described in "The Fixed  Account." A Participant may allocate  contributions  to
one or more of the Investment  Accounts,  but not all of the Investment Accounts
may be available under a specific Contract.

  The Mutual Fund Portfolios that may be offered under the contracts are:
<TABLE>
<CAPTION>
<S>                                                  <C>


AUL American Equity Portfolio                        Fidelity Equity-Income Portfolio
AUL American Bond Portfolio                          Fidelity Growth Portfolio
AUL American Managed Portfolio                       Fidelity High Income Portfolio
AUL American Money Market Portfolio                  Fidelity Index 500 Portfolio
AUL American Tactical Asset Allocation Portfolio     Fidelity Overseas Portfolio
AUL American Conservative Investor Portfolio         Janus Flexible Income Portfolio
AUL American Moderate Investor Portfolio             Janus Worldwide Growth Portfolio
AUL American Aggressive Investor Portfolio           PBHG Growth II Portfolio
Alger American Growth Portfolio                      PBHG Technology & Communications Portfolio
American Century VP Capital Appreciation Portfolio   SAFECO RST Equity Portfolio
Calvert Social Mid Cap Growth Portfolio              SAFECO RST Growth Portfolio
Fidelity Asset Manager Portfolio                     T. Rowe Price Equity Income Portfolio
Fidelity Contrafund Portfolio


</TABLE>


     This Prospectus  provides  information about the Contracts and the Variable
Account that a prospective  investor  should know before  investing.  Additional
information is contained in a Statement of Additional  Information ("SAI") dated
July 15, 1999, which has been filed with the Securities and Exchange  Commission
(the "SEC").  The SAI is  incorporated  by  reference  into this  Prospectus.  A
prospective  investor may obtain a copy of the SAI without  charge by calling or
writing AUL at the telephone  number or address  indicated  above.  The table of
contents of the SAI 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 representation to the contrary is a
criminal offense.

     This Prospectus should be accompanied by a current Prospectus for each fund
being  considered.  Each of these  prospectuses  should  be read  carefully  and
retained for future reference.



                 The date of this Prospectus is August 20, 1999.




<PAGE>



                                TABLE OF CONTENTS
Description                                               Page

DEFINITIONS.............................................    3-4
SUMMARY.................................................    5-7
  Purpose of the Contracts..............................      5
  Types of Contracts....................................      5
  The Variable Account and the Funds....................      5
  Fixed Account.........................................      6
  Contributions.........................................      6
  Transfers.............................................      6
  Withdrawals...........................................      6
  The Death Benefit.....................................      6
  Annuity Options.......................................      6
  Charges...............................................      6
   Withdrawal Charge....................................      6
   Premium Tax Charge...................................      7
   Mortality and Expense Risk Charge....................      7
   Administrative Charge................................      7
   Expenses of the Funds................................      7
  Ten-Day Free Look.....................................      7
  Termination by the Owner..............................      7
  Contacting AUL........................................      7
EXPENSE TABLE...........................................   8-12
CONDENSED FINANCIAL INFORMATION.........................  12-14
PERFORMANCE OF THE INVESTMENT
  ACCOUNTS..............................................  15-16
INFORMATION ABOUT AUL, THE VARIABLE
  ACCOUNT, AND THE FUNDS................................  17-20
  American United Life Insurance Company(R).............     17
  Variable Account......................................     17
  The Funds.............................................     17
   AUL American Series Fund, Inc........................     18
   Alger American Fund..................................     18
   American Century Variable Portfolios, Inc............     18
   Calvert Variable Series..............................     19
   Fidelity Variable Insurance Products Fund............     19
   Fidelity Variable Insurance Products Fund II.........     19
   Janus Aspen Series...................................     20
   PBHG Insurance Series Fund, Inc......................     20
   SAFECO Resource Series Trust.........................     20
   T. Rowe Price Equity Series, Inc.....................     20
THE CONTRACTS...........................................     21
  General...............................................     21
CONTRIBUTIONS AND CONTRACT VALUES
  DURING THE ACCUMULATION PERIOD........................  21-23
  Contributions under the Contracts.....................     21
  Ten-Day Free Look.....................................     21
  Initial and Single Contributions......................     21
  Allocation of Contributions...........................     21
  Subsequent Contributions Under Recurring
   Contribution Contracts...............................     22
  Transfers of Account Value............................     22
  Participant's Variable Account Value..................     22
   Accumulation Units...................................     22
   Accumulation Unit Value..............................     22
   Net Investment Factor................................     23
  Dollar Cost Averaging.................................     23
CASH WITHDRAWALS AND THE DEATH
  BENEFIT...............................................  24-27
  Cash Withdrawals......................................     24
  Systematic Withdrawal Service for 403(b) and
   408 Programs.........................................     24
  Constraints on Withdrawals............................     25
   General..............................................     25
   403(b) Programs......................................     25
   Texas Optional Retirement Program....................     25
  The Death Benefit.....................................     25
  Termination by the Owner..............................     26
  Termination by AUL....................................     27
  Payments from the Variable Account....................     27
CHARGES AND DEDUCTIONS..................................  27-30
  Premium Tax Charge....................................     27
  Withdrawal Charge.....................................     27
  Mortality and Expense Risk Charge.....................     28
  Variable Investment Plus Factor.......................     28
  Administrative Charge.................................     29
  Other Charges.........................................     29
  Variations in Charges.................................     29
  Guarantee of Certain Charges..........................     30
  Expenses of the Funds.................................     30
ANNUITY PERIOD..........................................  30-31
  General...............................................     30
  Annuity Options.......................................     30
   Option 1 - Life Annuity..............................     30
   Option 2 - Certain and Life Annuity..................     30
   Option 3 - Survivorship Annuity......................     30
   Option 4 - Installment Refund Life Annuity...........     31
   Option 5 - Fixed Periods.............................     31
  Selection of an Option................................     31
THE FIXED ACCOUNT.......................................  31-33
  Interest..............................................     31
  Withdrawals and Transfers.............................     32
  Transfer of Interest Option...........................     32
  Contract Charges......................................     33
  Payments from the Fixed Account.......................     33
  Loans from the Fixed Account..........................     33
MORE ABOUT THE CONTRACTS................................     34
  Designation and Change of Beneficiary.................     34
  Assignability.........................................     34
  Proof of Age and Survival.............................     34
  Misstatements.........................................     34
  Acceptance of New Participants or Contributions.......     34
FEDERAL TAX MATTERS.....................................  34-37
  Introduction..........................................     34
  Tax Status of the Company and
   the Variable Account.................................     34
  Tax Treatment of Retirement Programs..................     35
  Employee Benefit Plans................................     35
  403(b) Programs.......................................     35
  408 Programs..........................................     35
  457 Programs..........................................     36
  Tax Penalty...........................................     36
  Withholding...........................................     36
  Effect of Tax-Deferred Accumulation...................     36
OTHER INFORMATION.......................................  37-39
  Voting of Shares of the Funds.........................     37
  Substitution of Investments...........................     38
  Changes to Comply with Law and Amendments.............     38
  Reservation of Rights.................................     39
  Periodic Reports......................................     39
  Legal Proceedings.....................................     39
  Legal Matters.........................................     39
YEAR 2000 READINESS DISCLOSURE..........................     39
PERFORMANCE INFORMATION.................................  39-40
STATEMENT OF ADDITIONAL
  INFORMATION...........................................     40

                                        2

<PAGE>

                                   DEFINITIONS

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

ACCOUNT DATE - The date on which a Participant's initial contribution is applied
to a Participant's  Account and on which AUL begins to determine account values.
It is the date used to determine Account Years and Account Anniversaries.

ACCUMULATION PERIOD - The period commencing on a Participant's  Account Date and
terminating  when  the  Participant's   Account  is  closed,  either  through  a
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  COMMENCEMENT  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.

AUL - American United Life Insurance Company(R)

BENEFICIARY - The person having the right to the death benefit,  if any, payable
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).


BENEFIT RESPONSIVE AND MODIFIED BENEFIT RESPONSIVE  CONTRACTS - Certain types of
Contracts  in which  withdrawal  charges are not applied for payment of benefits
associated  with  retirement,  death,  disability,  termination  of  employment,
hardship,  loan,  or  other minimum  distribution  benefits under  the  Internal
Revenue Code.


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.

CERTIFICATE - The document for each  Participant  that evidences the coverage of
the Participant under a Contract.

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

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.  The first  Contract Year may, at the
request  of the  Owner,  be less than 12 months so that the  Contract  Year will
coincide with the Owner's accounting year.  Thereafter,  each Contract Year will
consist of a 12 month period.

CONTRIBUTIONS - Any amount  deposited under a Contract by a Participant or by an
Owner or other duly authorized  entity on behalf of a Participant under a 403(b)
Program,  a 408  Program,  an  Employee  Benefit  Plan,  or by  an  Employer  in
connection with a 457 Program. Depending on the type of Contract,  contributions
may be made on a recurring basis or on a single premium basis.

DEATH BENEFIT - The death benefit  payable  under a particular  contract.  Under
certain  Contracts  (see  Guaranteed  Minimum  Death Benefit  below),  the death
benefit may be the greater of the Participant's  Account Value or the Guaranteed
Minimum Death Benefit provided under 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.

EMPLOYER - A tax-exempt or public  school  organization  or other  employer with
respect  to which a  Contract  has been  entered  into  for the  benefit  of its
employees.  In some  cases,  a  trustee  or  custodian  may act as the Owner for
Participants.  In this case,  rights  usually  reserved to the Employer  will be
exercised either directly by the employees or through such trustee or custodian,
which will act as the agent of such employees.

EMPLOYER  SPONSORED 403(B) PROGRAM - A 403(b) Program to which an Employer makes
contributions  on behalf of its employees by means other than a salary reduction
arrangement,  or other  403(b)  Program that is subject to the  requirements  of
Title I of the Employee Retirement Income Security Act of 1974, as amended.

FIXED ACCOUNT - An account that is part of AUL's General Account in which all or
a portion of a Participant's Account Value may be held for accumulation at fixed
rates of interest paid by AUL. The Fixed Account may not be available  under all
contracts.

FUNDS - AUL American Series Fund,  Inc.,  Alger American Fund,  American Century
Variable Portfolios,  Inc., Calvert Variable Series, Fidelity Variable Insurance
Products Fund, Fidelity Variable Insurance Products Fund II, Janus Aspen Series,
PBHG Insurance  Series Fund,  Inc.,  SAFECO Resource  Series Trust,  and T. Rowe
Price Equity  Series.  Each of the Funds is a diversified,  open-end  management
investment company commonly referred to as a mutual fund.


                                       3
<PAGE>

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


GUARANTEED MINIMUM DEATH BENEFIT - The guaranteed minimum death benefit provided
under certain Contracts. Prior to the first Contract Anniversary, the benefit is
equal to the  Contributions  made for a  Participant  minus any  withdrawals  or
loans. Following the first Contract Anniversary,  the minimum guaranteed benefit
is reset annually, based  on  the  age  of  the  Participant  on his or her last
birthday.  As of the Participant's death,  the  Guaranteed Minimum Death Benefit
ceases to increase or decrease in value.


HOME OFFICE - The Annuity 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  ACCOUNT - A  sub-account  of the  Variable  Account  that invests in
shares of a specific Portfolio of AUL American Series Fund, Inc., Alger American
Fund,  American  Century  Variable  Portfolios,  Inc.,  Calvert Variable Series,
Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance Products
Fund II, Janus Aspen Series,  PBHG Insurance Series Fund, Inc.,  SAFECO Resource
Series Trust,  and T. Rowe Price Equity  Series,  Inc. Not all of the Investment
Accounts may be available under a particular Contract and some of the Investment
Accounts are not available for certain types of Contracts.

OWNER - The  employer,  association,  trust,  or other  entity  entitled  to the
ownership  rights  under the Contract and in whose name or names 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 Sections  401,  408, or 457 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) Program.  The term "Owner," as used in this Prospectus,
shall include, where appropriate, such a trustee, custodian, or administrator.

PARTICIPANT  - An  eligible  employee,  member,  or  other  person  named in the
Certificate  who is  entitled  to  benefits  under  the Plan as  determined  and
reported to AUL by the Owner or other duly authorized entity.

PARTICIPANT'S ACCOUNT - An account established for each Participant.

PARTICIPANT'S ACCOUNT VALUE - The current value of a Participant's Account under
a Contract, which is equal to the sum of a Participant's Fixed Account Value and
Variable Account Value. Initially, it is equal to the initial contribution,  and
thereafter will reflect the net result of contributions,  investment experience,
charges deducted, loans, and any partial withdrawals taken.

PARTICIPANT'S FIXED ACCOUNT VALUE - The total value of a Participant's  interest
in the Fixed Account.

PARTICIPANT'S  VARIABLE  ACCOUNT  VALUE - The  total  value  of a  Participant's
interest in the Investment Accounts of the Variable Account.

PARTICIPANT'S  WITHDRAWAL  VALUE  - A  Participant's  Account  Value  minus  the
applicable  withdrawal  charge  and minus  the  Participant's  outstanding  loan
balances, if any, and any expense charges due thereon.

PLAN - The  retirement  plan or plans in  connection  with which the Contract is
issued and any subsequent amendment to such a plan.

VALUATION  DATE - Each date on which  the  Variable  Account  is  valued,  which
currently  includes  each  Business Day that is also a day on which the New York
Stock Exchange is open for trading.

VALUATION PERIOD - A period used in measuring the investment  experience of each
Investment  Account of the Variable Account.  The Valuation Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

VARIABLE ACCOUNT - AUL American Unit Trust,  which is a separate account of AUL,
and whose assets and liabilities  are maintained  separately from those of AUL's
General Account.

403(B) PROGRAM - An arrangement by a public school organization or a charitable,
educational,  or scientific  organization that is described in Section 501(c)(3)
of the  Internal  Revenue  Code 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 PROGRAM - A plan of individual retirement accounts or annuities, including a
simplified  employee pension plan or SIMPLE IRA plan established by an employer,
that meets the  requirements of Section 408 of the Internal Revenue Code.

457 PROGRAM - 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. Certain
457 plans that do not qualify for  favorable  tax  treatment  under Section 457,
such  as  Plans  for  highly  compensated  employees,  may  be  referred  to  as
non-qualified 457 Plans.


                                       4
<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  themselves  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


     The  group  variable  annuity  contracts  ("Contracts")  described  in this
Prospectus were generally  designed by AUL for use with group  retirement  plans
that qualify for favorable  tax-deferred  treatment as retirement programs under
Sections 401, 403(b),  408, or 457 of the Internal  Revenue Code  (collectively,
the  "Plans").  A Contract  presents a dynamic  concept in  retirement  planning
designed  to give  employers  and  employees  and  other  Participants  in Plans
flexibility  to attain  their  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 annuity  payments.  During the Accumulation  Period, a
Participant can allocate contributions to the various Investment Accounts of the
Variable Account or to the Fixed Account.  See the Section "The Contracts" later
in this Prospectus.


TYPES OF CONTRACTS

     AUL  offers   several  types  of  contracts  that  are  described  in  this
Prospectus.  With Recurring  Contribution  Contracts,  contributions may vary in
amount and frequency,  subject to the  limitations  described  below.  Recurring
Contribution Contracts are available for use in connection with retirement plans
that meet the requirements of Sections 401, 403(b),  408, or 457 of the Internal
Revenue Code.  AUL also offers  single  contribution  contracts  which require a
minimum  contribution  of  at  least  $5,000.   Currently,  single  contribution
contracts are only available for use in connection  with  retirement  plans that
meet the requirements of Sections 403(b), and 408 of the Internal Revenue Code.


THE VARIABLE ACCOUNT AND THE FUNDS

     AUL will  allocate  contributions  designated  to  accumulate on a variable
basis to the Variable Account.  See the Section "Variable Account" later in this
Prospectus.  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 Accounts and
 Corresponding Mutual Fund
 Portfolios                              Mutual Fund                                    Investment Adviser
- --------------------------               -----------                                    ------------------


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)
AUL American Tactical Asset Allocation   AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Conservative Investor       AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Moderate Investor           AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
AUL American Aggressive Investor         AUL American Series Fund, Inc.                 American United Life Insurance Company(R)
Alger American Growth                    Alger American Fund                            Fred Alger & Company
American Century VP Capital Appreciation American Century Variable Portfolios, Inc.     American Century Investment Management, Inc.
Calvert Social Mid Cap Growth            Calvert Variable Series                        Calvert Asset Management Corporation
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                        SAFECO Resource Series Trust                   SAFECO Asset Management Company
T. Rowe Price Equity Income              T. Rowe Price Equity Series, Inc.              T. Rowe Price Associates, Inc.
</TABLE>

                                       5
<PAGE>

     Each of the Funds has a different investment  objective.  A Participant may
allocate contributions to one or more of the Investment Accounts available under
a Contract.  Contributions  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 Participant bears the investment
risk for amounts allocated to an Investment Account of the Variable Account.

FIXED ACCOUNT

     The Participant may allocate  contributions to the Fixed Account,  which is
part of AUL's  General  Account.  Amounts  allocated  to the Fixed  Account earn
interest at rates periodically  determined by AUL. These rates are guaranteed to
be at least an  effective  annual  rate of  either  3% or 4%,  depending  on the
Contract. See the Section "The Fixed Account" later in this Prospectus.

CONTRIBUTIONS

     For Recurring Contribution Contracts,  contributions may vary in amount and
frequency.  A Plan may impose maximum and minimum  contribution limits depending
on the type of Plan. In a Single Contribution  Contract,  Participants must make
contributions  of at least  $5,000.  See the  Section  "Contributions  under the
Contracts" later in this Prospectus.


TRANSFERS

     A  Participant  may transfer his or her  Variable  Account  Value among the
Investment  Accounts or to the Fixed Account at any time during the Accumulation
Period. A Participant 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 Participant's remaining Account Value in
that account. If, after any transfer,  the remaining Account Value would be less
than $500,  then AUL will treat that  request as a request for a transfer of the
entire Account Value in that account. Amounts transferred from the Fixed Account
to an Investment Account during any given Contract Year cannot exceed 20% of the
Participant's  Fixed Account  Value as of the  beginning of that Contract  Year.
However, if a Participant's Fixed Account Value at the beginning of the Contract
Year is less than $2,500,  the amount that may be transferred  for that Contract
Year from the Fixed  Account is the lesser of $500 or the entire  Fixed  Account
Value as of the date the transfer request is received by AUL at its Home Office.
In certain  contracts the 20%  restriction on transfers may be waived if certain
conditions are met. For a more detailed explanation, please refer to the Section
"Transfers of Account Value" later in this Prospectus.

WITHDRAWALS


     The Participant may surrender or take a partial withdrawal from the Account
Value  at any  time  before  the  Annuity  Commencement  Date.  Withdrawals  and
surrenders  are  subject  to the  limitations  under any  applicable  Plan,  the
Contract  and  applicable  law.  The  minimum  withdrawal  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 withdrawal is less than $500,
then the minimum withdrawal amount is the Participant's  remaining Account Value
in that account. If, after any withdrawal,  the remaining Account Value would be
less than $500 in that  account,  then AUL will treat that  request as a request
for a withdrawal of the entire  Account  Value in that account.  See the Section
"Cash Withdrawals" later in this Prospectus.

     Certain  retirement  programs,  such as 403(b)  Programs,  are  subject  to
constraints  on  withdrawals   and  full   surrenders.   See   "Constraints   on
Withdrawals." In addition,  distributions  under certain retirement programs may
result in a tax penalty. See the Section "Tax Penalty" later in this Prospectus.
A withdrawal  or surrender may also be subject to a withdrawal  charge.  See the
Section "Withdrawal Charge" later in this Prospectus.

THE DEATH BENEFIT

     If a Participant dies during the Accumulation  Period, AUL will pay a death
benefit to the Beneficiary.  Generally, the amount of the death benefit is equal
to the vested portion of the  Participant's  Account Value minus any outstanding
loan balances and any due and unpaid charges on those loans.  Some Contracts may
contain a provision for a guaranteed minimum death benefit. A death benefit will
not be  payable if the  Participant  dies on or after the  Annuity  Commencement
Date,  except as may be  provided  under the  Annuity  Option  elected.  See the
Sections "The Death Benefit" and "Annuity Options" later in this Prospectus.

ANNUITY OPTIONS

     The Contracts  provide for several fixed Annuity Options,  any one of which
may be elected if permitted by the applicable  Plan and applicable law. AUL will
pay fixed and  guaranteed  payments under the Annuity  Options.  See the Section
"Annuity Period" later in this Prospectus.

CHARGES

     AUL will deduct  certain  charges in  connection  with the operation of the
Contracts and the Variable Account:

WITHDRAWAL CHARGE

     AUL does not impose a sales charge at the time a contribution  is made to a
Participant's Account under a Contract. If a Participant makes a cash withdrawal
or surrenders the contract,  AUL may assess a withdrawal  charge (which may also
be referred to as a contingent  deferred  sales charge) where the  Participant's
Account  has not been in  existence  for a certain  period  of time  (see  chart
below).  AUL will not assess a  withdrawal  charge  upon the  payment of a death
benefit under a Contract.  Under certain Contracts known as "benefit responsive"
Contracts,  AUL will not impose withdrawal charges under certain  circumstances.
See the Section "Withdrawal Charge" later in this Prospectus.  Certain Recurring
Contribution Contracts offered in connection with 403(b) Programs may have lower
withdrawal charges than those shown in the accompanying table.
                                    -------------------------

                                       6
<PAGE>



                             Charges on Withdrawal*
                             ---------------------


                                                                       11 or
Account Year 1     2     3     4     5     6     7     8     9     10   more
- ------------ -     -     -     -     -     -     -     -     -     --   ----

Recurring
 Contribution
 Contracts   8%    8%    8%    8%    8%    4%    4%    4%    4%    4%    0%

Single
 Contribution
 Contracts   6%    5%    4%    3%    2%    1%    0%    0%    0%    0%    0%


*(on amounts exceeding the 10% allowable amount in contracts containing a 10%
  free out provision)



     For the first two Contract Years that a Participant's  Account exists,  AUL
will not  subject 10% of the Account  Value plus  contributions  made during the
year to withdrawal  charges.  After the first two Contract Years,  and until the
withdrawal  charge has  decreased to 0%, AUL will not subject 10% of the Account
Value to withdrawal  charges.  Certain 403(b) Contracts have Withdrawal  Charges
lower than those  shown above for  Recurring  Contribution  Contracts  but these
Contracts  do not contain  provisions  allowing  the 10% free out since they are
benefit responsive in nature.

     For some Contracts,  if a non-benefit  responsive benefit is paid causing a
surrender  or a  withdrawal  in excess of this 10%  allowable  amount,  AUL will
assess a  withdrawal  charge on the amount in excess of the 10%  allowable.  The
chart above  illustrates the amount of the withdrawal charge that applies to the
different  types of contracts  based on the number of years that the Account has
been in existence.  However,  the total withdrawal charge will never exceed 8.5%
of total  contributions  made by or on behalf of a Participant.  See the Section
"Withdrawal Charge" later in this Prospectus.

PREMIUM TAX CHARGE

     Various  states and  municipalities  impose a tax on  premiums  received by
insurance  companies.  AUL assesses a premium tax charge to reimburse itself for
premium taxes that it incurs, which usually will be deducted at the time annuity
payments  commence.  Premium  taxes  currently  range  from 0% to 3.5%,  but are
subject to change by such  governmental  entities.  See the Section "Premium Tax
Charge" later in this Prospectus.

MORTALITY AND EXPENSE RISK CHARGE

     AUL deducts a daily charge in an amount equal to an annual rate of 1.25% of
the average daily net assets of each Investment  Account of the Variable Account
for  mortality  and  expense  risks  that AUL  assumes  in  connection  with the
Contracts.  Certain  contracts may elect to have a portion of this charge offset
in the form of a credit of Accumulation Units to Participant Accounts,  provided
certain conditions are met. See the Sections "Mortality and Expense Risk Charge"
and "Variable Investment Plus Option" later in this Prospectus.

ADMINISTRATIVE CHARGE

     Under both Recurring and Single Contribution Contracts,  AUL deducts from a
Participant's  Account an  administrative  charge equal to the lesser of 0.5% of
the  Participant's  Account Value or $7.50 per quarter if the account  exists on
the  quarterly  Contract  Anniversary.  The charge is only  assessed  during the
Accumulation  Period.  An  administrative  charge  will not be imposed on either
Recurring  or Single  Contribution  Contracts  if the  value of a  Participant's
Account is equal to or more than $25,000 on the quarterly Contract  Anniversary.
See the Section "Administrative Charge" later in this Prospectus.

EXPENSES OF THE FUNDS

     Each Investment  Account of the Variable  Account  purchases  shares of the
corresponding  Portfolio  of one of the Funds.  The price of the shares  reflect
investment  advisory  fees and other  expenses paid by each  Portfolio.  See the
Funds' Prospectuses for a description of these fees and expenses.

TEN-DAY FREE LOOK

     Under  403(b)  and 408  Contracts,  the Owner  has the right to return  the
Contract for any reason within ten days of receipt.  If this right is exercised,
the  Contract  will be  considered  void from its  inception  and AUL will fully
refund any contributions.

TERMINATION BY THE OWNER

     An Owner of a Contract  acquired in  connection  with an  Employee  Benefit
Plan, a 457 Program,  or an Employer  Sponsored 403(b) Program may terminate the
Contract by sending  proper  written  notice of  termination  to AUL at its Home
Office.  Upon  termination  of such a  Contract,  the Owner  may elect  from two
payment  options.  Under one option,  AUL will assess an Investment  Liquidation
Charge (or in some  Contracts,  a Market Value  Adjustment)  on a  Participants'
Fixed Account  Withdrawal Value.  Under the second payment option,  AUL will not
assess an Investment  Liquidation  Charge or Market Value  Adjustment.  However,
amounts  attributable to the aggregate  Withdrawal Values derived from the Fixed
Account of all  Participants  under the  Contract  shall be paid in six or seven
equal annual  installments, depending on the Contract.  For more  information on
termination by an Owner,  including  information on the payment  options and the
Investment Liquidation Charge (or the Market Value Adjustment),  see the Section
"Termination by the Owner" later in this Prospectus.


CONTACTING AUL

     Individuals should direct all inquiries,  notices, and forms required under
these  Contracts to AUL at the address of the Annuity Service Office provided in
the front of this Prospectus.

                                       7
<PAGE>

<TABLE>
<CAPTION>

                                  EXPENSE TABLE

     The purpose of the following table is to assist  investors in understanding
the various costs and expenses that  Participants in the Contracts bear directly
and indirectly.  The table reflects  expenses of the Variable Account as well as
the Funds. Expenses of the Variable Account shown under "Participant 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 premium taxes
that may be imposed by  various  jurisdictions.  See the  Section  "Premium  Tax
Charge" later in this Prospectus.  The information contained in the table is not
generally  applicable  to amounts  allocated to the Fixed  Account or to annuity
payments under an Annuity Option.

     For a complete description of a Contract's costs and expenses, see "Charges
and Deductions" later in this Prospectus. For a more complete description of the
Funds' costs and expenses,  see the Funds' Prospectuses.
<S>                                                                                                                        <C>
Participant Transaction Expenses
  Maximum Deferred Sales Load (withdrawal charge)  ........................................................................      8%


    Recurring Contribution Contracts generally (as a percentage of account value, see footnote 1 below)....................      8%
      Benefit Responsive Recurring Contribution Contracts with a Minimum Guaranteed Death Benefit
        (as a percentage of account value, see footnote 1 below)...........................................................      7%


    Single Contribution Contracts (as a percentage of account value, see footnote 2 below).................................      6%
  Maximum administrative charge (per year)(see footnote 3 below)...........................................................     $30

Separate (Variable) Account Annual Expenses (as a percentage of average account value)
  Mortality and Expense Risk Fees (see footnote 4 below)...................................................................... 1.25%


Total Fund Annual Expenses After Expense Limitation (as a percentage of average net assets of each Portfolio)

<S>                                          <C>          <C>           <C>        <C>
                                             Management/  Other         12b-1    Total Portfolio
Portfolio                                    Advisory Fee Expenses      Fees     Annual Expenses
- ---------                                    ------------ ---------     -----    ---------------

AUL American Series Fund, Inc.:
     Equity Portfolio                          0.50%(5)    0.12%         --          0.62%
     Bond Portfolio                            0.50%(5)    0.12%         --          0.62%
     Managed Portfolio                         0.50%(5)    0.12%         --          0.62%
     Money Market Portfolio                    0.40%(5)    0.11%         --          0.51%
     Tactical Asset Allocation Portfolio       0.80%(5)    0.20%         --          1.00%
     Conservative Investor Portfolio           0.70%(5)    0.25%         --          0.95%
     Moderate Investor Portfolio               0.70%(5)    0.24%         --          0.94%
     Aggressive Investor Portfolio             0.70%(5)    0.25%         --          0.95%


<FN>


(1) For the first two Contract Years that a Participant's  Account  exists,  for
most Recurring  Contribution  Contracts,  the amount withdrawn during a Contract
Year that will not be subject to an otherwise  applicable  withdrawal  charge is
10% of (a) the  total  of all  contributions  made  during  the  year  that  the
withdrawal  is being  made,  plus  (b) the  Participant's  Account  Value at the
beginning of the Contract Year.  After the first two Contract  Years,  and until
the  withdrawal  charge  has  decreased  to 0%, the  amount  withdrawn  during a
Contract  Year that will not be  subject  to a  withdrawal  charge is 10% of the
Participant's  Account  Value at the beginning of the Contract Year in which the
withdrawal is being made.  The  withdrawal  charge,  which is applied to amounts
withdrawn in excess of the 10%  allowable  amount,  decreases  from 8% to 4% for
Account years 6 through 10, and to 0% thereafter.  For certain 403(b) Contracts,
the  withdrawal  charge  is 7% in  the  first  year  and  decreases  by 1%  each
subsequent year so that the withdrawal  charge reaches 0% in the eighth Contract
Year. However,  these contracts do not contain a provision allowing the 10% free
out since they are benefit  responsive  in nature.  See the Section  "Withdrawal
Charge" later in this Prospectus.

(2) For the first two Contract Years that a Participant's  Account  exists,  the
amount withdrawn during a Contract Year that will not be subject to an otherwise
applicable  withdrawal charge is 10% of (a) the total of all contributions  made
during the year that the  withdrawal is being made,  plus (b) the  Participant's
Account  Value at the  beginning  of the  Contract  Year.  After  the  first two
Contract Years, and until the withdrawal  charge has decreased to 0%, the amount
withdrawn during a Contract Year that will not be subject to a withdrawal charge
is 10% of the Participant's  Account Value at the beginning of the Contract Year
in which the withdrawal is being made. The withdrawal  charge,  which is applied
to amounts withdrawn in excess of the 10% allowable  amount,  decreases by 1% in
each  subsequent  year so that the  withdrawal  charge reaches 0% in the seventh
Contract Year. See the Section "Withdrawal Charge" later in this Prospectus.

(3) The  Administrative  Charge may be less than  $30.00 per year,  based on the
size of the Participant's Account. Generally, the maximum charge imposed will
be the lesser of 0.5% of the Participant's Account Value or $7.50 per quarter if
                                                            --------------------
the account  exists on the  quarterly  Contract  Anniversary.  An administrative
- -------------------------------------------------------------
administrative  charge  will  not be  imposed  on  either  Recurring  or  Single
Contribution  Contracts if the value of a  Participant's  Account is equal to or
more than $25,000 on the quarterly Contract Anniversary.

(4)  This  charge  may be less  than  1.25%  for  certain  Contracts.  In  these
Contracts,  a portion of the  mortality  and expense risk charge may be credited
back to Participant's  accounts in the form of Accumulation Units. The number of
Accumulation  Units  credited will depend on the aggregate  variable  investment
account assets on deposit and the type of Contract purchased.

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

                                       8
<PAGE>




<CAPTION>
                           EXPENSE TABLE (CONTINUED)

<S>                                          <C>          <C>           <C>       <C>
                                             Management/  Other         12b-1     Total Portfolio
Portfolio                                    Advisory Fee Expenses      Fees      Annual Expenses
- ---------                                    ------------ --------      -----     ---------------

Alger American Fund
  Alger American Growth Portfolio              0.75%       0.04%         --           0.79%
American Century Variable Portfolios, Inc.
  VP Capital Appreciation                      1.00%       0.00%         --           1.00%(6)
Calvert Variable Series
  Calvert Social Mid Cap Growth Portfolio      0.90%       0.16%         --           1.06%(7)
Fidelity Variable Insurance Products Fund
  Equity-Income Portfolio                      0.49%       0.09%         --           0.58%(8)
  Growth Portfolio                             0.59%       0.09%         --           0.68%(8)
  High Income Portfolio                        0.58%       0.12%         --           0.70%
  Overseas Portfolio                           0.74%       0.17%         --           0.91%(8)
Fidelity Variable Insurance Products Fund II
  Asset Manager Portfolio                      0.54%       0.10%         --           0.64%(8)
  Contrafund Portfolio                         0.59%       0.11%         --           0.70%(8)
  Index 500 Portfolio                          0.24%       0.11%         --           0.35%(8)
Janus Aspen Series
  Flexible Income Portfolio                    0.65%       0.08%         --           0.73%
  Worldwide Growth Portfolio                   0.65%       0.07%         --           0.72%(9)
PBHG Insurance Series Fund, Inc.
  Growth II Portfolio                          0.51%       0.69%         --           1.20%(10)
  Technology & Communications Portfolio        0.49%       0.71%         --           1.20%(10)
SAFECO Resource Series Trust
  Equity Portfolio                             0.74%       0.04%         --           0.78%
  Growth Portfolio                             0.74%       0.06%         --           0.80%
T. Rowe Price Equity Series, Inc.
  T. Rowe Price Equity Income Portfolio        0.85%       0.00%         --           0.85%(11)


<FN>

     (6) American  Century VP Capital  Appreciation  fees are 1.00% on the first
$500,000,000  of  net  assets;  0.95%  on  the  next  $500,000,000;  and,  0.90%
thereafter.

     (7)  The figures above are based on expenses for fiscal year 1998, and have
been restated to reflect the  elimination of the  performance  adjustment in CVS
Mid Cap Portfolio. The restatement includes the addition of 0.01%.

     (8)  A portion of the brokerage commissions that certain funds pay was used
to reduce fund expenses. In addition, certain funds, or FMR on behalf of certain
funds,  have entered into  arrangements  with their  custodian  whereby  credits
realized as a result of uninvested  cash balances were used to reduce  custodian
expenses.  Including  these  reductions,  the total  operating  expenses,  after
reimbursement  for Index 500 Portfolio,  presented in the table would have been:
Equity-Income  Portfolio .57%; Growth Portfolio .66%;  Overseas  Portfolio .89%;
Asset  Manager  Portfolio  .63%;  Index  500  Portfolio  .28%;  and,  Contrafund
Portfolio .66%.

     (9)  All expenses are stated with contractual waivers and fee reductions by
Janus Capital. Fee reductions for the Worldwide Growth reduce the Management Fee
to the  level  of  the  corresponding  Janus  retail  fund.  Other  waivers,  if
applicable,  are first applied against the Management Fee and then against Other
Expenses.  Janus  Capital  has  agreed to  continue  the other  waivers  and fee
reductions until at least the next annual renewal of the advisory agreement.

     (10)  The Investment Adviser  agreed to  reimburse  a portion of the funds'
expenses during the period.  Without this  reimbursement,  the funds' management
fee, other  expenses and total  expenses would have been 0.85%,  0.69% and 1.54%
respectively,  for the PBHG  Growth  II  Portfolio  and  0.85%,  0.71% and 1.56%
respectively, for the PBHG Technology and Communications Portfolio.

    (11)  This is an annual all-inclusive fee paid to the advisor.
</FN>
</TABLE>

                                       9
<PAGE>


EXAMPLES (FOR ANY INVESTMENT ACCOUNT)

     The following  examples  show expenses that a Participant  would pay at the
end of one, three,  five, or ten years if at the end of those time periods,  the
Account is (1) surrendered, or (2) not surrendered.  Example (2) will also apply
to a Participant  Account that is annuitized at the end of the  applicable  time
period. The information below represents  expenses on a $1,000  contribution and
assumes a 5% return per year.  For an account that is  surrendered,  the example
shows  expenses for Recurring  Contribution  Contracts  and Single  Contribution
Contracts. Expenses will be the same for all Contracts if not surrendered. These
examples should not be considered a  representation  of past or future expenses.
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.  For  Recurring
Contribution  Contracts,  the  Administrative  charge used in these  examples is
based on an estimated average Participant Account of $10,000. A pro-rata portion
of  the  annual  Administrative   Charge  has,  therefore,   been  used  in  the
calculations for Recurring  Contribution  Contracts.  The expenses for Recurring
Contribution  Contracts that have Withdrawal  Charges lower than 8% in the first
5 years and 4% for years 6-10 would be lower than those illustrated below.

<TABLE>
<CAPTION>

<S>                                                 <C>                                               <C>
                                                                                                      (2) If your Contract
                                                                                                       is not Surrendered
                                                      (1) If your Contract is Surrendered               or is Annuitized
                                                      -----------------------------------               ----------------
<S>                                                 <C>                       <C>                        <C>

                                                      Recurring                  Single
                                                    Contribution              Contribution
                                                      Contracts                 Contracts                 All Contracts
                                                      ---------                 ---------                 -------------

Investment Account


AUL American Equity
          1 year                                        $   95.93                 $   77.44                     $  21.95
          3 years                                          145.56                    106.50                        67.43
          5 years                                          197.67                    135.77                       115.14
         10 years                                          292.41                    245.02                       245.02

AUL American Bond
          1 year                                            95.93                     77.44                        21.95
          3 years                                          145.56                    106.50                        67.43
          5 years                                          197.67                    135.77                       115.14
         10 years                                          292.41                    245.02                       245.02

AUL American Managed
          1 year                                            95.93                     77.44                        21.95
          3 years                                          145.56                    106.50                        67.43
          5 years                                          197.67                    135.77                       115.14
         10 years                                          292.41                    245.02                       245.02

AUL American Money Market
          1 year                                            94.91                     76.40                        20.85
          3 years                                          142.49                    103.30                        64.10
          5 years                                          192.52                    130.28                       109.53
         10 years                                          281.52                    233.60                       233.60

AUL American Tactical Asset Allocation
          1 year                                            99.46                     81.03                        25.76
          3 years                                          156.14                    117.52                        78.90
          5 years                                          215.28                    154.55                       134.31
         10 years                                          329.19                    283.59                       283.59

AUL American Conservative Investor
          1 year                                            99.02                     80.58                        25.28
          3 years                                          154.82                    116.15                        77.47
          5 years                                          213.10                    152.22                       131.93
         10 years                                          324.68                    278.85                       278.85

AUL American Moderate Investor
          1 year                                            98.92                     80.48                        25.17
          3 years                                          154.52                    115.83                        77.14
          5 years                                          212.59                    151.69                       131.38
         10 years                                          323.63                    277.76                       277.76

AUL American Aggressive Investor
          1 year                                            99.02                     80.58                        25.28
          3 years                                          154.82                    116.15                        77.47
          5 years                                          213.10                    152.22                       131.93
         10 years                                          324.68                    278.85                       278.85

Alger American Growth
          1 year                                            97.53                     79.06                        23.67
          3 years                                          150.36                    111.49                        72.63
          5 years                                          205.67                    144.30                       123.85
         10 years                                          309.22                    262.65                       262.65

                                       10
<PAGE>


<CAPTION>
EXAMPLES (FOR ANY INVESTMENT ACCOUNT) (CONTINUED)

<S>                                                 <C>                                               <C>
                                                                                                      (2) If your Contract
                                                                                                       is not Surrendered
                                                      (1) If your Contract is Surrendered               or is Annuitized
                                                      -----------------------------------               ----------------
<S>                                                 <C>                       <C>                        <C>
                                                      Recurring                  Single
                                                    Contribution              Contribution
                                                      Contracts                 Contracts                 All Contracts
                                                      ---------                 ---------                 -------------

Investment Account


American Century VP Capital Appreciation
          1 year                                         $  99.46                   $ 81.03                     $  25.76
          3 years                                          156.14                    117.52                        78.90
          5 years                                          215.28                    154.55                       134.31
         10 years                                          329.19                    283.59                       283.59

Calvert Social Mid Cap Growth
          1 year                                           100.03                     81.62                        26.38
          3 years                                          157.86                    119.31                        80.76
          5 years                                          218.13                    157.59                       137.41
         10 years                                          335.06                    289.74                       289.74

Fidelity VIP Equity-Income
          1 year                                            95.56                     77.06                        21.55
          3 years                                          144.44                    105.32                        66.21
          5 years                                          195.79                    133.76                       113.08
         10 years                                          288.43                    240.85                       240.85


Fidelity VIP Growth
          1 year                                            96.51                     78.03                        22.57
          3 years                                          147.30                    108.31                        69.32
          5 years                                          200.57                    138.86                       118.30
         10 years                                          298.53                    251.44                       251.44

Fidelity VIP High Income
          1 year                                            96.68                     78.20                        22.76
          3 years                                          147.81                    108.84                        69.87
          5 years                                          201.42                    139.77                       119.22
         10 years                                          300.32                    253.32                       253.32

Fidelity VIP Overseas
          1 year                                            98.64                     80.20                        24.88
          3 years                                          153.71                    114.99                        76.26
          5 years                                          211.25                    150.25                       129.92
         10 years                                          320.84                    274.83                       274.83

Fidelity VIP II Asset Manager
          1 year                                            96.14                     77.64                        22.17
          3 years                                          146.18                    107.14                        68.10
          5 years                                          198.70                    136.86                       116.25
         10 years                                          294.58                    247.29                       247.29

Fidelity VIP II Contrafund
          1 year                                            96.68                     78.20                        22.76
          3 years                                          147.81                    108.84                        69.87
          5 years                                          201.42                    139.77                       119.22
         10 years                                          300.32                    253.32                       253.32

Fidelity VIP II Index 500
          1 year                                            93.42                     74.87                        19.23
          3 years                                          137.96                     98.58                        59.19
          5 years                                          184.92                    122.18                       101.26
         10 years                                          265.30                    216.59                       216.59

Janus Flexible Income
          1 year                                            96.95                     78.48                        23.05
          3 years                                          148.63                    119.69                        70.75
          5 years                                          202.79                    141.23                       120.71
         10 years                                          303.18                    256.31                       256.31

Janus Worldwide Growth
          1 year                                            96.88                     78.41                        22.98
          3 years                                          148.42                    119.48                        70.53
          5 years                                          202.45                    140.86                       120.33
         10 years                                          302.47                    255.56                       255.56

                                       11
<PAGE>

<CAPTION>
EXAMPLES (FOR ANY INVESTMENT ACCOUNT) (CONTINUED)
<S>                                                 <C>                                               <C>
                                                                                                      (2) If your Contract
                                                                                                       is not Surrendered
                                                      (1) If your Contract is Surrendered               or is Annuitized
                                                      -----------------------------------               ----------------
<S>                                                 <C>                       <C>                        <C>
                                                      Recurring                  Single
                                                    Contribution              Contribution
                                                      Contracts                 Contracts                 All Contracts
                                                      ---------                 ---------                 -------------
Investment Account


PBHG Growth II
          1 year                                         $ 101.32                  $  82.93                      $ 27.76
          3 years                                          161.68                    123.29                        84.91
          5 years                                          224.45                    164.33                       144.30
         10 years                                          348.03                    303.34                       303.34

PBHG Technology & Communications
          1 year                                           101.32                     82.93                        27.76
          3 years                                          161.68                    123.29                        84.91
          5 years                                          224.45                    164.33                       144.30
         10 years                                          348.03                    303.34                       303.34

SAFECO RST Equity
          1 year                                            97.43                     78.96                        23.56
          3 years                                          150.05                    111.18                        72.30
          5 years                                          205.16                    143.76                       123.29
         10 years                                          308.16                    261.54                       261.54

SAFECO RST Growth
          1 year                                            97.63                     79.17                        23.78
          3 years                                          150.66                    111.81                        72.96
          5 years                                          206.18                    144.85                       124.40
         10 years                                          310.29                    263.76                       263.76

T. Rowe Price Equity Income
          1 year                                            98.07                     79.62                        24.26
          3 years                                          151.98                    113.19                        74.39
          5 years                                          208.38                    147.19                       126.80
         10 years                                          314.88                    268.58                       268.58

</TABLE>



                         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 12, 1990 through December 31, 1998. The following
table  should  be read in  conjunction  with the  Variable  Account's  financial
statements,  which are included in the Variable Account's Annual Report dated as
of December 31, 1998.  The Variable  Account's  financial  statements  have been
audited  by  PricewaterhouseCoopers  LLP,  the  Variable  Account's  independent
accountants.

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

                         Accumulation Unit Value     Accumulation Unit Value   Number of Accumulation Units
Investment Account        At Beginning of Period       At End of Period        Outstanding At End of Period
- ------------------       -----------------------     -----------------------   ----------------------------

AUL American Equity

    1998                         $ 2.698                   $ 2.858                   14,376,727
    1997                           2.107                     2.698                   12,586,036
    1996                           1.790                     2.107                   10,589,355
    1995                           1.518                     1.790                    9,332,222
    1994                           1.497                     1.518                    7,471,155
    1993                           1.321                     1.497                    3,727,950
    1992                           1.215                     1.321                    2,576,500
    1991                           0.980                     1.215                      620,180
    1990(1)                        1.000                     0.980                        3,471


AUL American Bond

    1998                         $ 1.720                   $ 1.847                    7,003,232
    1997                           1.615                     1.720                    4,937,428
    1996                           1.600                     1.615                    4,535,171
    1995                           1.375                     1.600                    3,613,483
    1994                           1.444                     1.375                    2,640,900
    1993                           1.321                     1.444                      784,086
    1992                           1.247                     1.321                      544,295
    1991                           1.085                     1.247                      191,389
    1990(1)                        1.000                     1.085                        1,023

(1) For the period from April 12, 1990 through December 31, 1990.

                                       12
<PAGE>


                 CONDENSED FINANCIAL INFORMATION (CONTINUED)
<S>                      <C>                         <C>                       <C>
                         Accumulation Unit Value     Accumulation Unit Value   Number of Accumulation Units
Investment Account        At Beginning of Period       At End of Period        Outstanding At End of Period
- ------------------       -----------------------     -----------------------   ----------------------------

AUL American Managed

    1998                         $ 2.197                   $ 2.348                   12,020,235
    1997                           1.838                     2.197                   10,816,324
    1996                           1.664                     1.838                   10,087,186
    1995                           1.415                     1.664                    9,242,020
    1994                           1.446                     1.415                    8,146,955
    1993                           1.296                     1.446                    2,935,365
    1992                           1.215                     1.296                    1,979,513
    1991                           1.054                     1.215                      399,535
    1990(1)                        1.000                     1.054                        1,612


AUL American Money Market

    1998                         $ 1.275                   $ 2.320                    8,101,398
    1997                           1.230                     1.275                    5,765,433
    1996                           1.189                     1.230                    3,931,272
    1995                           1.144                     1.189                    2,066,492
    1994                           1.118                     1.144                    1,083,828
    1993                           1.107                     1.118                      253,762
    1992                           1.088                     1.107                      161,750
    1991                           1.042                     1.088                       81,498
    1990(1)                        1.000                     1.042                        2,051


AUL American Tactical Asset Allocation

    1998                         $ 1.120                   $ 1.175                       35,696
    1997(2)                        0.982                     1.120                          100

AUL American Conservative
  Investor

    1998(3)                      $ 1.004                   $ 1.046                       96,638

AUL American Moderate
  Investor

    1998(3)                      $ 1.003                   $ 1.039                      184,334

AUL American Aggressive
  Investor

    1998(3)                      $ 1.002                   $ 1.037                      138,936

Alger American Growth

    1998                         $ 1.750                   $ 2.259                   16,282,040
    1997                           1.409                     1.750                   10,920,405
    1996                           1.259                     1.409                    6,674,992
    1995(4)                        1.000                     1.259                    1,028,839


American Century VP Capital Appreciation

    1998                         $ 1.172                   $ 1.131                    1,905,162
    1997                           1.225                     1.172                    1,970,129
    1996                           1.297                     1.225                    1,785,854
    1995                           1.002                     1.297                      747,779
    1994(5)                        1.000                     1.002                      254,316


Calvert Social Mid Cap Growth

    1998                         $ 1.639                   $ 2.100                    2,283,661
    1997                           1.343                     1.639                    1,070,537
    1996                           1.266                     1.343                      940,440
    1995(4)                        1.000                     1.266                       71,033


Fidelity VIP Equity-Income

    1998                         $ 1.750                   $ 1.925                    9,537,700
    1997                           1.380                     1.750                    6,959,675
    1996                           1.223                     1.380                    4,243,458
    1995(4)                        1.000                     1.223                      762,132


Fidelity VIP Growth

    1998                         $ 2.080                   $ 2.864                   32,435,920
    1997                           1.705                     2.080                   26,493.376
    1996                           1.505                     1.705                   22,560,070
    1995                           1.126                     1.505                   14,966,606
    1994                           1.138                     1.126                    9,247,290
    1993(6)                        1.000                     1.138                    2,051.512


Fidelity VIP High Income

    1998                         $ 1.681                   $ 1.588                   11,188,244
    1997                           1.447                     1.681                    8,053,332
    1996                           1.285                     1.447                    6,679,227
    1995                           1.078                     1.285                    4,719,928
    1994                           1.108                     1.078                    3,013,462
    1993(6)                        1.000                     1.108                      598,051


(1)  For the period from April 12, 1990 through December 31, 1990.
(2)  For the period from May 1, 1997 through December 31, 1997.
(3)  For the period from May 1, 1998 through December 31, 1998.
(4)  For the period from April 28, 1995 through December 31, 1995.
(5)  For the period from May 1, 1994 through December 31, 1994.
(6)  For the period from May 1, 1993 through December 31, 1993.

                                       13
<PAGE>


                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
<S>                      <C>                         <C>                       <C>
                         Accumulation Unit Value     Accumulation Unit Value   Number of Accumulation Units
Investment Account        At Beginning of Period       At End of Period        Outstanding At End of Period
- ------------------       -----------------------     -----------------------   ----------------------------


Fidelity VIP Overseas

    1998                         $ 1.524                   $ 1.697                   10,094,671
    1997                           1.383                     1.524                    9,308,550
    1996                           1.237                     1.383                    8,245,189
    1995                           1.142                     1.237                    6,385,519
    1994                           1.136                     1.142                    4,748,284
    1993(6)                        1.100                     1.136                      872,248


Fidelity VIP II Asset Manager

    1998                         $ 1.631                   $ 1.852                   37,980,070
    1997                           1.368                     1.631                   30,831,927
    1996                           1.209                     1.368                   26,868,078
    1995                           1.047                     1.209                   22,931,562
    1994                           1.129                     1.047                   19,540,376
    1993(6)                        1.000                     1.129                    5,859,606


Fidelity VIP II Contrafund

    1998                         $ 1.859                   $ 2.385                   13,160,702
    1997                           1.516                     1.859                    8,965,623
    1996                           1.266                     1.516                    4,656,175
    1995(4)                        1.000                     1.266                      691,978


Fidelity VIP II Index 500

    1998                         $ 2.285                   $ 2.896                   30,592,950
    1997                           1.744                     1.285                   18,374,733
    1996                           1.437                     1.744                    9,841,199
    1995                           1.061                     1.437                    3,976,682
    1994                           1.068                     1.061                    1,966,816
    1993(6)                        1.000                     1.068                      507,196


Janus Aspen Series Flexible Income

    1998                         $ 1.184                   $ 1.170                    2,204,070
    1997(2)                        0.996                     1.184                      289,354


Janus Aspen Series Worldwide Growth

    1998                         $ 1.142                   $ 1.451                    8,357,911
    1997(2)                        1.009                     1.142                    2,126,372


PBHG Growth II

    1998                         $ 1.066                   $ 1.138                      412,873
    1997(2)                        1.000                     1.066                       58,505


PBHG Technology & Communications

    1998                         $ 1.032                   $ 1.347                      214,047
    1997(2)                        1.000                     1.032                      101,585


SAFECO RST Equity

    1998                         $ 1.161                   $ 1.431                    2,034,751
    1997(2)                        0.983                     1.161                      186,090


SAFECO RST Growth

    1998                         $ 1.408                   $ 1.412                    6,688,427
    1997(2)                        0.934                     1.408                    1,069,115


T. Rowe Price Equity Income

    1998                         $ 1.848                   $ 1.990                   19,081,441
    1997                           1.452                     1.848                   11,646,682
    1996                           1.230                     1.452                    4,259,154
    1995(4)                        1.000                     1.230                      388,732


<FN>

(1)  For the period from April 12, 1990 through December 31, 1990.
(2)  For the period from May 1, 1997 through December 31, 1997.
(3)  For the period from May 1, 1998 through December 31, 1998.
(4)  For the period from April 28, 1995 through December 31, 1995.
(5)  For the period from May 1, 1994 through December 31, 1994.
(6)  For the period from May 1, 1993 through December 31, 1993.


Note: The Fidelity High Income, Growth,  Overseas,  Asset Manager, and Index 500
Investment  Accounts first became available on May 1, 1993. The American Century
VP Capital  Appreciation  Investment  Account  (then known as TCI Growth)  first
became available on May 1, 1994. The Alger American  Growth,  Calvert Social Mid
Cap Growth (then known as Calvert Capital Accumulation), Fidelity Contrafund and
Equity-Income,  and the T. Rowe Price Equity Income  Investment  Accounts  first
became available on April 28, 1995. The AUL American  Tactical Asset Allocation,
the Janus Aspen Series Flexible  Income,  Janus Aspen Series  Worldwide  Growth,
PBHG Growth II, PBHG Technology &  Communications,  SAFECO RST Equity and SAFECO
RST Growth  Investment  Accounts  first  became  available  on May 1, 1997.  The
Conservative,   Moderate,   and  Aggressive  Investor  Portfolios  first  became
available  on  May  1,  1998.  Therefore,  for  these  portfolios,  there  is no
information available for any period prior to these dates, respectively.
</FN>
</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
one year and three year  periods  ending  12/31/98  and the lesser of 5 Years 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 5 year  period  ending  12/31/98,  the  lesser  of 10  Years  or  Since
Inception,  and the  Cumulative  Returns  for the  lesser  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>
<S>                    <C>        <C>         <C>         <C>           <C>          <C>           <C>          <C>
                         Performance (including charges) for Single Contribution Contracts

                                                     ACTUAL      PERFORMANCE      |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                  |
                                                                         Average  |                 Average
                                                Average     Average      Annual   |    Average       Annual     Cumulative
                                                Annual      Annual      Return on |    Annual      Return on     Return on
                                               Return on   Return on    Investment|   Return on    Investment   Investment
                      Inception   Inception   Investment  Investment    for lesser|   Investment   for lesser   for lesser
                       Date of     Date of     for Year   for 3 Years   of 5 Years|  for 5 Years   of 10 Years  of 10 Years
Investment Account      Mutual    Investment    ending      ending       or Since |    Ending       or Since     or Since
Investment Account      Fund       Account     12/31/98    12/31/98     Inception |   12/31/98     Inception     Inception
- ------------------    ---------   ----------  ----------  -----------   ----------|  -----------  -----------  -------------
                                                                                  |
AUL American Equity    4/10/90    4/12/90       -0.37%      15.29%        13.34%  |    13.34%        12.79%      185.61%
AUL American Bond      4/10/90    4/12/90        0.95%       3.50%         4.63%  |     4.63%         7.28%       84.55%
AUL American Managed   4/10/90    4/12/90        0.59%      10.65%         9.74%  |     9.74%        10.28%      134.72%
AUL American Money                                                                |
  Market               4/10/90    4/12/90       -2.57%       2.17%         2.97%  |     2.97%         3.24%       32.05%
AUL American Tactical                                                             |
  Asset Allocation     8/01/95    5/01/97       -0.44%       9.82%         8.21%  |      n.a.        10.74%       41.74%
AUL American Con-                                                                 |
 servative Investor    3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -1.60%
AUL American                                                                      |
 Moderate Investor     3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -2.28%
AUL American                                                                      |
 Aggressive Investor   3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -2.51%
Alger American Growth  1/09/89    4/28/95       37.46%      24.96%        26.49%  |    21.87%        20.51%      543.41%
American Century VP                                                               |
 Capital Appreciation 11/20/87    5/01/94       -9.17%      -5.74%         2.04%  |     1.56%         7.36%      103.43%
Calvert Social                                                                    |
 Mid Cap Growth        7/16/91    4/28/95       20.48%      16.79%        20.80%  |    14.80%        13.60%      158.88%
Fidelity VIP                                                                      |
 Equity-Income        10/09/86    4/28/95        3.62%      14.75%        17.82%  |    16.82%        14.19%      276.95%
Fidelity VIP Growth   10/09/86    5/01/93       29.49%      22.25%        19.79%  |    19.79%        17.93%      420.29%
Fidelity VIP                                                                      |
 High Income           9/19/85    5/01/93      -11.19%       5.88%         7.03%  |     7.03%         9.70%      152.39%
Fidelity VIP                                                                      |
 Overseas              1/28/87    5/01/93        4.67%       9.60%         7.93%  |     7.93%         8.72%      130.72%
Fidelity VIP II                                                                   |
 Asset Manager         9/06/89    5/01/93        6.80%      13.73%         9.96%  |     9.96%        11.57%      177.32%
Fidelity VIP II                                                                   |
 Contrafund            1/03/95    4/28/95       20.66%      21.87%        24.07%  |      n.a.        26.03%      152.13%
Fidelity VIP II                                                                   |
 Index 500             8/27/92    5/01/93       19.13%      24.59%        21.58%  |    21.58%        19.63%      211.91%
Janus Flexible                                                                    |
 Income                9/13/93    5/01/97        1.54%        n.a.         6.89%  |     8.52%         8.28%       52.44%
Janus Worldwide                                                                   |
 Growth                9/13/93    5/01/97       19.53%        n.a.        21.03%  |    19.34%        22.23%      189.76%
PBHG Growth II         5/01/97    5/01/97        0.43%        n.a.         4.84%  |      n.a.         4.84%        8.20%
PBHG Technology                                                                   |
 & Communications      5/01/97    5/01/97       22.72%        n.a.        15.99%  |      n.a.        15.99%       28.05%
SAFECO RST Equity     11/06/86    5/01/97       15.94%        n.a.        21.27%  |    20.22%        17.67%      408.93%
SAFECO RST Growth      1/07/93    5/01/97       -5.71%        n.a.        25.53%  |    23.03%        25.14%      282.60%
T. Rowe Price                                                                     |
 Equity Income         3/31/94    4/28/95        1.25%      15.82%        18.94%  |      n.a.        18.48%      123.78%


                                       15
<PAGE>


               PERFORMANCE OF THE INVESTMENT ACCOUNTS (CONTINUED)
<S>                    <C>        <C>         <C>         <C>           <C>          <C>           <C>          <C>
                         Performance (including charges) for Recurring Contribution Contracts*

                                                     ACTUAL      PERFORMANCE      |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                  |
                                                                                  |
                                                                         Average  |                 Average
                                                Average     Average      Annual   |   Average       Annual     Cumulative
                                                Annual      Annual      Return on |    Annual      Return on     Return on
                                               Return on   Return on    Investment|   Return on    Investment   Investment
                      Inception   Inception   Investment  Investment    for lesser|   Investment   for lesser   for lesser
                       Date of     Date of     for Year   for 3 Years   of 5 Years|  for 5 Years   of 10 Years  of 10 Years
Investment Account      Mutual    Investment    ending      ending       or Since |    Ending       or Since     or Since
Investment Account      Fund       Account     12/31/98    12/31/98     Inception |   12/31/98     Inception     Inception
- ------------------    ---------   ----------  ----------  -----------   ----------|  -----------  -----------  -------------
                                                                                  |
AUL American Equity    4/10/90    4/12/90       -2.78%      13.33%        11.59%  |    11.59%        11.92%      166.96%
AUL American Bond      4/10/90    4/12/90       -1.49%       1.73%         3.00%  |     3.00%         6.46%       72.60%
AUL American Managed   4/10/90    4/12/90       -1.84%       8.76%         8.04%  |     8.04%         9.43%      119.40%
AUL American Money                                                                |
  Market               4/10/90    4/12/90       -4.93%       0.43%         1.37%  |     1.37%         2.45%       23.50%
AUL American Tactical                                                             |
  Asset Allocation     8/01/95    5/01/97       -2.85%       7.95%         5.81%  |      n.a.         8.73%       33.13%
AUL American Con-                                                                 |
 servative Investor    3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -3.91%
AUL American                                                                      |
 Moderate Investor     3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -4.57%
AUL American                                                                      |
 Aggressive Investor   3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.       -4.80%
Alger American Growth  1/09/89    4/28/95       34.13%      22.84%        24.30%  |    19.98%        19.66%      499.53%
American Century VP                                                               |
 Capital Appreciation 11/20/87    5/01/94      -11.37%      -7.35%         0.36%  |    -0.02%         6.60%       89.48%
Calvert Social                                                                    |
 Mid Cap Growth        7/16/91    4/28/95       17.56%      14.80%        18.70%  |    13.02%        12.64%      143.00%
Fidelity VIP                                                                      |
 Equity-Income        10/09/86    4/28/95        1.12%      12.80%        15.77%  |    15.01%        13.39%      251.36%
Fidelity VIP Growth   10/09/86    5/01/93       26.36%      20.16%        17.93%  |    17.93%        17.10%      384.81%
Fidelity VIP                                                                      |
 High Income           9/19/85    5/01/93      -13.34%       4.07%         5.37%  |     5.37%         8.93%      135.22%
Fidelity VIP                                                                      |
 Overseas              1/28/87    5/01/93        2.13%       7.74%         6.25%  |     6.25%         7.95%      114.90%
Fidelity VIP II                                                                   |
 Asset Manager         9/06/89    5/01/93        4.22%      11.79%         8.25%  |    8.25%        10.76%      159.12%
Fidelity VIP II                                                                   |
 Contrafund            1/03/95    4/28/95       17.74%      19.79%        21.92%  |      n.a.        24.00%      136.28%
Fidelity VIP II                                                                   |
 Index 500             8/27/92    5/01/93       16.24%      22.46%        19.69%  |    19.69%        18.50%      193.68%
Janus Flexible                                                                    |
 Income                9/13/93    5/01/97       -0.92%        n.a.         4.53%  |     6.84%         7.33%       45.49%
Janus Worldwide                                                                   |
 Growth                9/13/93    5/01/97       16.63%        n.a.        18.35%  |    17.49%        21.17%      176.69%
PBHG Growth II         5/01/97    5/01/97       -2.00%        n.a.         2.52%  |      n.a.         2.52%        4.24%
PBHG Technology                                                                   |
 & Communications      5/01/97    5/01/97       19.75%        n.a.        13.42%  |      n.a.        13.42%       23.35%
SAFECO RST Equity     11/06/86    5/01/97       13.13%        n.a.        18.58%  |    18.36%        16.84%      374.15%
SAFECO RST Growth      1/07/93    5/01/97       -7.99%        n.a.        22.75%  |    21.12%        24.12%      264.32%
T. Rowe Price                                                                     |
 Equity Income         3/31/94    4/28/95       -1.20%      13.85%        16.88%  |      n.a.        16.56%      107.07%


*This table reflects a Withdrawal  Charge of 8% in the first 5 years  and 4% for
years 6-10.  Certain  403(b)  Contracts  offer  lower Withdrawal  Charges (7% in
the  first  Contract  Year  declining  by 1% each  subsequent  year so that  the
Withdrawal  Charge reaches 0% in the eighth Contract Year). For these Contracts,
the performance would be higher than that shown in the table above.


                Performance (excluding charges) for All Contracts

                                                     ACTUAL      PERFORMANCE      |      ACTUAL/HYPOTHETICAL PERFORMANCE
                                                                                  |
                                                                         Average  |                 Average
                                                Average     Average      Annual   |    Average       Annual     Cumulative
                                                Annual      Annual      Return on |    Annual      Return on     Return on
                                               Return on   Return on    Investment|   Return on    Investment   Investment
                      Inception   Inception   Investment  Investment    for lesser|   Investment   for lesser   for lesser
                       Date of     Date of     for Year   for 3 Years   of 5 Years|  for 5 Years   of 10 Years  of 10 Years
Investment Account      Mutual    Investment    ending      ending       or Since |    Ending       or Since     or Since
Investment Account      Fund       Account     12/31/98    12/31/98     Inception |   12/31/98     Inception     Inception
- ------------------    ---------   ----------  ----------  -----------   ----------|  -----------  -----------  -------------
                                                                                  |
AUL American Equity    4/10/90    4/12/90        5.99%      16.87%        13.80%  |    13.80%        12.79%      185.61%
AUL American Bond      4/10/90    4/12/90        7.40%       4.92%         5.05%  |     5.05%         7.28%       84.55%
AUL American Managed   4/10/90    4/12/90        7.01%      12.17%        10.19%  |    10.19%        10.28%      134.72%
AUL American Money                                                                |
  Market               4/10/90    4/12/90        3.64%       3.57%         3.38%  |     3.38%         3.24%       32.05%
AUL American Tactical                                                             |
  Asset Allocation     8/01/95    5/01/97        5.92%      11.33%        11.59%  |      n.a.        11.73%       46.12%
AUL American Con-                                                                 |
 servative Investor    3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.        4.68%
AUL American                                                                      |
 Moderate Investor     3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.        3.96%
AUL American                                                                      |
 Aggressive Investor   3/31/98    5/01/98         n.a.        n.a.          n.a.  |      n.a.          n.a.        3.71%
Alger American Growth  1/09/89    4/28/95       46.23%      26.68%        27.55%  |    22.36%        20.51%      543.41%
American Century VP                                                               |
 Capital Appreciation 11/20/87    5/01/94       -3.37%      -4.45%         2.48%  |     1.97%         7.36%      103.43%
Calvert Social                                                                    |
 Mid Cap Growth        7/16/91    4/28/95       28.17%      18.39%        21.81%  |    15.27%        13.60%      158.88%
Fidelity VIP                                                                      |
 Equity-Income        10/09/86    4/28/95       10.24%      16.33%        18.80%  |    17.30%        14.19%      276.95%
Fidelity VIP Growth   10/09/86    5/01/93       37.76%      23.92%        20.28%  |    20.28%        17.93%      420.29%
Fidelity VIP                                                                      |
 High Income           9/19/85    5/01/93       -5.52%       7.33%         7.46%  |     7.46%         9.70%      152.39%
Fidelity VIP                                                                      |
 Overseas              1/28/87    5/01/93       11.35%      11.11%         8.36%  |     8.36%         8.72%      130.72%
Fidelity VIP II                                                                   |
 Asset Manager         9/06/89    5/01/93       13.62%      15.29%        10.40%  |    10.40%        11.57%      177.32%
Fidelity VIP II                                                                   |
 Contrafund            1/03/95    4/28/95       28.36%      23.54%        25.11%  |      n.a.        27.00%      159.98%
Fidelity VIP II                                                                   |
 Index 500             8/27/92    5/01/93       26.73%      26.29%        22.07%  |    22.07%        19.63%      211.91%
Janus Flexible                                                                    |
 Income                9/13/93    5/01/97        8.02%        n.a.        10.24%  |     8.96%         8.49%       54.02%
Janus Worldwide                                                                   |
 Growth                9/13/93    5/01/97       27.16%        n.a.        24.82%  |    19.82%        22.47%      192.79%
PBHG Growth II         5/01/97    5/01/97        6.84%        n.a.         8.12%  |      n.a.         8.12%       13.90%
PBHG Technology                                                                   |
 & Communications      5/01/97    5/01/97       30.56%        n.a.        19.61%  |      n.a.        19.61%       34.78%
SAFECO RST Equity     11/06/86    5/01/97       23.34%        n.a.        25.06%  |    20.71%        17.67%      408.93%
SAFECO RST Growth      1/07/93    5/01/97        0.31%        n.a.        29.45%  |    23.53%        25.35%      286.46%
T. Rowe Price                                                                     |
 Equity Income         3/31/94    4/28/95        7.71%      17.41%        19.94%  |      n.a.        18.98%      128.30%


</TABLE>


                                       16
<PAGE>


           INFORMATION ABOUT AUL, THE VARIABLE ACCOUNT, AND THE FUNDS

AMERICAN UNITED LIFE INSURANCE COMPANY(R)


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

     AUL  conducts a  conventional  life  insurance,  reinsurance,  and  annuity
business.  At December 31, 1998, AUL had admitted assets of $9,224,084,608 and a
policyowners' surplus of $734,099,854.

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

VARIABLE ACCOUNT

     AUL American Unit Trust was  established  by AUL on August 17, 1989,  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. 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 a
specific  mutual  fund  or  in  a  specific  Portfolio  of  one  of  the  Funds.
Contributions  may be allocated  to one or more  Investment  Accounts  available
under a Contract.  Not all of the Investment  Accounts may be available  under a
particular  Contract and some of the  Investment  Accounts are not available for
certain  types  of  Contracts.  AUL  may  in  the  future  establish  additional
Investment  Accounts  of  the  Variable  Account,  which  may  invest  in  other
Portfolios  of the Funds or 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. 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.  AUL
American Series Fund, Inc.  currently has eight separate  investment  portfolios
that it offers to the Variable Account, namely: the Equity, Bond, Managed, Money
Market, Tactical Asset Allocation, Conservative Investor, Moderate Investor, and
Aggressive  Investor.  The Alger American Fund offers the Alger American  Growth
Portfolio.  American  Century  Variable  Portfolios,  Inc. offers the VP Capital
Appreciation  Portfolio.  Calvert  Variable Series offers the Calvert Social Mid
Cap Growth Portfolio.  The Fidelity Variable  Insurance Products Fund offers the
Equity-Income,  Growth,  High  Income,  and  Overseas  Portfolios.  The Fidelity
Variable  Insurance Products Fund II offers the Asset Manager,  Contrafund,  and
Index 500  Portfolios.  The Janus Aspen Series offers the  Worldwide  Growth and
Flexible Income Portfolios. The PBHG Insurance Series Fund, Inc. offers the PBHG
Growth  II and the PBHG  Technology  &  Communications  Portfolios.  The  SAFECO
Resource  Series  Trust offers the Equity and Growth  Portfolios.  T. Rowe Price
Equity Series,  Inc. offers the Equity Income Portfolio.  Each Portfolio has its
own investment  objective or objectives and policies.  The shares of each mutual
fund Portfolio are purchased by AUL for the corresponding  Investment Account at
the  Portfolio's  net asset value per share,  i.e.,  without any sales load. All
dividends  and  capital  gain  distributions   received  from  a  Portfolio  are
automatically  reinvested  in such  Portfolio  at net asset  value,  unless  AUL
instructs    otherwise.    AUL   has   entered   into    agreements   with   the
Distributors/Advisers  of Alger  Management,  Inc.,  American  Century  Variable
Portfolios,  Inc.,  Calvert  Variable  Series,  Fidelity  Management  & Research
Company,  Janus Capital Corporation,  Pilgrim Baxter & Associates,  SAFECO Asset
Management Company,  and T. Rowe Price Equity Series,  Inc., under which AUL has
agreed to render certain services and to provide  information  about these funds
to its Contractowners and/or Participants who invest in these Funds. Under these
agreements and for providing these services,  AUL receives compensation from the
Distributor/Adviser  of these  funds,  ranging  from zero basis  points  until a
certain level of fund assets have been purchased to twenty-five  basis points on
the net average aggregate deposits made.

     AUL serves as  investment  adviser to each  Portfolio  of the AUL  American
Series Fund,  Inc. Fred Alger & Company acts as investment  adviser to the Alger
American Fund. American Century Investment  Management,  Inc. acts as investment
adviser to American Century Variable  Portfolios,  Inc. Calvert Asset Management
Corporation acts as investment adviser to the Calvert Variable Series.  Fidelity
Management  &  Research  Company  acts as  investment  adviser  to the  Fidelity
Variable Insurance Products Fund and to the Fidelity Variable Insurance Products
Fund II. Janus Capital Corporation acts as investment adviser to the Janus Aspen
Series.  Pilgrim  Baxter & Associates,  Inc. acts as investment  adviser to PBHG
Insurance Series Fund, Inc.

                                       17
<PAGE>


T. Rowe Price & Associates,  Inc.  acts as  investment  adviser to T. Rowe Price
Equity Series, Inc.

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

AUL AMERICAN SERIES FUND, INC.

AUL AMERICAN EQUITY PORTFOLIO

     The primary  investment  objective of the AUL American Equity  Portfolio is
long-term capital appreciation. The Portfolio seeks current investment income as
a secondary  objective.  The Portfolio  attempts to achieve these  objectives by
investing  primarily in equity  securities  selected on the basis of fundamental
investment research for their long-term growth prospects.

AUL AMERICAN BOND PORTFOLIO

     The primary  investment  objective of the AUL American Bond Portfolio is to
provide a high level of income  consistent  with prudent  investment  risk. As a
secondary objective,  the Portfolio seeks to provide capital appreciation to the
extent consistent with the primary objective.  The Portfolio attempts to achieve
these  objectives  by  investing  primarily  in  corporate  bonds and other debt
securities.

AUL AMERICAN MANAGED PORTFOLIO

     The  investment  objective  of the AUL  American  Managed  Portfolio  is to
provide a high  total  return  consistent  with  prudent  investment  risk.  The
Portfolio  attempts to achieve this objective through a fully managed investment
policy  utilizing  publicly  traded common  stock,  debt  securities  (including
convertible debentures), and money market securities.

AUL AMERICAN MONEY MARKET PORTFOLIO

     The investment  objective of the AUL American Money Market  Portfolio is to
provide a high level of current income while  preserving  assets and maintaining
liquidity  and  investment  quality.  The  Portfolio  attempts  to achieve  this
objective by investing in short-term  money market  instruments  that are of the
highest quality.

AUL AMERICAN TACTICAL ASSET ALLOCATION PORTFOLIO

     The  investment  objective of the Tactical  Asset  Allocation  Portfolio is
preservation of capital and competitive  investment returns. The Portfolio seeks
to achieve  its  objective  by  investing  primarily  in stocks,  United  States
Treasury bonds, notes and bills, and money market funds.

AUL AMERICAN CONSERVATIVE INVESTOR PORTFOLIO

     The  investment  objective  of  the  AUL  American   Conservative  Investor
Portfolio is high current income,  with opportunities for capital  appreciation.
The Portfolio  seeks this  objective by investing in a  strategically  allocated
portfolio  consisting  primarily of bond and money market  instruments  with the
remainder of the Portfolio  invested in equities.  The  Portfolio's  emphasis on
bonds and money  market  securities  is intended to help provide  gains  through
income accumulation and a measure of principal  protection in the event that the
stock market is in decline.

AUL AMERICAN MODERATE INVESTOR PORTFOLIO

     The investment objective of the AUL American Moderate Investor Portfolio is
a blend of capital  appreciation and income.  The Portfolio seeks this objective
by investing in a strategically allocated portfolio of equities, bonds and money
market  instruments  with a  weighting  that  normally  is  slightly  heavier in
equities.  The asset mix for this  Portfolio  is intended  to provide  long-term
growth and some regular income, while helping to moderate losses in the event of
stock market declines.


AUL AMERICAN AGGRESSIVE INVESTOR PORTFOLIO

     The investment  objective of the AUL American Aggressive Investor Portfolio
is  long-term  capital  appreciation.  The  Portfolio  seeks this  objective  by
investing  in  a  strategically  allocated  portfolio  consisting  primarily  of
equities. Current income is not a primary consideration.  The asset mix for this
Portfolio is intended to provide long-term growth,  together with a small amount
of income to help cushion the volatility of the equity securities.


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

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


AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.


AMERICAN CENTURY VP CAPITAL APPRECIATION

     The American Century VP Capital Appreciation Portfolio seeks capital growth
by investing primarily in common stocks (including  securities  convertible into
common  stocks and other  equity  equivalents)  and other  securities  that meet

                                       18
<PAGE>


certain  fundamental  and  technical  standards  of selection  and have,  in the
opinion of the Fund's  investment  manager,  better than average  potential  for
appreciation.  The  Fund  tries  to stay  fully  invested  in  such  securities,
regardless of the movement of prices generally.  This Portfolio is not currently
available to AUL Participants under 457 Contracts.


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


CALVERT VARIABLE SERIES

CALVERT SOCIAL MID CAP GROWTH PORTFOLIO

     The  Calvert  Social Mid Cap  Growth  Portfolio  is a socially  responsible
growth  Portfolio  that  seeks  long-term  capital   appreciation  by  investing
primarily  in the stock of  medium  sized  companies.  To the  extent  possible,
investments  are made in  enterprises  that make a significant  contribution  to
society  through  their  products  and  services  and  through  the way  they do
business.

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


FIDELITY VARIABLE INSURANCE PRODUCTS FUND


EQUITY-INCOME PORTFOLIO

    The VIP Equity-Income Portfolio seeks reasonable income.  The fund will also
consider the  potential for capital  appreciation.  The fund seeks a yield which
exceeds  the  composite  yield on the  securities  comprising  the S&P 500.  The
Adviser   normally   invests  at  least  65%  of  the  fund's  total  assets  in
income-producing  equity  securities.  The  Adviser  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.

GROWTH PORTFOLIO

     The VIP Growth Portfolio seeks capital  appreciation.  The Adviser normally
invests the fund's assets  primarily in common stocks.  The Adviser  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.  The Adviser may
invest the  fund's  assets in  securities  of foreign  issuers  in  addition  to
securities of domestic issuers.

HIGH INCOME PORTFOLIO

     The VIP High  Income  Portfolio  seeks to  obtain a high  level of  current
income while also considering growth of capital. The Adviser 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 the Adviser's ability to resell the securities
to the  general  public.  The  Adviser  may also  invest  the  fund's  assets in
non-income  producing  securities,  including  defaulted  securities  and common
stocks.  The Adviser  intends to limit common  stocks to 10% of the fund's total
assets.  The  Adviser  may invest in  companies  whose  financial  condition  is
troubled  or  uncertain  and that may be  involved  in  bankruptcy  proceedings,
reorganization or financial restructurings.

OVERSEAS PORTFOLIO

     The VIP Overseas  Portfolio seeks long-term growth of capital.  The Adviser
normally invests at least 65% of the fund's total assets in foreign  securities.
The Adviser normally invests the fund's assets primarily in stocks.  The adviser
normally  diversifies  the fund's  investments  across  different  countries and
regions. In allocating the fund's investments across countries and regions,  the
Adviser 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

ASSET MANAGER PORTFOLIO

     The VIP II Asset  Manager  Portfolio  seeks high total  return with reduced
risk over the  long-term by  allocating  its assets  among  domestic and foreign
stocks,  bonds and  short-term  instruments.  The Adviser  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.

CONTRAFUND

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

INDEX 500 PORTFOLIO

     The VIP II Index 500 Portfolio seeks investment results

                                       19
<PAGE>



that  correspond  to the total return of common  stocks  publicly  traded in the
United States, as represented by the S&P 500. The Adviser's principal investment
strategies include investing at least 80% of assets in common stocks included in
the S&P 500 and lending securities to earn income for the fund.


FOR ADDITIONAL  INFORMATION  CONCERNING  FIDELITY'S  VARIABLE INSURANCE PRODUCTS
FUND AND FIDELITY'S  VARIABLE  INSURANCE  PRODUCTS FUND II AND THEIR PORTFOLIOS,
PLEASE SEE THE FIDELITY VARIABLE  INSURANCE  PRODUCTS FUND AND FIDELITY VARIABLE
INSURANCE  PRODUCTS FUND 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 PORTFOLIO,
PLEASE  SEE THE  JANUS  ASPEN  SERIES  FUND  PROSPECTUS,  WHICH  SHOULD  BE READ
CAREFULLY BEFORE INVESTING


PBHG INSURANCE SERIES FUND, 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  earnings growth
and capital appreciation  potential.  The PBHG Growth II Portfolio is managed by
Jeffrey A. Wrona,  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
which (1) rely  extensively  on  technology or  communications  in their product
development or operations;  (2) are experiencing exceptional growth in sales and
earnings driven by technology or  communications  related products and services;
and (3) are expected to benefit from technological advances and improvement. The
Portfolio is  co-managed by Jeffrey A. Wrona, CFA, and Michael  Hahn, CFA.

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


SAFECO RESOURCE SERIES TRUST

EQUITY PORTFOLIO

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

GROWTH PORTFOLIO

     The Growth  Portfolio  has as its  investment  objective  to seek growth of
capital and the increased income that ordinarily  follows from such growth.  The
Growth  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 capital appreciation through investments in
common stocks of established companies.

FOR ADDITIONAL  INFORMATION CONCERNING T. ROWE PRICE EQUITY SERIES, INC. AND ITS
PORTFOLIO,  PLEASE SEE THE T. ROWE PRICE EQUITY SERIES, INC.  PROSPECTUS,  WHICH
SHOULD BE READ CAREFULLY BEFORE INVESTING.

THERE IS NO  ASSURANCE  THAT THE STATED  OBJECTIVES  AND  POLICIES OF ANY OF THE
FUNDS WILL BE ACHIEVED.

                                       20
<PAGE>


                                 THE CONTRACTS

GENERAL

     The Contracts are offered for use in connection with retirement  plans that
meet the  requirements  of Sections  401,  403(b),  408, or 457 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) annuity  purchase plans  sponsored by certain  tax-exempt  organizations  or
public school  organizations  under Section  403(b),  (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, 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.  Some
Contracts may also be made  available to plans that do not qualify for favorable
tax  treatment,   such  as  unfunded  deferred  compensation  Plans  for  highly
compensated employees, which may be referred to as non-qualified 457 Plans.

     A  Contract  is  issued  to  the  Owner.  Generally,  persons  eligible  to
participate  in the Owner's Plan are eligible to become  Participants  under the
Contract.  The  Owner  shall be  responsible  for  determining  persons  who are
eligible to become  Participants  and for  designating  such persons to AUL. AUL
will  issue to the  Owner  for  delivery  to each  Participant  (or may  deliver
directly to each  Participant) a Certificate  that  evidences the  Participant's
participation  in the Contract.  For purposes of  determining  benefits  under a
Contract,  an account called a  Participant's  Account is  established  for each
Participant during the Accumulation Period.

     The Owner of the  Contract  is  generally  responsible  for  providing  all
communications and instructions concerning Participant Accounts to AUL. However,
in some instances a Participant may communicate  directly with AUL. For example,
a Participant in a 403(b) Program may request a partial withdrawal directly from
AUL. While the Owner generally is responsible for transmitting contributions and
instructions for  Participants,  the Participant may be permitted or required to
make certain  decisions  and elections  under the Contract,  as specified by the
Owner in the Plan,  trust,  or other  appropriate  document.  The pertinent Plan
document  and,  if  applicable,  the  Employer's  plan  administrator  should be
consulted with any questions on benefits under the Contract.


        CONTRIBUTIONS AND CONTRACT VALUES DURING THE ACCUMULATION PERIOD

CONTRIBUTIONS UNDER THE CONTRACTS


     Contributions under Recurring  Contribution  Contracts may be made by or on
behalf of a Participant at any time during the Participant's life and before the
Participant's Annuity Commencement Date. Contributions must be at least equal to
the  minimum  required  contribution  under  the Plan.  In  Single  Contribution
Contracts,  the minimum  contribution  for each  Participant is $5,000.  AUL may
establish the minimum  contributions  permitted  under a Contract,  but any such
change  shall apply only to  Participant  Accounts  established  on or after the
effective  date of the  change.  AUL may, at its  discretion,  waive any minimum
required contribution.

     Annual  contributions  under any of the Plans are subject to maximum limits
imposed  by  the  Internal   Revenue  Code.  See  the  Statement  of  Additional
Information  for a discussion  of these limits,  or consult the  pertinent  Plan
document.

TEN-DAY FREE LOOK

     Under  403(b)  and 408  Contracts,  the Owner  has the right to return  the
Contract  for any  reason  within ten days of  receipt.  If a  particular  state
requires a longer  free-look  period,  Owners in that state will be allowed  the
longer  statutory  period  in which to return  the  Contract.  If this  right is
exercised,  the Contract will be  considered  void from its  inception,  and any
contributions will be fully refunded.

INITIAL AND SINGLE CONTRIBUTIONS


     Initial  contributions  received for a Participant  will be credited to the
Participant's  Account 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  annuity  enrollment  form for the  Participant  that contains all the
information necessary for opening the Participant's Account. The enrollment form
will be provided by AUL. If AUL does not receive a complete  enrollment form for
a  Participant,  AUL will notify the Owner or individual  that AUL does not have


the necessary  information to open the account. If the necessary  information is
not  provided  to AUL within five  Business  Days after AUL first  receives  the
initial   contribution,   AUL  will  return  the  initial  contribution  to  the
contributing  party.  However,  if the  Contract  so allows,  AUL may retain the
contribution,  if  consent  is  received,  until the  earliest  of: the time the
enrollment form for the  Participant is made complete,  or 25 days after receipt
at AUL's Home Office.

ALLOCATION OF CONTRIBUTIONS

     Initial and subsequent  contributions under the Contracts will be allocated
among the Investment  Accounts of the Variable  Account and the Fixed Account as
instructed  by the  Owner or  Participant  and as  provided  by the terms of the
Contract.  The  investment  allocation  of  the  initial  contribution  is to be
designated on an investment  allocation form at the time the annuity  enrollment
form is  completed,  and the  completed  allocation  form should  accompany  the
enrollment  form to open an account for a Participant.  Depending on the type of
Contract,  the  enrollment  application  specifies  that  in the  absence  of an
investment  allocation  form  or  other  instructions,  initial  and  subsequent
contributions  shall be allocated to the AUL  American  Money Market  Investment

                                       21
<PAGE>



Account or to AUL's General  Account.  Allocation  will be made to AUL's General
Account  only if the Money Market  Investment  Option is not  available  under a
particular  Contract.  A  Participant's  Account  Value that has been  initially
allocated to the Money Market Investment Account or to AUL's General Account may
be transferred to other available  investment options upon receipt by AUL at its
Home Office of an investment allocation form or other proper request. Under some
Contracts,  allocation  to any  Investment  Account or the Fixed Account must be
made in  increments  of 10%,  25%, or 33 1/3% of any  contribution.  Neither the
Fixed  Account  nor all of the  Investment  Accounts  may be  available  under a
particular  Contract.  In  addition,  some of the  Investment  Accounts  are not
available for certain types of Contracts.



     Any change in allocation instructions will be effective upon receipt by AUL
at its Home  Office and will  continue  in effect  until  subsequently  changed.
Changes  in the  allocation  of future  contributions  have no effect on amounts
already contributed on behalf of a Participant.  Such amounts,  however,  may be
transferred  among the Investment  Accounts of the Variable Account or the Fixed
Account in the manner described in "Transfers of Account Value."

SUBSEQUENT CONTRIBUTIONS UNDER RECURRING CONTRIBUTION CONTRACTS

     When  forwarding  contributions  to AUL,  the amount being  contributed  on
behalf  of each  Participant  must be  specified.  The  contributions  shall  be
allocated  among  the  Investment  Accounts  of the  Variable  Account  that are
available  under a Contract and the Fixed  Account (if  available)  as described
above in "Allocation of  Contributions."  Contributions  (other than the initial
contribution  for each  Participant) are credited as of the end of the Valuation
Period in which they are  received by AUL at its Home Office at such time as AUL
has  received  full  payment for the  contribution,  the  information  needed to
establish  the  Participant's  account,  and proper  instructions  regarding the
application and allocation of the contributions among Participants.

TRANSFERS OF ACCOUNT VALUE

     All or part of a  Participant's  Variable  Account Value may be transferred
among the Investment Accounts of the Variable Account that are available under a
Contract or to the Fixed  Account (if  available  under a Contract)  at any time
during the  Accumulation  Period upon receipt of a proper written request 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  transfer  from any  Investment  Account or from the Fixed
Account is the lesser of $500 or a  Participant's  entire  Account Value in that
Investment  Account or in the Fixed Account as of the date the transfer  request
is  received  by  AUL  at  its  Home  Office,  provided  however,  that  amounts
transferred  from the Fixed  Account to an Investment  Account  during any given
Contract Year cannot exceed 20% of the  Participant's  Fixed Account Value as of
the beginning of that Contract Year.  However,  if a Participant's Fixed Account
Value at the beginning of the Contract Year is less than $2,500, the amount that
will be transferred  for that Contract Year from the Fixed Account is the lesser
of $500 or the entire Fixed Account Value as of the date the transfer request is
received by AUL at its Home Office.  If, after any transfer,  the  Participant'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.  Transfers may also be subject to other limitations
provided  in a Plan  document  and in  the  Contract.  The  20%  restriction  on
transfers during any given Contract Year from the Fixed Account to an Investment
Account shall not apply to Employer Sponsored 403(b) Programs,  Employee Benefit
Plans,  Employee  Benefit Plans in a combined  Contract for an Employee  Benefit
Plan and Employer  Sponsored 403(b) Plan, or 408 SEP or SIMPLE IRA Contracts if:
(1) the  Owner  (or Plan  Sponsor)  selects  the Fixed  Interest  Account  as an
Investment  Option to  Participants  under the Contract;  (2) the Owner (or Plan
Sponsor) does not select the AUL American Money Market Investment  Account as an
available  Investment  Option  to  Participants  under  the  Contract,  and  (3)
following  a  transfer  from the Fixed  Account  to the  Variable  Account  by a
Participant, a transfer back to the Fixed Account shall be allowed only after 90
days have elapsed since the previous transfer from the Fixed Account.  Except as
noted previously, generally, 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 effective as of the end of
the Valuation Date in which AUL receives the request in proper form.

PARTICIPANT'S VARIABLE ACCOUNT VALUE

ACCUMULATION UNITS

     Contributions to be allocated to the Investment  Accounts available under a
Contract  will  be  credited  to  the  Participant's  Account  in  the  form  of
Accumulation   Units.   Except  for  allocation  of  a   Participant's   initial
contribution,  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 at the end of the
Valuation  Period  in which  the  contribution  is  received  by AUL at its Home
Office. The number of Accumulation Units so credited to the account 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

                                       22
<PAGE>


Investment  Account  was  initially  set  at one  dollar  ($1)  when  operations
commenced. Subsequently, the Accumulation Unit value for each Investment Account
is  determined  by  multiplying  the Net  Investment  Factor 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) and then subtracting (c) from the result where

   (a) is equal to:
      (1) the net asset  value per share of the  Portfolio  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 Portfolio during the Valuation Period, plus or minus
      (3) a credit or charge with respect to taxes paid, if any, or reserved for
          by 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 Portfolio,  determined as of the
       end of the preceding Valuation Period; and
   (c) is a  daily  charge factor determined by  AUL to reflect the fee assessed
          against  the assets  of the  Investment  Account for the mortality and
          expense risk charge.


DOLLAR COST AVERAGING PROGRAM

     Contract  Owners  and  Participants  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 or  Participant  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 or  Participant  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.


                  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.

     Under a DCA  Program,  the owner  deposits  premiums  into the AUL American
Money Market  Investment  Account or the Fixed Account (if  available  under the
Contract)  and then  authorizes  AUL to transfer a specific  dollar amount for a
specific  length of time from such  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 on the last business day
of such period.  These transfers will continue  automatically until the earliest
of: the date AUL receives notice to discontinue the Program;  until there is not
enough  money in the Money  Market  Investment  Account or the Fixed  Account to
continue the Program; until the expiration of the length of time selected; or if
the transfers are being drawn from the Fixed Account,  until the time a transfer
would exceed the 20% limitation on transfers from the Fixed Account.

     Currently,  the minimum required amount of each transfer is $100,  although
AUL reserves the right to change this minimum transfer amount in the future. DCA
transfers to the Fixed  Account and to the Money Market  Investment  Account are
not permitted under the Dollar Cost Averaging Program. At least ten days advance
written notice to AUL is required before the date of the first proposed transfer
under the DCA Program.  AUL offers the Dollar Cost Averaging Program to Contract
Owners and  Participants  at no charge,  and the Company  reserves  the right to
temporarily discontinue,  terminate, or change the Program at any time. Contract
Owners and Participants 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 or  Participants  may initially elect to participate in the
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 or Participant  may select the month,  quarter,  or year that
the transfers are to be made and such transfers will  automatically be performed
on the last  business  day of such period.  To  participate  in the  Program,  a
minimum  balance  of $10,000 in the Money  Market  Investment  Account or in the
Fixed Account is required.

                                       23
<PAGE>

                  CASH WITHDRAWALS AND THE DEATH BENEFIT

CASH WITHDRAWALS

     During the  lifetime  of the  Participant,  at any time  before the Annuity
Commencement  Date and subject to the limitations  under the applicable Plan and
applicable  law,  a  Participant's  Account  may  be  surrendered  or a  partial
withdrawal  may be taken from a  Participant's  Account  Value.  A surrender  or
withdrawal  request will be effective as of the end of the Valuation Date that a
proper  written  request in a form  acceptable  to AUL is received by AUL at its
Home Office.

     A full surrender of a Participant's Variable Account Value will result in a
withdrawal  payment  equal to the value of the  Participant's  Variable  Account
Value as of the end of the  Valuation  Period  during which a proper  withdrawal
request is received by AUL at its Home Office,  minus any applicable  withdrawal
charge.  A partial  withdrawal  may be requested  for a specified  percentage or
dollar amount of a Participant's Variable Account Value. A request for a partial
withdrawal will result in a payment by AUL equal to the amount  specified in the
partial withdrawal  request.  Upon payment,  the Participant's  Variable Account
Value will be  reduced  by an amount  equal to the  payment  and any  applicable
withdrawal  charge.  If a partial  withdrawal  is  requested  that would leave a
Participant's  Variable Account Value in any Investment  Account less than $500,
then such  partial  withdrawal  request  will be treated as a request for a full
withdrawal from the Investment Account.

     The minimum  amount that may be  withdrawn  from a  Participant's  Variable
Account  Value  in  an  Investment   Account  is  the  lesser  of  $500  or  the
Participant's  entire Account Value in the Investment Account as of the date the
withdrawal  request is received by AUL.  However,  if after the withdrawal,  the
amount or value of the  Investment  Account  would be less than  $500,  then the
request  will be treated as a request  for a  withdrawal  of the entire  Account
Value of the Investment Account.

     The  amount  of a  partial  withdrawal  will be taken  from the  Investment
Accounts and the Fixed Account as instructed.  A partial  withdrawal will not be
effected until proper instructions are received by AUL at its Home Office.

     A  surrender  or a partial  withdrawal  may  result in the  deduction  of a
withdrawal charge. See "Withdrawal Charge."

     In addition,  distributions under certain retirement programs may result in
a tax penalty. See "Tax Penalty."

SYSTEMATIC WITHDRAWAL SERVICE FOR 403(b) AND 408 PROGRAMS


     A Participant  in a Contract  used in connection  with a 403(b) plan (other
than an Employer  Sponsored  403(b)  plan) or 408 Program who is at least age 59
1/2 can generally  arrange to have systematic cash  withdrawals  from his or her
Account  Value  paid on a regular  monthly,  quarterly,  or annual  basis.  Each
withdrawal  payment  must  be at  least  equal  to  $100.  An  application  form
containing  details of the  service is  available  upon  request  from AUL.  The
service is voluntary  and can be terminated  at any time by the  Participant  or
Owner. AUL does not currently  deduct a service charge for withdrawal  payments,
but reserves the right to do so in the future and similarly,  reserves the right
to increase the minimum required amount for each withdrawal payment.  Systematic
withdrawals are not available for some 403(b) Contracts with reduced  withdrawal
charges due to the benefit responsive features of the Contracts.

     Participants will pay a withdrawal charge in connection with the systematic
cash withdrawals to the extent the withdrawal charge is applicable. Depending on
the  Contract,  some  Recurring  Contribution  Contracts  will incur  withdrawal
charges  during the first ten Account  Years or the first seven  Account  Years,
excluding the 10% allowable  amount each Contract Year (if the Contract  permits
the 10% allowable amount). If the Contract so permits, Systematic withdrawals of
up to 10% of (a) the total of all  contributions  made  during the year that the
withdrawal  is being  made,  plus  (b) the  Participant's  Account  Value at the
beginning of the Contract Year may begin in the year the  Participant's  Account
is  established.  After the first two Contract  Years,  and until the withdrawal
charge has  decreased to 0%, the amount  withdrawn  during a Contract  Year that
will not be subject to a withdrawal charge is 10% of the  Participant's  Account
Value at the  beginning of the Contract  Year in which the  withdrawal  is being
made. See "Withdrawal Charge." In addition,  receipt of the cash withdrawals may
result in the receipt of taxable  income to the  Participant.  See  "Federal Tax
Matters." No withdrawal  charges are applied to "benefit  responsive"  Contracts
for  payment  of  retirement,  death,  disability,  termination  of  employment,
hardship,  loan, age 70 1/2 required minimum  distribution  benefits or benefits
upon attainment of age 59 1/2 (provided that the age 59 1/2 benefit is a taxable
distribution  paid to the  Participant  and not to any other  person or  entity,
including any  alternative  or  substitute  funding  medium).  For certain other
Contracts known as "modified benefit responsive"  Contracts,  withdrawal charges
are not  imposed for cash  lump-sum  payments of death  benefits.  For  Modified
Benefit  Responsive  Contracts,  withdrawal  charges  are not  imposed  for cash
lump-sum  payments  provided the  Participant has (1) attained age 55 and has 10
years of service with the employer  identified  in the Plan, or (2) attained age
62,  and is  receiving  benefits  for  retirement,  disability,  termination  of
employment, hardships, loans, or required minimum distribution benefits pursuant
to Internal Revenue Code Section 401(a)(9) and Regulations issued thereunder, or
for benefits  upon  attainment  of age 59 1/2  (provided  that such benefit upon
attainment of age 59 1/2 is a taxable  distribution  paid to the Participant and
not to any other  person or entity,  including  any  alternative  or  substitute
funding medium).

     However,   even  in  benefit  responsive  or  modified  benefit  responsive
contracts,  withdrawal  charges will be applied to any  withdrawal to pay a Plan
benefit prior to notification of Contract  termination if the benefit is payable
because of, or the underlying  reason for payment of the benefit results in, the
termination or partial  termination of the Plan, as determined  under applicable
IRS guidelines.

                                       24
<PAGE>


CONSTRAINTS ON WITHDRAWALS

GENERAL

     Since the Contracts offered by this Prospectus will be issued in connection
with retirement plans that meet the requirements of Section 401, Section 403(b),
Section 408, or Section 457 of the Internal  Revenue Code,  reference  should be
made to the terms of the  particular  Plan or Contract  for any  limitations  or
restrictions  on cash  withdrawals.  A surrender or  withdrawal  that results in
receipt of proceeds by a Participant  may result in receipt of taxable income to
the Participant and, in some instances,  in a tax penalty.  The tax consequences
of a surrender or withdrawal under the Contracts should be carefully considered.
See "Federal Tax Matters."


403(b) PROGRAMS

     Section 403(b) of the Internal Revenue Code permits public school employees
and  employees  of certain  types of  charitable,  educational,  and  scientific
organizations  specified in Section  501(c)(3)  of the Internal  Revenue Code 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.

     A Participant  in 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  Account  Value  attributable  to  contributions  made under a salary
reduction  agreement or any income or gains credited to such  Participant  after
December  31,  1988  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 Participant's
December 31, 1988 account  balance  under the old  contract,  provided  that the
amounts transferred between contracts qualifies as a tax-free exchange under the
Internal Revenue Code. A Participant's  Account  Withdrawal in a Contract may be
able to be  transferred  to certain other  investment  alternatives  meeting the
requirements  of Section 403(b) that are available  under an Employer's  Section
403(b) arrangement.

TEXAS OPTIONAL RETIREMENT PROGRAM

     AUL  intends to offer the  Contract  within the Texas  Optional  Retirement
Program.  Under  the  terms  of the  Texas  Optional  Retirement  Program,  if a
Participant makes the required contribution,  the State of Texas will contribute
a specified  amount to the  Participant's  Account.  If a  Participant  does not
commence the second year of participation in the plan as a "faculty  member," as
defined  in Title  110B of the  State of Texas  Statutes,  AUL will  return  the
State's   contribution.   If  a   Participant   does  begin  a  second  year  of
participation, the Employer's first-year contributions will then be applied as a
contribution   under   the   Contract,   as  will  the   Employer's   subsequent
contributions.

     The Attorney  General of the State of Texas has ruled that under Title 110B
of the State of Texas Statutes,  withdrawal  benefits of contracts  issued under
the  Optional   Retirement  Program  are  available  only  in  the  event  of  a
participant's  death,  retirement,   termination  of  employment  due  to  total
disability,  or other termination of employment in a Texas public institution of
higher  education.  A Participant under a Contract issued in connection with the
Texas Optional Retirement Program will not,  therefore,  be entitled to exercise
the right of surrender or withdrawal  to receive the Account  Value  credited to
such Participant unless one of the foregoing conditions has been satisfied.  The
Withdrawal Value of such Participant's  Account may, however,  be transferred to
other  contracts or other  carriers  during the period of  participation  in the
program.

THE DEATH BENEFIT

     If a Participant dies during the Accumulation  Period, AUL will pay a death
benefit to the Beneficiary upon receipt of due proof of the Participant's  death
and instructions regarding payment to the Beneficiary. If there is no designated
Beneficiary  living  on the date of death of the  Participant,  AUL will pay the
death  benefit in one sum to the estate of the  Participant  upon receipt of due
proof of  death  of both the  Participant  and the  designated  Beneficiary  and
instructions  regarding  payment.  If the death of the Participant  occurs on or
after the Annuity  Commencement Date, no death benefit will be payable under the
Contract except as may be provided under the Annuity Option elected.

     The  amount  of  the  death  benefit  equals  the  vested  portion  of  the
Participant's  Account Value minus any outstanding loan balances and any due and
unpaid charges on those loans.  Under Contracts  acquired in connection with 408
Programs, 457 Programs, and 403(b) Programs other than Employer Sponsored 403(b)
Programs,  the vested  portion of a  Participant's  Account  Value  shall be the
Participant's  entire Account Value.  Under Employee  Benefit Plans and Employer
Sponsored 403(b) Programs,  the vested portion of a Participant's  Account Value
is the amount to which the Participant is entitled upon death or separation from
service under a vesting  schedule  contained in the pertinent Plan. If the death
benefit is less than a Participant's  Account Value,

                                       25
<PAGE>


the death benefit shall be paid pro rata from the  Investment  Accounts  and the
Fixed Account, and the  remainder of the Account  Value shall be  distributed to
the Owner or as directed by the Owner. Prior to such distribution, any remaining
Account Value in the Investment  Accounts shall be transferred  to AUL's General
Account  or  if  the  Contract so  directs, to  the AUL  American  Money  Market
Investment Account. In the case of a 457  Program,  the  Owner  of the  Contract
shall be the  Beneficiary. Certain Contracts have a death benefit which  is  the
greater  of the Participant's  Account Value as of the date the death benefit is
calculated or a Guaranteed Minimum   Death  Benefit  ("GMDB")  on  the  Contract
Anniversary immediately preceding the date of the Participant's death (increased
by  any  contributions  made  for  the  Participant  since  the  last   Contract
Anniversary  and  reduced proportionately  to  reflect  any  withdrawals for the
Participant since the last Contract Anniversary).  Prior to the  first  Contract
Anniversary, the Guaranteed  Minimum Death Benefit equals the contributions made
for a Participant less any withdrawals or loans.  On  each  Contract Anniversary
prior to, or  concurrent with,  the Participant's  date of death, the Guaranteed
Minimum Death Benefit  is reset,  based on the age  of the Participant on his or
her last birthday, as follows: for Participants  less than 81 years of age,  the
GMDB is the  greater of (1)  the Participant's  Account Value  as of the current
Contract Anniversary or (2) the GMDB as  of the most recent Contract Anniversary
plus any  contributions  made for the Participant  since the  preceding Contract
Anniversary and  reduced proportionately by any  withdrawals for the Participant
since the most recent  Contract Anniversary.  For Participants  who have reached
their 81st birthday, the GMDB is equal to the GMDB as of the preceding  Contract
Anniversary,  increased  by  contributions  made for  the Participant  since the
preceding  Contract  Anniversary  and reduced proportionately by any withdrawals
for  the  Participant  since  the  most  recent Contract Anniversary.  As of the
Participant's death, the GMDB ceases to increase or decrease in value.

     The death benefit (or the Guaranteed  Minimum Death Benefit if the Contract
so provides) will be paid to the Beneficiary in a single sum or under one of the
Annuity  Options,   as  directed  by  the  Participant  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.

TERMINATION BY THE OWNER

     An Owner of a Contract  acquired in  connection  with an  Employee  Benefit
Plan, a 457 Program,  or an Employer  Sponsored 403(b) Program may terminate the
Contract by sending  proper  written  notice of  termination  to AUL at its Home
Office.  Termination shall be effective as of the end of the Valuation Date that
the notice is received by AUL at its Home Office.  Proper notice of  termination
must  include an  election  of the method of payment or  payments  from AUL,  an
indication  of the  person or persons  to whom  payment  is to be made,  and the
Owner's agreement (and the Plan Sponsor's  agreement,  if the Contract is issued
in  connection  with an Employee  Benefit Plan or an Employer  Sponsored  403(b)
Program)  that AUL shall not be held  responsible  for any losses or claims that
may arise  against AUL in  connection  with  making a payment or  payments  upon
termination.

     Upon  termination  of such a Contract used in  connection  with an Employee
Benefit  Plan,  a 457  Program,  or Employee  Benefit  Plan  contributions  in a
combined  Contract for an Employee  Benefit Plan and Employer  Sponsored  403(b)
Plan,  the Owner (and the Plan Sponsor,  if the Contract is issued in connection
with an Employee  Benefit  Plan) may elect from two payment  options.  Under one
option,  AUL will pay an amount equal to the aggregate  Withdrawal Values of all
of the Participant  Accounts under the Contract  determined as of the end of the
Valuation  Date  that  the  termination  is  effective,   minus  any  applicable
Investment  Liquidation  Charge  ("ILC")  or  plus or  minus  any  Market  Value
Adjustment  ("MVA")  depending on the  Contract.  The ILC or MVA applies only to
Participants'  Fixed  Account  Values under these  Contracts.  The ILC or MVA is
equal to a certain percentage,  as described below, multiplied by the Withdrawal
Value derived from the Fixed Account of each Participant  under a Contract.  The
ILC  percentage is determined by the following  formula:  6(x - y), where "x" is
the Current Rate of interest,  as described under  "Interest," being credited by
AUL to new Contributions allocated to the Fixed Account as of the effective date
of termination, and "y" is the average rate of interest being credited by AUL to
various portions of a Participant's Fixed Account Value as of the effective date
of termination.  The MVA percentage is determined by the following formula: When
"x" is greater than "y", the MVA percentage is 5(x-y),  and is deducted from the
amount paid. When "y" is greater than "x", the MVA percentage is 4(x-y),  and is
added to the amount paid.  Payment  under this option shall be made as described
under  "Payments  from the  Variable  Account,"  except that  payment of amounts
attributable  to the Fixed Account may be delayed for up to six months after the
effective date of termination.

     Under the second payment option for a 457 Program Contract, AUL will pay an
amount  equal to the  aggregate  Withdrawal  Values  derived  from the  Variable
Account of all Participants  under the Contract  determined as of the end of the
Valuation Date on which  termination is effective.  Payment of this amount shall
be made as described under  "Payments from the Variable  Account." AUL will also
pay an amount equal to the aggregate  Withdrawal  Values  derived from the Fixed
Account of all  Participants  under the Contract as of the Contract  Anniversary
immediately  succeeding the effective date of termination.  This amount shall be
payable in six equal  annual  installments,  the first of which shall be paid on
the  Contract   Anniversary   immediately   succeeding  the  effective  date  of
termination.  As of this  date,  AUL  shall  have the  right to refuse to accept
further  contributions  and  shall  cease  to  maintain  individual  Participant
Accounts, and amounts remaining under the Contract after each annual installment
shall be paid interest by AUL at an annual effective rate that shall be equal to
the lesser of (a) the weighted  average of each of the various  Current Rates of

                                       26
<PAGE>


interest  being credited to amounts held in the Fixed Account under the Contract
determined as of the Contract Anniversary  immediately  succeeding the effective
date of  termination,  or (b) the  interest  rate for U.S.  Government  Security
Treasury  Constant Maturity for three years (as set forth in the Federal Reserve
Statistical Releases), as determined on the Business Day coincident with or next
following the Contract Anniversary  immediately succeeding the effective date of
termination.  Interest earned during the Contract Year following  payment of any
annual  installment  shall  be  paid  by  AUL on the  next  succeeding  Contract
Anniversary.

     Under the second payment option for an Employee  Benefit Plan Contract,  or
for the  Employee  Benefit  Plan  contributions  in a combined  Contract  for an
Employee Benefit Plan and Employer Sponsored 403(b) Plan, AUL will pay an amount
equal to the aggregate  Withdrawal  Values derived from the Variable  Account of
all  Participants  under the Contract  determined as of the end of the Valuation
Date on which termination is effective. Payment shall be made as described under
"Payments from the Variable Account." AUL will also pay amounts derived from the
Fixed Account in six annual  installments over five years.  Until all funds have
been paid by AUL,  either  the  interest  rate  determined  under  the  previous
paragraph or the average Current Rates of interest,  as determined by AUL on the
first  installment  payment date,  less 1% (depending on the Contract),  will be
credited to the remaining  Withdrawal  Values.  Interest shall be paid with each
installment payment.

     Upon  termination  of a  Contract  used  in  connection  with  an  Employer
Sponsored 403(b) Program or a combined Contract for an Employee Benefit Plan and
Employer  Sponsored  403(b)  Plan,  AUL shall have the right to refuse to accept
further contributions. Upon such a termination, amounts attributable to Employer
Sponsored  403(b)  contributions  will be paid by AUL as  described in the prior
paragraph.

TERMINATION BY AUL

     AUL has the  right,  subject to  applicable  state law,  to  terminate  any
Participant's  Account  established under a Contract acquired in connection with
an Employee Benefit Plan, a 457 Program, or an Employer Sponsored 403(b) Program
at any time during the Contract  Year if the  Participant's  Account Value falls
below $300 ($200 for an Employer Sponsored 403(b) Program or for a Contract with
both 403(b) and 401(a) funds) during the first  Contract Year, or $500 ($400 for
an  Employer  Sponsored  403(b)  Program or for a Contract  with both 403(b) and
401(a) funds) during any subsequent  Contract  Year,  provided that at least six
months have elapsed since the Owner's last  contribution  to the  Contract.  AUL
will give notice to the Owner and the Participant that the Participant's Account
is to be  terminated.  Termination  shall be effective  six months from the date
that AUL gives such notice,  provided that any contributions made during the six
month notice period are insufficient to bring the Participant's Account Value up
to the applicable minimum. Single Contribution Contracts have a minimum required
contribution of $5,000.

     Upon termination of a Participant's  Account by AUL, AUL will pay an amount
equal to the  Participant's  Account  Value as of the close of  business  on the
effective date of termination.  Payment of this amount will be made within seven
days from such effective date of termination.

     AUL may, at its option,  terminate any Contract if there are no Participant
Accounts in existence under the Contract.

PAYMENTS FROM THE VARIABLE ACCOUNT

     Payment of an amount from the Variable Account  resulting from a surrender,
cash withdrawal,  transfer from a Participant's  Variable Account Value, payment
of the death  benefit,  or payment  upon  termination  by the Owner will be made
within  seven  days from the date a proper  request  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
only for any  period:  (a) during  which the New York Stock  Exchange  is closed
other than customary week-end 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,  see "The  Fixed  Account"  and
"Termination by the Owner."

                             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,  and 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 by such governmental entities.

WITHDRAWAL CHARGE

     No deduction for sales charges is made from  contributions  for a Contract.
However,  if a cash withdrawal is made, a Participant's  Account is surrendered,
or the  Contract is  terminated  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 if the  Participant's  Account has
not  been in  existence  for a  certain  period  of  time.  For  some  Recurring
Contribution  Contracts,  for the first two Contract Years that a  Participant's
Account  exists,  the amount  withdrawn  during a Contract Year that will not be
subject to a withdrawal charge is 10% of

                                       27
<PAGE>


(1) the total of all  contributions  made during the year that the withdrawal is
being made,  plus (2) the  Participant's  Account  Value at the beginning of the
Contract  Year.  After the first two Contract  Years,  and until the  withdrawal
charge has  decreased to 0%, the amount  withdrawn  during a Contract  Year that
will not be subject to an otherwise  applicable  withdrawal charge is 10% of the
Participant's  Account  Value at the beginning of the Contract Year in which the
withdrawal is being made. Certain Recurring  Contribution  403(b) Contracts have
withdrawal  charges  lower than those shown  below,  but these  Contracts do not
contain  provisions  allowing the 10% free out since they are benefit responsive
in nature.

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



                             Charges on Withdrawal*
                             ---------------------

                                                                       11 or
Account Year 1     2     3     4     5     6     7     8     9     10   more
- --------------     -     -     -     -     -     -     -     -     --   ----

Recurring
 Contribution
 Contracts** 8%    8%    8%    8%    8%    4%    4%    4%    4%    4%    0%

Single
 Contribution
 Contracts   6%    5%    4%    3%    2%    1%    0%    0%    0%    0%    0%


*(on amounts exceeding the 10% allowable amount in contracts containing a 10%
  free out provision)


**For certain Recurring Contribution 403(b) Contracts,  the withdrawal charge is
7% in the  first  year  and  decreases  by 1% each  subsequent  year so that the
Withdrawal  Charge  reaches  0% in the  eighth  Contract  Year.

     Withdrawal  charges  are not  imposed  for  many  benefits  provided  under
"benefit  responsive"   Contracts.   A  "benefit  responsive"  Contract  can  be
distinguished  from  a  Contract  that  is  not  "benefit   responsive"  by  the
contractual  condition that under a "benefit  responsive"  Contract,  withdrawal
charges  are  not  imposed  for  payment  of  retirement,   death,   disability,
termination  of  employment,   hardship,  loan,  age  70  1/2  required  minimum
distribution  benefits, or benefits upon attainment of age 59 1/2 (provided that
the age 59 1/2 benefit is a taxable distribution paid to the Participant and not
to any other person or entity,  including any alternative or substitute  funding
medium). Under certain  circumstances,  withdrawal charges are not imposed under
"modified  benefit  responsive"   Contracts.  A  "modified  benefit  responsive"
Contract can be  distinguished  from a Contract  that is not  "modified  benefit
responsive"  by  the  contractual  condition  that  under  a  "modified  benefit
responsive"  Contract,  withdrawal  charges are not  imposed  for cash  lump-sum
payments of death benefits, or, provided the Participant has (1) attained age 55
and has 10 years of service with the  employer  identified  in the Plan,  or (2)
attained age 62 for Plan benefits due to retirement,  disability, termination of
employment, hardships, loans, or required minimum distribution benefits pursuant
to Internal Revenue Code Section 401(a)(9) and Regulations issued thereunder, or
for benefits  upon  attainment  of age 59 1/2  (provided  that such benefit upon
attainment of age 59 1/2 is a taxable  distribution  paid to the Participant and
not to any other  person or entity,  including  any  alternative  or  substitute
funding medium).

     However,   even  in  benefit  responsive  or  modified  benefit  responsive
contracts,  withdrawal  charges will be applied to any  withdrawal to pay a Plan
benefit prior to notification of Contract  termination if the benefit is payable
because of, or the underlying  reason for payment of the benefit results in, the
termination or partial  termination of the Plan, as determined  under applicable
IRS guidelines.

     In no event will the  amount of any  withdrawal  charge,  when added to any
withdrawal  charges  previously  assessed  against any amount  withdrawn  from a
Participant's Account,  exceed 8.5% of the contributions made by or on behalf of
a  Participant  under a Contract.  In  addition,  no  withdrawal  charge will be
imposed upon payment of a death benefit under the Contract.

     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 the withdrawal charge for
any  Participant  Accounts  established  on or after the  effective  date of the
change, but the withdrawal charge will not exceed 8.5% of the contributions made
by or on behalf of a Participant.

MORTALITY AND EXPENSE RISK CHARGE

     AUL deducts a daily charge from the assets of each  Investment  Account for
mortality  and expense  risks  assumed by AUL.  The charge is equal to an annual
rate of 1.25% of the average daily net assets of each Investment  Account.  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 1.25% charge was originally based on estimates of .40% for
expense risk and .85% for mortality risk.

     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 Annuitants,  as a group, will live longer than the Company'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.


VARIABLE INVESTMENT PLUS OPTION

     Certain  Contracts,  such  as  Employer  Sponsored  403(b)  Contracts,  457
Contracts, and Combination Contracts used in connection with an Employee Benefit
Plan and  Employer

                                       28
<PAGE>


Sponsored  403(b)  contributions  may,  at the  option of the  Contract  Holder,
receive  a portion  of the  Mortality  and  Expense  Risk  Charge in the form of
Accumulation Units credited to Participant  Accounts.  If this Option is elected
by the Contract  holder,  and if the total amount of assets invested in variable
investment  options meets certain  underwriting  minimums,  then the Plus Factor
used to credit units on an annual basis will be as follows:
<TABLE>
<S>               <C>                                           <C>                          <C>


                  Month End Aggregate                            Annual                       Monthly
                  Participant Variable                           Plus                         Equivalent of
                  Investment Assets                              Factor                       Plus Factor
                  ---------------------                          -------                      -------------
                  First   $750,000                               0.00%                         0.00000%
                  Next    $750,000                               0.00%                         0.00000%
                  Next  $1,000,000                               0.50%                         0.04157%
                  Next  $2,500,000                               0.65%                         0.05401%
                  Next  $5,000,000                               0.75%                         0.06229%
                  Over $10,000,000                               0.85%                         0.07056%

</TABLE>

     Under this Option,  the appropriate  Plus Factor for aggregate  Participant
Variable Investment Assets  of less than  $1,500,000  is 0%.  Therefore,  if the
aggregate Participant Variable Investment Assets were $2,500,000 at the end of a
particular  month,  an annual  Plus  Factor of 0% would be  applied to the first
$1,500,000 received. For that particular month, a monthly Plus Factor of .04157%
would be applied to the next $1,000,000 and the ratio of  $415.70/$2,500,000  or
0.0001663 would be multiplied by each  Participant's  month-end Variable Account
Value for each  Variable  Investment  Option and the  resulting  amount for each
Variable  Investment  Option  would be applied by AUL to  purchase  Accumulation
Units  in each  Variable  Investment  Option  for  that  Participant  under  the
Contract.  Units will be credited to Participant Accounts on a monthly basis and
purchased at the Accumulation Unit Value next computed following the calculation
of the  appropriate  Factor.  Accumulation  Units  purchased will be reported to
Participants as Earnings.

     Under different  Contracts for Employer  Sponsored 403(b) and 457 Programs,
the VIP Option may  require  different  minimum  contributions  during the first
contract year and for subsequent years. As an example,  some Contracts will only
require a minimum of $40,000 in contributions during the first contract year and
$30,000 in ongoing subsequent contributions. Up to 10% of any assets transferred
into a  Contract  of this  type may  qualify  to meet the  required  first  year
contribution  minimum and ongoing  contributions  after the first  contract year
must be at  least  $30,000.  For  larger  Contractholders,  a  different  option
requires  a minimum  of  $1,000,000  in first  year  contributions  and  $75,000
contributions  in  subsequent  years.  In  this  instance,  100%  of any  assets
transferred  into a  Contract  may  qualify  to meet  the  required  first  year
contribution  minimum and $25,000 in subsequent  contributions  will be required
annually  thereafter.  Various  Contractholder  fees may be required under these
Contracts  including  Installation Fees, Annual  Administrative  Fees, Form 5500
Reporting  Assistance  Fees,  and a fee  for  not  using  electronic  means  for
Participant  contributions.  The amount of the VIP Factor for different  options
will vary,  based on the amount of the  contributions  (both  first year and for
subsequent  years) and the scale of the  Withdrawal  Charge under the  Contract.
Generally,  if a Contract has a lower Withdrawal Charge scale, the amount of the
VIP Factor  will be lower than for  Contracts  with a higher  Withdrawal  Charge
scale.

     AUL  reserves  the right at any time to  change  the  aggregate  investment
amounts, the Plus Factor and the underwriting minimums.

ADMINISTRATIVE CHARGE

     Under both  Recurring  and Single  Contribution  Contracts,  AUL deducts an
administrative  charge from each  Participant's  Account  equal to the lesser of
0.5% of the  Participant's  Account  Value or $7.50 per  quarter if the  account
exists on the quarterly Contract Anniversary. The charge is only assessed during
the Accumulation Period. When a Participant  annuitizes or surrenders on any day
other than a quarterly  Contract  Anniversary,  a pro rata portion of the charge
for that  portion of the quarter  will not be  assessed.  The charge is deducted
proportionately  from  the  Participant's  Account  Value  allocated  among  the
Investment Accounts and the Fixed Account. An administrative  charge will not be
imposed on either Recurring or Single  Contribution  Contracts if the value of a
Participant's Account is equal to or more than $25,000 on the quarterly Contract
Anniversary.  The purpose of this charge is to  reimburse  AUL for the  expenses
associated  with  administration  of the Contracts and operation of the Variable
Account.

     The Administrative charge may, at the Employer's option, be billed directly
to and  paid  directly  by,  the  Employer  in lieu  of  being  deducted  from a
Participant's  Account  under  Employer  Sponsored  403(b)  Contracts  or  under
combined  Contracts  containing an Employee Benefit Plan and Employer  Sponsored
403(b)  contributions,  or the  charge may be paid on any other  basis  mutually
agreed  upon by the  Employer  and AUL.  AUL does not expect to profit from this
charge.


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. An Investment  Liquidation Charge or a Market Value Adjustment charge,
which applies only to Participants'  Fixed Account Values under a Contract,  may
be imposed upon  termination  by an Owner of a Contract  acquired in  connection
with an Employee Benefit Plan or 457 Program. See "Termination by the Owner."

VARIATIONS IN CHARGES


     AUL  may  reduce  or  waive  the  amount  of  the  withdrawal  charge,  the
administrative  charge, or the  mortality and expense risk charge for a Contract
where  the   expenses   associated   with  the  sale  of  the  Contract  or  the
administrative  costs  associated with the Contract are reduced.  A reduction in
the mortality and expense risk charge will  generally be made by offsetting  the
charge by applying the Variable  Investment  Plus Option.  As an example,  these
charges  may be  reduced in  connection  with  acquisition  of the  Contract  in
exchange  for  another  annuity  contract or in  exchange  for  another  annuity

                                       29
<PAGE>


contract  issued by AUL. AUL may also reduce or waive these charges 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.  AUL also  guarantees  that through the year 2000, the  administrative
charge may not  increase to more than $15.00 per  quarter.  After the year 2000,
AUL may  increase  the fee but  only to the  extent  necessary  to  recover  the
expenses  associated with  administration  of the Contracts and operation of the
Variable Account.

EXPENSES OF THE FUNDS

     Each Investment Account of the Variable Account purchases shares at the net
asset value of the  corresponding  Portfolio of one of the Funds.  The net asset
value reflects the investment  advisory fee and other expenses that are deducted
from the assets of the Portfolio.  The advisory fees and other expenses are more
fully described in the Funds' Prospectuses.



                                 ANNUITY PERIOD

GENERAL

     On the Annuity  Commencement  Date, the adjusted value of the Participant's
Account may be applied to provide an annuity under one of the options  described
below.  The  adjusted  value  will be  equal to the  value of the  Participant's
Account as of the Annuity  Commencement  Date, reduced by any applicable premium
or similar taxes and any outstanding loan balances and unpaid expense charges on
those loans.

     Generally, the Contracts provide for five annuity options, any one of which
may be elected if permitted by the particular Plan or applicable law. A lump-sum
distribution may also be elected under most Plans.  Other Annuity Options may be
available upon request at the  discretion of AUL. All Annuity  Options are fixed
and the annuity payments remain constant throughout the Annuity Period.  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 5, the Fixed
Period Option, age is not a consideration).  The annuity rates are based upon an
assumed interest rate of 2%, compounded annually.  If no Annuity Option has been
selected for a Participant, annuity payments will be made to the Annuitant under
an automatic option.  For 403(b) (other than Employer Sponsored 403(b) Programs)
and 457 Programs,  the automatic  option shall be an annuity  payable during the
lifetime of the Annuitant with payments certain for 120 months.  For an Employee
Benefit Plan or Employer Sponsored 403(b) Program, the automatic option shall be
an annuity  payable during the lifetime of the Annuitant  with payments  certain
for 120 months or, for a married Annuitant,  a Survivorship Annuity as described
in  Option 3  below.  For 408  Programs,  the  automatic  option  for  unmarried
Participants  shall  be  a  10  Year  Certain  and  Life  Annuity;  for  married
Participants,  the automatic  option shall be a 50%  Survivorship  Annuity.  For
"benefit  responsive"  Employer Sponsored 403(b) Contracts,  and for an Employee
Benefit Plan combined with an Employer  Sponsored 403(b)  Contract,  there is no
automatic annuity option.

     Once annuity payments have commenced, a Participant cannot surrender his or
her annuity and receive a lump-sum  settlement in lieu thereof and cannot change
the Annuity  Option.  If, under any option,  monthly  payments are less than $25
each,  AUL has the right to make either a lump-sum  settlement or to make larger
payments at quarterly,  semi-annual,  or annual intervals. AUL also reserves the
right to change the minimum payment amount. AUL will not allow  annuitization of
a  Participant's  Account  if the total  Account  Value is less than the  amount
specified in the Contract.  Should this occur,  a  Participant  will receive the
Account Value in a lump-sum settlement.

     Annuity payments will begin on the Annuity Commencement Date. No withdrawal
charge will be applied on this Date.

     A  Participant  or,  depending  on the  Contract,  an Owner on  behalf of a
Participant,  may  designate  an  Annuity  Commencement  Date,  Annuity  Option,
contingent  Annuitant,  and Beneficiary on an Annuity Election Form that must be
received  by AUL at its  Home  Office  at least  30 days  prior  to the  Annuity
Commencement  Date. AUL may also require  additional  information before annuity
payments  commence.  During the  lifetime of the  Participant  and up to 30 days
prior  to the  Annuity  Commencement  Date,  the  Annuity  Option,  the  Annuity
Commencement Date, or the designation of a contingent  Annuitant or Beneficiary,
if any, under an Annuity Option may be changed. To help ensure timely receipt of
the first annuity payment, a transfer of a Participant's  Variable Account Value
should be made to the  General  Account  (or to the AUL  American  Money  Market
Investment  Account if the  Contract so directs) at least two weeks prior to the
Annuity Commencement Date.

ANNUITY OPTIONS

OPTION 1 - LIFE ANNUITY

     An annuity  payable  monthly during the lifetime of the Annuitant that ends
with the last monthly payment before the death of the Annuitant.

OPTION 2 - CERTAIN AND LIFE ANNUITY

     An annuity  payable  monthly  during the lifetime of the Annuitant with the
promise that if, at the death of the Annuitant, payments have been made for less
than a stated  period,  which may be five,  ten,  fifteen,  or twenty years,  as
elected,  annuity payments will be continued during the remainder of such period
to the Beneficiary.

OPTION 3 - SURVIVORSHIP ANNUITY

     An annuity payable monthly during the lifetime of the Annuitant, and, after
the  death  of the  Annuitant,  an  amount  equal to 50%,  66 2/3%,  or 100% (as
specified  in the  election)

                                       30
<PAGE>

of such annuity will be paid to the contingent  Annuitant  named in the election
if and so long as such contingent Annuitant lives.

     An  election  of this  option is  automatically  cancelled  if  either  the
Participant  or the contingent  Annuitant  dies before the Annuity  Commencement
Date.

OPTION 4 - INSTALLMENT REFUND LIFE ANNUITY

     An annuity  payable  monthly during the lifetime of the Annuitant that ends
with the last payment due prior to the death of the Annuitant,  except,  that at
the death of the Annuitant,  the  Beneficiary  will receive  additional  annuity
payments until the amount paid to purchase the annuity has been distributed.

OPTION 5 - FIXED PERIODS

     An annuity  payable  monthly  for a fixed  period (not less than 5 years or
more than 30 years) as elected,  with the guarantee that if, at the death of the
Annuitant,  payments  have been made for less than the  selected  fixed  period,
annuity  payments  will be continued  during the remainder of said period to the
Beneficiary.

SELECTION OF AN OPTION

     Participants  should  carefully  review  the  Annuity  Options  with  their
financial  or tax  advisers,  and  reference  should  be made to the  terms of a
particular Plan for pertinent limitations  respecting annuity payments and other
matters. For instance,  under requirements for retirement plans that qualify for
treatment under Sections 401, 403(b),  408, or 457 of the Internal Revenue Code,
annuity payments generally must begin no later than April 1 of the calendar year
following  the  calendar  year in  which  the  Participant  reaches  age 70 1/2,
provided the Participant is no longer employed.  For Options 2 and 5, 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, if the contingent  Annuitant is not the Annuitant's spouse and is more
than 10 years  younger  than  the  Annuitant,  the 66 2/3%  and  100%  elections
specified above may not be available.


                                THE FIXED ACCOUNT

     Contributions  or  transfers  to the  Fixed  Account  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
have not been  registered as securities  under the  Securities  Act of 1933 (the
"1933  Act") and the Fixed  Account  has not been  registered  as an  investment
company  under the 1940 Act.  Accordingly,  neither  the Fixed  Account  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.  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. For
more  information  regarding  the Fixed  Account,  see the Contract  itself or a
Participant's Certificate.

INTEREST

     A Participant's  Fixed Account Value earns interest at fixed rates that are
paid by AUL. 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 to be at least an annual effective rate
of either 3% or 4% per year ("Guaranteed  Rate") depending on the Contract.  AUL
will  determine  a Current  Rate from time to time,  and any  Current  Rate that
exceeds the Guaranteed Rate will be in effect for a period of at least one year.
If AUL determines a Current Rate in excess of the Guaranteed Rate, contributions
or transfers to a  Participant's  Account during the time the Current Rate is in
effect are  guaranteed to earn interest at that  particular  Current Rate for at
least one  year.  AUL may  declare a  different  Current  Rate for a  particular
contract based on costs of  acquisition to AUL or the level of service  provided
by AUL.  Transfers from other AUL annuity contracts may be transferred at a rate
of interest different than the Current Rate.

     Except for transfers from other AUL annuity contracts,  amounts contributed
or  transferred  to the Fixed  Account earn interest at the Current Rate then in
effect.  Amounts  transferred from other AUL annuity  contracts may not earn the
Current  Rate,  but  may,  at  AUL's  discretion,  continue  to earn the rate of
interest  which was paid under the former  Contract.  If AUL changes the Current
Rate, such amounts  contributed or transferred on or after the effective date of
the change earn interest at the new Current Rate;  however,  amounts contributed
or  transferred  prior to the effective  date of the change may earn interest at
the prior Current Rate or other Current Rate  determined by AUL.  Therefore,  at
any given time,  various portions of a Participant's  Fixed Account Value may be
earning  interest at  different  Current  Rates for  different  periods of time,
depending upon when such portions were originally  contributed or transferred to
the Fixed Account. AUL bears the investment risk for Participant's Fixed Account
Values and for paying  interest at the Current Rate on amounts  allocated to the
Fixed Account.

     For certain  Contracts,  AUL  reserves  the right at any time to change the
Guaranteed Rate of interest for any Participant Accounts established on or after
the effective date of the

                                       31
<PAGE>


change,  although once a Participant  Account is established,  the Guaranteed
Rate may not be changed for the duration of that Account.

WITHDRAWALS AND TRANSFERS

     A Participant  (or a Contract Owner on behalf of a Participant)  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  Participant's
Fixed  Account  Value will result in a withdrawal  payment equal to the value of
the  Participant's  Fixed Account Value as of the day the surrender is effected,
minus any applicable  withdrawal charge and minus the Participant's  outstanding
loan  balance(s),  if any,  and any  expense  charges  due  thereon.  A  partial
withdrawal  may be requested for a specified  percentage or dollar amount of the
Participant's Fixed Account Value,  except,  where a Participant has outstanding
loans under a  Contract,  a partial  withdrawal  will be  permitted  only to the
extent that the  Participant's  remaining  Withdrawal Value in the Fixed Account
equals twice the total of the outstanding loans under the Participant's account.
The minimum amount that may be withdrawn from a Participant's share of the Fixed
Account is the lesser of $500 or the Participant's entire Fixed Account Value as
of the date the withdrawal  request is received by AUL at its Home Office.  If a
partial withdrawal is requested that would leave the Participant's Fixed Account
Value less than $500, then such partial  withdrawal request will be treated as a
request for a full withdrawal from the Fixed Account.  If a Participant has more
than one Account,  then the Account from which the partial  withdrawal  is to be
taken must be specified and any withdrawal restrictions shall be effective at an
Account level. For a further discussion of surrenders and partial withdrawals as
generally applicable to a Participant's Variable Account Value and Fixed Account
Value, see "Cash Withdrawals."

     A  Participant's  Fixed  Account  Value may be  transferred  from the Fixed
Account  to the  Variable  Account  subject  to  certain  limitations.  Where  a
Participant has outstanding loans under a Contract, a transfer will be permitted
only to the extent  that the  Participant's  remaining  Withdrawal  Value in the
Fixed  Account  equals  twice  the  total of the  outstanding  loans  under  the
Participant's  Account. The minimum transfer from any Investment Account or from
the Fixed Account is the lesser of $500 or a Participant's  entire Account Value
in that  Investment  Account or in the Fixed Account as of the date the transfer
request is received by AUL at its Home Office,  provided,  however, that amounts
transferred  from the Fixed  Account to an Investment  Account  during any given
Contract Year cannot exceed 20% of the  Participant's  Fixed Account Value as of
the beginning of that Contract Year.  However,  if a Participant's Fixed Account
Value at the beginning of the Contract Year is less than $2,500, the amount that
will be transferred  for that Contract Year from the Fixed Account is the lesser
of $500 or the entire Fixed Account Value as of the date the transfer request is
received by AUL at its Home Office.  If, after any transfer,  the  Participant'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.  Transfers and withdrawals of a Participant's Fixed
Account Values will be effected on a first-in, first-out basis. If a Participant
has more than one  Account,  then the Account  from which the  transfer is to be
taken must be specified and any transfer  restrictions  shall be effective at an
Account level.  The 20% restriction on transfers  during any given Contract Year
from the Fixed  Account to an  Investment  Account  shall not apply to  Employer
Sponsored 403(b) Programs,  Employee Benefit Plans,  Employee Benefit Plans in a
combined  Contract for an Employee  Benefit Plan and Employer  Sponsored  403(b)
Plan,  or 408 SEP or SIMPLE IRA  Contracts  if: (1) the Owner (or Plan  Sponsor)
selects the Fixed Interest Account as an Investment Option to Participants under
the  Contract;  (2) the Owner (or Plan Sponsor) does not select the AUL American
Money  Market   Investment   Account  as  an  available   Investment  Option  to
Participants  under the  Contract,  and (3)  following a transfer from the Fixed
Account to the Variable  Account by a Participant,  a transfer back to the Fixed
Account shall be allowed only after 90 days have elapsed since the last previous
transfer from the Fixed Account.  Except as noted previously,  generally,  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  effective  as of the end of the  Valuation  Date in which AUL
receives the request in proper form.  For a discussion of transfers as generally
applicable to a  Participant's  Variable  Account Value and Fixed Account Value,
see "Transfers of Account Value."


TRANSFER OF INTEREST OPTION

     Participants  may elect to use  interest  earned in their Fixed  Account to
purchase  Accumulation Units in one or more Variable  Accounts.  Upon receipt at
AUL's Home Office of properly executed written  instructions to do so, AUL will,
on the last business day of each month and monthly thereafter,  use the interest
earned in the Fixed Account during that month to purchase  Accumulation Units at
the corresponding  Accumulation Unit Value on each date that a purchase is made.
To elect this Option,  the Participant  must have  previously  provided AUL with
instructions  specifying  the  Variable  Investment  Account or  Accounts  to be
purchased and a percentage allocation among Investment Accounts if more than one
Investment  Account has been elected.  If no such  instructions  are received by
AUL, then the  Participant's  prior investment  allocation  instructions will be
used by AUL to allocate purchases under this Option.


     To participate in this Option, a Participant's  Fixed Account Value must be
greater than $10,000 and the  Participant's  Account must have been in existence
for a period of at least one year. Amounts  transferred out of the Fixed Account
under this Option will be considered a part of the 20%

                                       32
<PAGE>


maximum  amount  that can be  transferred  from the Fixed  Account to a Variable
Account during any given Contract Year.

CONTRACT CHARGES

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

     An Investment  Liquidation Charge or Market Value Adjustment,  depending on
the Contract, may be imposed upon termination by an Owner of a Contract acquired
in connection with an Employee Benefit Plan or 457 Program.  See "Termination by
the Owner."

PAYMENTS FROM THE FIXED ACCOUNT

     Surrenders,  withdrawals,  and transfers from the Fixed Account and payment
of a death benefit based upon a Participant's Fixed Account Value 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  Participant's  Fixed
Account Value.  For  information  on payment upon  termination by the Owner of a
Contract  acquired in  connection  with an Employee  Benefit  Plan,  an Employer
Sponsored 403(b) Program, or a 457 Program, see "Termination by the Owner."

LOANS FROM THE FIXED ACCOUNT

     A  Participant  under a 403(b)  Program,  other than an Employer  Sponsored
403(b)  Program,  who has a  Participant  Account Value in the Fixed Account may
borrow money from AUL using his or her Fixed  Account Value as the only security
for the loan by submitting a proper written request to AUL's Home Office. A loan
may be taken any time prior to the Annuity  Commencement  Date. The minimum loan
that can be taken at any time is $2000,  unless a lower  minimum  loan amount is
specified by state law or Department of Labor  regulations.  The maximum  amount
that can be  borrowed at any time is an amount  which,  when  combined  with the
largest loan balance  during the prior 12 months,  does not exceed the lesser of
(1) 50% of the  Participant's  Withdrawal  Value in the  Fixed  Account,  or (2)
$50,000. The Participant's  Withdrawal Value in the Fixed Account, which must be
at least  twice the  amount of the  outstanding  loan  balance,  shall  serve as
security for the loan,  and shall  continue to earn interest as described  under
"Interest."  Payment  by AUL of the loan  amount  may be  delayed  for up to six
months.  If a Participant has more than one Participant  Account invested in the
Fixed  Account,  then the account in which funds are to be held as security  for
the loan must be specified,  and any loan restrictions  shall be effective at an
Account level.

     Interest will be charged for the loan,  and will accrue on the loan balance
from the effective  date of any loan.  The interest rate will be declared by AUL
at the  beginning  of each  calendar  quarter,  or, with respect to Contracts or
Participants in some states,  annually.  The interest charged will be determined
under a procedure specified in the loan provision of the Contract;  the interest
rate generally follows the Moody's Corporate Bond Yield Average-Monthly  Average
Corporates as published by Moody's Investors Service.  However, no change from a
previously  established  rate  will be made in an  amount  less than .50% in any
periodic adjustment. The Contract should be consulted for more information.  The
loan balance shall also be subject to a loan expense  charge equal to 2% of each
loan repayment unless such a charge is prohibited by state law.

     Loans to  Participants  must be repaid within a term of five years,  unless
the  Participant  certifies  to AUL  that the  loan is to be used to  acquire  a
principal  residence for the Participant,  in which case the term may be longer.
Loan  repayments must be made at least  quarterly.  Upon receipt of a repayment,
AUL will  deduct the 2% expense  charge  from the  repayment  and will apply the
balance  first  to  any  accrued  interest  and  then  to the  outstanding  loan
principal.

     If a loan either  remains  unpaid at the end of its term, or if at any time
during the Accumulation  Period, 102% of the total of all the Participant's loan
balances  equals  the  Participant's  Withdrawal  Value  allocated  to the Fixed
Account,  then AUL will deduct these loan balances, as well as an expense charge
equal to 2% of the  outstanding  loan  balances,  from the  Participant's  Fixed
Account Value to the extent  permitted by law. If a Participant  has outstanding
loans,  then  withdrawals or transfers to the Variable Account will be permitted
only to the extent  that the  remaining  Participant's  Withdrawal  Value in the
Fixed Account equals or exceeds twice the total of any  outstanding  loans under
the  Contract.  All loan  balances  plus the 2% expense  charge  must be paid or
satisfied in full before any amount  based upon a  Participant's  Fixed  Account
Value is paid upon surrender,  as a death benefit, upon annuitization,  or other
permitted distribution.

     The  restrictions  or  limitations  stated  above may be  modified,  or new
restrictions  and  limitations  added,  to the extent  necessary  to comply with
Section  72(p) of the Internal  Revenue Code or its  regulations,  under which a
loan will not be  treated as a  distribution  under a 403(b)  Program,  or other
applicable  law as  determined  by AUL.  It  should be noted  that the  Internal
Revenue Service has issued regulations which cause the outstanding  balance of a
loan to be  treated  as a taxable  distribution  if the loan is not  repaid in a
timely manner.

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<PAGE>

                              MORE ABOUT THE CONTRACTS

DESIGNATION AND CHANGE OF BENEFICIARY

     The Beneficiary  designation contained in an enrollment form application to
open a  Participant's  Account will remain in effect until  changed.  Payment of
benefits to any Beneficiary are subject to the specified  Beneficiary  surviving
the Participant.  Unless  otherwise  provided,  if no designated  Beneficiary is
living upon the death of the Participant prior to the Annuity Commencement Date,
the Participant's  estate is the Beneficiary.  Unless otherwise provided,  if no
designated  Beneficiary  under an  Annuity  Option is living  after the  Annuity
Commencement  Date, upon the death of the Annuitant,  the Annuitant's  estate is
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
Participant  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.

     Reference  should  be made to the  terms  of the  particular  Plan  and any
applicable  law  for  any  restrictions  on  the  beneficiary  designation.  For
instance,  under an Employee Benefit Plan or Employer  Sponsored 403(b) Program,
the Beneficiary (or contingent  Annuitant) must be the  Participant's  spouse if
the  Participant  is  married,  unless  the  spouse  properly  consents  to  the
designation of a Beneficiary (or contingent Annuitant) other than the spouse.

ASSIGNABILITY

     No benefit or privilege under a Contract may be sold, assigned, discounted,
or pledged as  collateral  for a loan or as security for the  performance  of an
obligation or for any other purpose to any person or entity other than AUL.

PROOF OF AGE AND SURVIVAL

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

MISSTATEMENTS

     If the age of an Annuitant or contingent Annuitant has been misstated,  the
correct amount paid or payable by AUL shall be such as the Participant's Account
Value would have provided for the correct age.

ACCEPTANCE OF NEW PARTICIPANTS OR CONTRIBUTIONS

     AUL  reserves  the  right to  refuse  to  accept  new  Participants  or new
Contributions to a Contract at any time.


                              FEDERAL TAX MATTERS

INTRODUCTION

     The  Contracts  described  in  this  Prospectus  are  designed  for  use by
Employer,  association, and other group retirement plans under the provisions of
Sections  401,  403,  408, and 457 of the Internal  Revenue Code  ("Code").  The
ultimate  effect  of  Federal  income  taxes on  values  under a  Contract,  the
Participant's  Account, on annuity payments, and on the economic benefits to the
Owner,  the Participant,  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. 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 particular  circumstances  of the Plan or individual  involved,
any person  contemplating the purchase of a Contract,  or becoming a Participant
under a Contract,  or receiving annuity payments under a Contract should consult
a qualified tax adviser.

AUL DOES NOT MAKE ANY GUARANTEE  REGARDING THE TAX STATUS,  FEDERAL,  STATE,  OR
LOCAL, OF ANY CONTRACT OR PARTICIPANT'S ACCOUNT OR ANY TRANSACTION INVOLVING THE
CONTRACTS.

TAX STATUS OF THE COMPANY AND THE VARIABLE ACCOUNT

     AUL is taxed as a life insurance  company under Part I, Subchapter L of the
Code.  Because the  Variable  Account is not taxed as a separate  entity and its
operations  form a part of AUL, AUL will be  responsible  for any Federal income
taxes that become  payable with  respect to the income of the Variable  Account.
However,  each  Investment  Account  will  bear  its  allocable  share  of  such
liabilities.  Under current law, no item of dividend income, 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

                                       34
<PAGE>


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 RETIREMENT PROGRAMS

     The Contracts described in this Prospectus are offered for use with several
types of  retirement  programs as  described in "The  Contracts."  The tax rules
applicable to  Participants  in such  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 retirement programs. Participants under such
programs,  as well as 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 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 payment or annuity payments under an
elected Annuity Option or in the form of cash withdrawals,  surrenders, or other
distributions prior to the Annuity Commencement Date.

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

     Below are brief  descriptions  of various types of retirement  programs and
the use of the Contracts in connection therewith.

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 a  Participant  under an  Employee  Benefit  Plan  receives  a  lump-sum
distribution, the portion of the distribution equal to any contribution that was
taxable  to the  Participant  in the year when paid is  received  tax free.  The
balance  of the  distribution  will  be  treated  as  ordinary  income.  Special
five-year forward averaging provisions under Code Section 402 may be utilized on
any  amount  subject  to  ordinary  income  tax  treatment,  provided  that  the
Participant has reached age 59 1/2, has not previously elected forward averaging
for a distribution from any Employee Benefit Plan after reaching age 59 1/2, and
has  not  rolled  over a  partial  distribution  from a  similar  plan  into  an
individual  retirement  account or annuity.  Special  ten-year  averaging  and a
capital-gains  election  may be available  to a  Participant  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  contributions  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 Participant made
no  contributions  that were taxable to the Participant in the year made,  there
would be no portion excludable.

403(b) PROGRAMS

     Code Section  403(b)  permits  public  school  systems and certain types of
charitable,  educational, and scientific organizations specified in Code Section
501(c)(3)  to purchase  annuity  contracts  on behalf of their  employees,  and,
subject to certain  limitations,  allows  employees  of those  organizations  to
exclude the amount of  contributions  from gross  income for Federal  income tax
purposes.

     If a  Participant  under a 403(b)  Program  makes a  surrender  or  partial
withdrawal from the Participant's  Account,  the Participant will realize income
taxable at ordinary tax rates on the full amount  received.  See "Constraints on
Withdrawal - 403(b)  Programs."  Since,  under a 403(b)  Program,  contributions
generally  are  excludable  from the taxable  income of the  employee,  the full
amount received will usually be taxable as ordinary income when annuity payments
commence.

408 PROGRAMS

     Code Sections 219 and 408 permit  eligible  individuals to contribute to an
individual retirement program, including

                                       35
<PAGE>


Simplified  Employee  Pension Plans,  SIMPLE IRA plans and  Employer/Association
Established  Individual  Retirement  Account  Trusts,  known  as  an  Individual
Retirement Account ("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 IRA's 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 a  Participant  under  a  408  Program  makes  a  surrender  or  partial
withdrawal  from the  Participant's  Account,  the  Participant  generally  will
realize income taxable at ordinary tax rates on the full amount received. Since,
under a 408 Program,  contributions  generally are  deductible  from the taxable
income of the  employee,  the full amount  received  will  usually be taxable as
ordinary income when annuity payments commence.

457 PROGRAMS

     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.  The  employees  must  be
Participants in an eligible deferred compensation plan.

     If the Employer sponsoring a 457 Program requests and receives a withdrawal
for an  eligible  employee in  connection  with a 457  Program,  then the amount
received by the employee will be taxed as ordinary  income.  Since,  under a 457
Program,  contributions  are excludable from the taxable income of the employee,
the full  amount  received  will be  taxable as  ordinary  income  when  annuity
payments commence or other distribution is made.

     If a Contract is used in connection with an unqualified,  unfunded deferred
compensation benefits to a select group of employees,  contributions to the Plan
are  includible  in the  employee's  gross income when these amounts are paid or
otherwise made available to the employee.

TAX PENALTY

     Any  distribution  made to 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 Participant has attained age 59 1/2;
   (b) the Participant has died; or
   (c) the Participant is disabled.

     In  addition,  a  distribution  from an Employee  Benefit  Plan will not be
subject to a 10% penalty tax on the amount  distributed if the Participant 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 a penalty  tax.  Certain  amounts  paid for
medical care also may not be subject to a penalty tax.

     Any  permitted  distribution  from a  Participant  Account  under a  403(b)
Program will be subject to a 10% excise tax unless the Participant satisfies one
of the exemptions  listed above for Employee  Benefit Plans. See "Constraints on
Withdrawals - 403(b) Programs."


WITHHOLDING

     Distributions  from an Employee Benefit Plan under Code Section 401(a) or a
403(b)  Program to an employee,  surviving  spouse,  or former  spouse who is an
alternate  payee under a qualified  domestic  relations  order, in the form of 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 403(b) Program 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
contributions.

     All other types of  distributions  from  Employee  Benefit Plans and 403(b)
Programs, 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.

EFFECT OF TAX DEFERRED ACCUMULATION

     In general, participants in retirement plans that own annuity contracts are
not  taxed on  increases  in the  value of their  accounts  until  some  form of
distribution  is made to the  Participant.  Due to this tax deferral  during the
accumulation  period,  participation  in a retirement  plan funded by an annuity
contract  generally  results in more rapid growth than a  comparable  investment
under which  contributions  and increases in value are taxed on a current basis.
The chart  illustrates  this benefit by comparing a retirement plan that invests
in a  variable  annuity  contract  to  accumulation  from  an  investment  whose
contributions  and gains are taxed on a  current  basis.  The chart  illustrates
accumulation of $250 of monthly before-tax  contributions  going into an annuity
contract for a retirement  plan and $172.50 of monthly  after-tax  contributions
going into a conventional  savings plan ($250 minus $77.50 of income taxes based
on an assumed combined

                                       36
<PAGE>

     (Chart  omitted;  the  following  information  is  an  explanation  of  the
information contained in the chart.)
<TABLE>
<CAPTION>

           $250 per month at gross annual rate of 6.00%, taxed at 31%
<S>                <C>                                     <C>                                     <C>
Period     After Tax Conventional Savings     Tax Deferred Accumulation After Tax     Pre-Tax Accumulation Value
- ------     ------------------------------     -----------------------------------     --------------------------

5 Years             $11,455                                 $11,555                                 $17,371

10 Years            $25,486                                 $28,027                                 $40,618

20 Years            $63,722                                 $78,218                                $113,360

30 Years           $121,087                                $168,103                                $243,628

40 Years           $207,152                                $329,074                                $476,919
</TABLE>

rate of 31% for state  and  federal  income  tax  equals  $172.50  of  after-tax
contributions).  Each  contribution is made at the end of each month. This chart
also assumes a 6% before-tax earnings rate. Values for Tax Deferred Accumulation
After Tax and  Pre-Tax  Accumulation  Value do not  reflect  the  deduction  for
mortality  and expense risk charges  under a variable  annuity  contract and the
values  shown for Tax  Deferred  Accumulation  After Tax would be lower if these
charges were  included.  Values shown for Tax  Deferred  Accumulation  After Tax
reflect appropriate withdrawal charges at the end of the periods shown.

     The  hypothetical  rate of return used in the chart is an assumption  only,
and no  implication is intended that the return is guaranteed in any way or that
it represents  an average or expected  rate of return over the period  depicted.
The portion of a Participant's  Account Value that exceeds the variable  annuity
contract owner's or  participant's  investment in the  Participant's  Account is
taxed at ordinary income tax rates upon distribution,  and a 10% tax penalty may
apply to withdrawals taken before the taxpayer reaches the age of 59 1/2.

     After  state and  federal  income  tax at 31% has been  paid on the  amount
distributed, with a variable annuity, after 5 years there would be an additional
$100 available;  after 10 years there would be an additional  $2,541  available;
after 20 years, there would be an additional $14,496 available;  after 30 years,
there would be an additional $47,016 available;  and after 40 years, there would
be an additional $121,922 available.  Tax rates may vary for different taxpayers
from the 31% used in this chart,  which would  result in  different  values from
those shown in the chart.


                                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 Owner or the
Participant, depending on the type of Plan. Generally, a Participant will have a
voting  interest  under a Contract to the extent of the vested portion of his or
her Account  Value.  AUL shall send to each Owner or  Participant 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 Funds' shares.  In
the case of a Contract  acquired in connection with an Employee  Benefit Plan or
an Employer Sponsored 403(b) Program,  AUL may furnish the Owner with sufficient
Fund proxy materials and voting  instruction forms for all Participants  under a
Contract with any voting interest.

     Unless otherwise required by applicable law or under a

                                       37
<PAGE>


contract with any of the Funds, with respect to each of the Funds, the number of
Fund shares of a particular  Portfolio 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 or a
Participant's  Account on a particular  date by the net asset value per share of
that Portfolio as of the same date. Fractional votes will be counted. The number
of votes as to which voting  instructions  may be given will be determined as of
the  date  coincident  with  the  date  established  by a Fund  for  determining
shareholders eligible to vote at the meeting of the Fund. 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 or  Participant  Accounts 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 and  Participant  Accounts  participating  in that  Investment
Account.  AUL will vote shares of any Investment  Account,  if any, that it owns
beneficially in its own  discretion,  except that if a Fund offers its shares to
any  insurance  company  separate  account that funds  variable  life  insurance
contracts  or if  otherwise  required by  applicable  law, AUL will vote its own
shares in the same proportion as the voting  instructions that are received in a
timely  manner for  Contracts  and  Participant  Accounts  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  Portfolios  of a Fund should no longer be available
for investment,  or if, in the judgment of AUL's management,  further investment
in shares of any or all Portfolios of a Fund should become inappropriate in view
of the purposes of the Contracts, AUL may substitute shares of another Portfolio
of a  Fund  or of a  different  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 Owners
or as permitted by Federal law.

     Where  required  under  applicable  law, AUL will not substitute any shares
attributable  to an Owner's  interest in an  Investment  Account or the Variable
Account without notice, Owner or Participant  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 a new Portfolio of a Fund or in shares
of another 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 Owners on
a basis to be  determined by AUL. Not all  Investment  Accounts may be available
under a  particular  Contract.  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. If deemed by AUL to be in
the best  interests of persons  having  voting rights under the  Contracts,  the
Variable  Account may be operated as a management  investment  company under the
1940 Act or any other form permitted by law, it 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 Owners or Participants,  to
make any change to the  provisions  of the  Contracts to comply with, or to give
Owners or  Participants  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.

     AUL reserves the right to make certain changes in the Contracts.  Depending
on the Contract,  AUL has the right at any time to change the Guaranteed Rate of
interest  credited to amounts allocated to the Fixed Account for any Participant
Accounts established on or after the effective date of the change, although once
a Participant's  Account is established,  the Guaranteed Rate may not be changed
for the duration of the Account.

     Depending on the Contract,  after the fifth anniversary of a Contract,  AUL
has the right to change any annuity  tables  included in the  Contract,  but any
such change shall apply only to Participant Accounts established on or after the
effective date of such a change. AUL also has the right to change the withdrawal
charge and, within the limits


                                       38

<PAGE>

described under "Guarantee of Certain Charges," the administrative charge.

RESERVATION OF RIGHTS

     AUL  reserves  the  right to refuse to  accept  new  contributions  under a
Contract and to refuse to accept new Participants under a Contract.

PERIODIC REPORTS

     AUL will send quarterly  statements showing the number,  type, and value of
Accumulation Units credited to the Contract or to the Participant's  Account, as
the case may be.  AUL will also send  statements  reflecting  transactions  in a
Participant'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 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.

                         YEAR 2000 READINESS DISCLOSURE

     In recent years,  the Year 2000 problem has received  extensive  publicity.
The problem arises because most computer  systems and programs were written with
dates  expressed  as a 2 digit  code.  Unless  steps are taken many  systems may
interpret the year "2000" as "1900," and date-related  computations either would
not be processed or would be processed  incorrectly.  This could have a material
and  adverse  effect  on  financial  institutions  such as banks  and  insurance
companies like AUL. To prevent this, AUL began assessing the potential impact in
early 1996 and adopted a detailed  written work plan in June,  1997 to deal with
Year 2000 issues.

     Due  to  the   complexity   of   this   issue   and   the   ever-increasing
interrelationships  of  computer  systems  in the  United  States  it  would  be
extremely  difficult  for any  company  to  state  that  it has or will  achieve
complete Year 2000 compliance or guarantee that its systems will not be affected
in any way on January 1, 2000. However, AUL currently believes that all critical
computer  systems and software  (those  systems or  software  which  would cause
great  disruption to the Company if they were  inoperable for any length of time
or if they were to generate  erroneous data) are, as of April 1, 1999, Year 2000
compliant.  Although  AUL has no reason to believe  that these steps will not be
sufficient  to avoid any  material  adverse  impact from Year 2000 issues and is
addressing   Year  2000  issues  by  using  both  internal  staff  and  external
consultants,   by  replacing  or  upgrading  hardware,   operating  systems  and
application software, by remediating current application software and by testing
software and hardware in future dated scenarios,  there can be no assurance that
the Company's efforts will be sufficient to avoid any adverse impact.  The total
effort  for all  activities  to make AUL  systems  ready  for the  year  2000 is
currently expected to amount to more than 250 person years of labor at a cost of
approximately  $19,000,000  which has been or will be expensed  against  current
operating  funds.  As of  December  1998,  $13,000,000  of this cost was already
incurred.

     As a part of its plan,  the  company  has  surveyed  its  primary  business
partners to be sure that they have taken steps to address Year 2000 issues.  AUL
will continue to monitor the status of all business partners' Year 2000 efforts.
Additionally,  a contingency  planning  effort is underway to identify  means by
which the risk  associated with potential  internal or external  failures can be
reduced. Year 2000 contingency planning also includes development of a mechanism
to identify and respond to problems that could develop and to define steps to be
taken should problems arise.

                             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  literature to
current or prospective  Owners or Participants  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
income  received by a  hypothetical  investment  over a given 7-day period (less
expenses accrued during the period), and then "annualized" (i.e.,  assuming that
the 7-day  yield would be  received  for 52 weeks,  stated in terms of an annual
percentage  return on the  investment).  "Effective  yield" for the Money Market
Investment  Account is calculated in a manner  similar to that used to calculate
yield, but reflects the compounding effect of earnings.

     For the remaining Investment Accounts, quotations of yield will be based on
all investment income per Accumulation

                                       39
<PAGE>


Unit earned  during a given 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 an  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 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 administrative charge.  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 administrative  charge, 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 administrative charge.

     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  measuring  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
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  ratings  services,  companies,
publications, or persons who rank separate accounts or other investment products
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 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
Portfolio  of a Fund 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.  For a description of the
methods used to  determine  yield and total  return in  promotional  reports and
literature  for  the  Investment  Accounts,  see  the  Statement  of  Additional
Information.

     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 be illustrated by graphs, charts, or otherwise, and 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.


                       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
LIMITS ON CONTRIBUTIONS TO RETIREMENT PLANS...................................................................................  3-4
  403(b) Programs.............................................................................................................    3
  408 Programs................................................................................................................    3
  457 Programs................................................................................................................    4
  Employee Benefit Plans......................................................................................................    4
INDEPENDENT ACCOUNTANTS.......................................................................................................    4
PERFORMANCE INFORMATION.......................................................................................................  4-5
FINANCIAL STATEMENTS.......................................................................................................... 6-17
</TABLE>

A Statement of Additional  Information  may be obtained by calling or writing to
AUL at the  telephone  number  and  address  set  forth  in the  front  of  this
Prospectus.


                                       40

<PAGE>



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



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


          AUL  has  filed a  Registration  Statement  with  the  Securities  and
          Exchange   Commission,   Washington,   D.C.  For  further  information
          regarding the AUL American Unit Trust, AUL and its variable annuities,
          please  reference the  Registration  statement and the exhibits  filed
          with it or  incorporated  into it. All  contracts  referred to in this
          prospectus are also included in that filing.

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



                             AUL AMERICAN UNIT TRUST

                        Group Variable Annuity Contracts
                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                                   PROSPECTUS




                             Dated: August 20, 1999





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


<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION




                                  August 20, 1999




                             AUL American Unit Trust
                        Group Variable Annuity Contracts

                                   Offered By


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


                                 (800) 249-6269




                   Annuity Service Office Mail Address:
                 P.O. Box 6148, Indianapolis, Indiana 46206-6148



         This Statement of Additional Information is not a prospectus and should
         be read in  conjunction  with the current  Prospectus  for AUL American
         Unit Trust, dated August 20, 1999.



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


<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                                           <C>

Description                                                                                                                   Page

GENERAL INFORMATION AND HISTORY............................................................................................      3

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

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

LIMITS ON CONTRIBUTIONS TO RETIREMENT PLANS................................................................................    3-4
  403(b) Programs..........................................................................................................      3
  408 Programs.............................................................................................................      3
  457 Programs.............................................................................................................      4
  Employee Benefit Plans...................................................................................................      4

INDEPENDENT ACCOUNTANTS....................................................................................................      4

PERFORMANCE INFORMATION....................................................................................................    4-5

FINANCIAL STATEMENTS.......................................................................................................   6-17
</TABLE>



                                       2
<PAGE>



                         GENERAL INFORMATION AND HISTORY

     For a general description of AUL and AUL American Unit Trust (the "Variable
Account"),  see the  section  entitled  "Information  about  AUL,  The  Variable
Account, and The Funds" in the Prospectus.

                            DISTRIBUTION OF CONTRACTS

     AUL is the Principal  Underwriter for the group 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 kept
physically  segregated  and are held 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 AUL American Series Fund,
Inc., Alger American Fund, American Century Variable  Portfolios,  Inc., Calvert
Variable Series,  Fidelity Variable Insurance  Products Fund,  Fidelity Variable
Insurance  Products Fund II, Janus Aspen  Series,  PBHG  Insurance  Series Fund,
Inc., SAFECO Resource Series Trust, and T. Rowe Price Equity Series, Inc., (each
a "Fund" and collectively the "Funds").

                   LIMITS ON CONTRIBUTIONS TO RETIREMENT PLANS

403(b) PROGRAMS

     Contributions to a 403(b) Program are excludable from a Participant'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 Participant's  salary  reduction  contributions  to a 403(b)
Program to $10,000 a year. The $10,000 limit may be reduced by salary  reduction
contributions to another type of retirement plan. A Participant 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  Participant
salary  reduction  contributions  that may be made to a 403(b) Program.  Section
403(b)(2)  generally  provides  that  the  maximum  amount  of  contributions  a
Participant  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.  Participants  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
Participant's  salary  reduction  contributions 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  Participant's
annual  compensation.   This  limit  will  be  reduced  if  a  Participant  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 Participant 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
Participant  of all or any taxable  portion of the balance to his credit under a
Section  403(b)  Program,  other  than  a  required  minimum  distribution  to a
Participant 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 Participant or 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 PROGRAMS

     Contributions to the individual retirement account of a Participant under a
408 Program that is described in Section 408(c) of the Internal Revenue Code are
subject to the limits

                                       3
<PAGE>

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

     Contributions  to 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 Employer  contributions and Participant salary reduction
contributions (if permitted) to a simplified employee pension plan to the lesser
of (a) 15% of the Participant's  compensation,  or (b) $30,000. Salary reduction
contributions, if any, are subject to additional annual limits.


457 PROGRAMS

     Deferrals by a  Participant  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  Participant's  includable  compensation.  If  the  Participant
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 Participant 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 Participant  reaches his
normal  retirement  age under the 457  Program.  Effective  January 1, 1997, the
limit on deferrals became indexed in $500 increments.

EMPLOYEE BENEFIT PLANS

     The applicable  annual limits on  contributions to an Employee Benefit Plan
depend upon the type of plan. Total  contributions on behalf of 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.  Salary reduction contributions to a
cash-or-deferred  arrangement  under  a  profit  sharing  plan  are  subject  to
additional  annual limits.  Contributions  to a defined benefit pension plan are
actuarially  determined based upon the amount of benefits the Participants  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.


                             INDEPENDENT ACCOUNTANTS

     PricewaterhouseCoopers  LLP, One  American  Square,  Indianapolis,  Indiana
46282,  independent  accountants,   performs  certain  accounting  and  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
and its internal accounting controls have been reviewed.


                             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  Owners or  Participants  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 charges)
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

     For the 7-day period  ending  December 31, 1998,  the current yield for the
AUL Money  Market  Investment  Account was 4.2184% and the  effective  yield was
4.3068%.

     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]

                                       4
<PAGE>


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.

For the one year period ending  December 31, 1998,  the yield for the Investment
Accounts  corresponding  to the Portfolios of the AUL American Series Fund, Inc.
was 0.24%  for the  Equity  Investment  Account, 3.90%  for the Bond  Investment
Account,  1.65% for the Managed Investment  Account,  and 0.27% for the Tactical
Asset Allocation  Account.  The LifeStyle  Investment Accounts consisting of the
Conservative,  Moderate and Aggressive  Investor  Investment  Accounts commenced
operations  May 1, 1998,  and therefore has not been in operation for a one year
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  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,  as adjusted
for applicable  charges.  All total return figures  reflect the deduction of the
applicable  withdrawal charge, the administrative  charge, 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  administrative  charge  and
quotations of total return may reflect other periods of time.

     The average  annual total return is  calculated  from the actual  inception
date of the AUL American  Investment Accounts and from the inception date of the
corresponding  mutual  funds  for  all of the  other  Investment  Accounts.  The
reported  performance  is,  therefore,  hypothetical  to the  extent and for the
periods that the Investment Accounts have not been in existence and reflects the
performance that such Investment  Accounts would have achieved had they invested
in the  corresponding  Mutual Funds for those  periods.  For the periods that an
Investment  Account has actually been in  existence,  however,  the  performance
represents  actual and not hypothetical  performance.  The average annual return
that the Investment  Accounts  achieved for the one year, three year, the lessor
of five years or since  inception,  five year,  the lesser of ten years or since
inception  and the  cumulative  return for 10 years or since  inception  for the
periods ending December 31, 1998 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 a Participant'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  Portfolio 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 be illustrated by graphs, charts, or otherwise, and 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.

                                       5
<PAGE>

                              FINANCIAL STATEMENTS

     Financial Statements for the Variable Account, including the Notes thereto,
are  incorporated  by  reference to the Annual  Report for the Variable  Account
dated as of December 31, 1998.

     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.

                           FINANCIAL STATEMENTS - AUL

The following financial statements relate solely to the condition and operations
of AUL.

                        REPORT OF INDEPENDENT ACCOUNTANTS

Report of Independent Accountants
To the Board of Directors
American United Life Insurance Company(R)
Indianapolis, Indiana

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations, policyholders' surplus, and cash flows present fairly,
in all  material  respects,  the  financial  position  of  American  United Life
Insurance  Company(R)  and affiliates  (the  "Company") at December 31, 1998 and
1997,  and the results of their  operations  and their cash flows for years then
ended,  in conformity  with  generally  accepted  accounting  principles.  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  generally  accepted  auditing  standards  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


Indianapolis, Indiana
February 26, 1999






                                       6
<PAGE>

<TABLE>
<CAPTION>

                             COMBINED BALANCE SHEET
December 31, 1998 and 1997                                             1998     (in millions)       1997
- --------------------------------------------------------------------------------------------------------
Assets
<S>                                                                  <C>                       <C>

Investments:
         Fixed Maturities:
                  Available for sale at fair value                  $  1,695.4                 $ 1,653.8
                  Held to maturity at amortized cost                   2,536.2                   2,902.2
         Equity securities at fair value                                  75.1                      18.6
         Mortgage loans                                                1,128.5                   1,120.4
         Real estate                                                      46.6                      52.1
         Policy loans                                                    144.4                     143.1
         Short term and other invested assets                             64.9                     102.0
         Cash and cash equivalents                                        95.7                      41.2
- --------------------------------------------------------------------------------------------------------
                  Total investments                                    5,786.8                   6,033.4
- --------------------------------------------------------------------------------------------------------
Accrued investment income                                                 73.0                      79.3
Reinsurance receivables                                                  290.6                     244.3
Deferred acquisition costs                                               451.7                     421.2
Property and equipment                                                    56.8                      55.5
Insurance premiums in course of collection                                66.7                      72.9
Other assets                                                              16.1                      17.2
Assets held in separate accounts                                       2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total assets                                        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------
Liabilities and policyholders' surplus
Liabilities
         Policy reserves                                              $5,339.1                  $5,642.9
         Other policyholder funds                                        203.9                     177.1
         Pending policyholder claims                                     209.2                     164.3
         Surplus notes                                                    75.0                      75.0
         Other liabilities and accrued expenses                          180.4                     199.9
         Liabilities related to separate accounts                      2,594.6                   1,674.0
- --------------------------------------------------------------------------------------------------------
                  Total liabilities                                    8,602.2                   7,933.2
- --------------------------------------------------------------------------------------------------------
Unrealized appreciation of securities,
         net of deferred income tax                                       39.5                      36.5
Policyholders' surplus                                                   694.6                     628.1
- --------------------------------------------------------------------------------------------------------
                  Total policyholders' surplus                           734.1                     664.6
- --------------------------------------------------------------------------------------------------------
                  Total liabilities and policyholders' surplus        $9,336.3                  $8,597.8
- --------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of the financial statements.
</TABLE>

                                       7
<PAGE>


<TABLE>
<CAPTION>

                  COMBINED STATEMENT OF POLICYHOLDERS' SURPLUS
December 31, 1998 and 1997                                             1998     (in millions)       1997
- --------------------------------------------------------------------------------------------------------

<S>                                                                    <C>                      <C>
Policyholders' surplus at beginning of year                             $664.6                    $572.8
Net income                                                                66.5                      74.3
Change in unrealized appreciation (depreciation)
         of securities, net                                                3.0                      17.5
- --------------------------------------------------------------------------------------------------------
Policyholders' surplus at end of year                                   $734.1                    $664.6
- --------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                        COMBINED STATEMENT OF OPERATIONS

<S>                                                                    <C>                      <C>
Revenues:
Insurance premiums and other considerations                             $478.5                    $413.9
Policy and contract charges                                               87.7                      69.3
Net investment income                                                    452.1                     469.5
Realized investment gains                                                 15.8                      13.7
Other income                                                               8.9                       5.9
- --------------------------------------------------------------------------------------------------------
Total revenues                                                         1,043.0                     972.3
- --------------------------------------------------------------------------------------------------------
Benefits and expenses:
Policy benefits                                                         $462.4                    $386.2
Interest expense on annuities and financial products                     231.9                     257.3
Underwriting, acquisition and insurance expenses                         157.8                     131.2
Amortization of deferred acquisition costs                                59.7                      53.2
Dividends to policyholders                                                26.4                      25.0
Interest expense on surplus notes                                          5.8                       5.8
Other operating expenses                                                  10.2                       9.5
- --------------------------------------------------------------------------------------------------------
Total benefits and expenses                                              954.2                     868.2
- --------------------------------------------------------------------------------------------------------
Income before income tax expense                                          88.8                     104.1
Income tax expense                                                        22.3                      29.8
- --------------------------------------------------------------------------------------------------------
Net income                                                             $  66.5                   $  74.3
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       8
<PAGE>
<TABLE>
<CAPTION>

                        COMBINED STATEMENT OF CASH FLOWS

For years ended December 31, 1998 and 1997                           1998     (in millions)      1997
- --------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
- --------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                       <C>
Net Income                                                          $     66.5                $     74.3

Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of deferred acquisition costs                                59.7                      53.2
Depreciation                                                              11.2                      10.1
Deferred taxes                                                             8.1                       7.3
Realized investment gains                                                (15.8)                    (13.7)
Policy acquisition costs capitalized                                     (94.2)                    (90.8)
Interest credited to deposit liabilities                                 225.7                     252.1
Fees charged to deposit liabilities                                      (32.7)                    (32.9)
Amortization and accrual of investment income                            (10.8)                     (8.2)
Increase in insurance liabilities                                        169.6                     140.2
Increase in noninvested assets                                           (45.5)                    (66.3)
Increase in other liabilities                                             (1.8)                     35.1
- --------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                340.0                     360.4
- --------------------------------------------------------------------------------------------------------
Cash flows from investing activities:

Purchases:

Fixed maturities, Held to Maturity                                       (18.7)                   (120.8)
Fixed maturities, Available for Sale                                    (473.8)                   (348.3)
Equity securities                                                        (63.7)                     (9.4)
Mortgage loans                                                          (183.2)                   (155.4)
Real estate                                                               (4.9)                     (1.9)
Short term and other invested assets                                      (2.7)                    (43.3)

Proceeds from sales, calls or maturities:

Fixed maturities, Held to Maturity                                       388.9                     241.2
Fixed maturities, Available for Sale                                     461.6                     335.1
Equity securities                                                          8.1                       7.2
Mortgage loans                                                           179.2                     149.7
Real estate                                                                4.0                       4.3
Short term and other invested assets                                      39.9                       1.6
- --------------------------------------------------------------------------------------------------------
Net cash provided by investing activities                                334.7                      60.0
- --------------------------------------------------------------------------------------------------------
Cash flows from financing activities:

Deposits to insurance liabilities                                        846.6                     713.6
Withdrawals from insurance liabilities                                (1,467.0)                 (1,112.5)
Other                                                                       .2                       (.5)
- --------------------------------------------------------------------------------------------------------
Net cash used by financing activities                                   (620.2)                   (399.4)
- --------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                                 54.5                      21.0
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents beginning of year                               41.2                      20.2
- --------------------------------------------------------------------------------------------------------
Cash and cash equivalents end of year                               $     95.7                $     41.2
- --------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       9
<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 48  states  and  the  District  of  Columbia  and is an  authorized
reinsurer in all states. AUL offers individual life and annuity products through
its career agent  distribution  system.  AUL's qualified group retirement plans,
tax deferred annuities and other non-medical group products are marketed through
independent agents and brokers, as well as career agents who are supported by 37
regional  sales  offices  located  throughout  the  country.   Life  and  pooled
reinsurance  is marketed  directly to other  insurance  companies.  In 1998, AUL
International  began operations to develop  reinsurance  partners in Central and
South America. The combined Company financial statements include the accounts of
AUL and its affiliate,  The State Life Insurance  Company (State Life),  and its
subsidiary, Equity Sales Corporation. Significant intercompany transactions have
been excluded.

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

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

Investments
- ------------

Fixed maturity securities which may be sold to meet liquidity and other needs of
the Company are  categorized as available for sale and are stated at fair value.
Fixed maturity  securities which the Company has the positive intent and ability
to hold to  maturity  are  categorized  as  held-to-maturity  and are  stated at
amortized cost.  Equity  securities are stated at fair value.  Mortgage loans on
real estate are  carried at  amortized  cost less an  impairment  allowance  for
estimated uncollectible amounts. Real estate is reported at cost less allowances
for  depreciation.  Depreciation is provided  (straight line) over the estimated
useful lives of the related assets. Investment real estate is net of accumulated
depreciation  of $31.7  million  at  December  31,  1998 and 1997.  Depreciation
expense for investment real estate amounted to $2.4 million and $2.5 million for
1998 and 1997,  respectively.  Policy loans are carried at their unpaid balance.
Other  invested  assets  are  reported  at cost  plus the  Company's  equity  in
undistributed  net equity  since  acquisition.  Short term  investments  include
investments  with  maturities  of one-year or less and are carried at cost which
approximates market. Short term certificates of deposit and savings certificates
are  considered to be cash  equivalents.  The carrying  amount for cash and cash
equivalents approximates market.

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

Deferred Policy Acquisition Costs
- ---------------------------------

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

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

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

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

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

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

Recoverability of the unamortized  balance of deferred policy  acquisition costs
is evaluated regularly. For universal life-type contracts,  investment contracts
and participating whole life policies, the accumulated  amortization is adjusted
(increased or decreased)  whenever  there is a material  change in the estimated
gross profits or gross margins  expected over the life of a block of



                                       10
<PAGE>



                   NOTES TO FINANCIAL STATEMENTS (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (continued)

business  in  order to  maintain  a  constant  relationship  between  cumulative
amortization  and the present value of gross profits or gross margins.  For most
other contracts,  the unamortized asset balance is reduced by a charge to income
only when the present value of future cash flows, net of the policy liabilities,
is not sufficient to cover such asset balance.

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
$47.1 million and $41.6 million as of December 31, 1998 and 1997,  respectively.
The Company  provides  for  depreciation  of property  and  equipment  using the
straight-line  method over its estimated useful life.  Depreciation  expense for
1998 and 1997 was $8.8 million and $7.6 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.


                                       11
<PAGE>
                    NOTES TO FINANCIAL STATEMENTS (continued)

2. INVESTMENTS:
- ---------------
<TABLE>
<CAPTION>

The book value and fair value of investments in fixed maturity securities by type of
investment were as follows:
                                                                                 December 31, 1998
- --------------------------------------------------------------------------------------------------------------------
                                                                             Gross            Gross       Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)
<S>                                                     <C>               <C>                 <C>       <C>

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, states,
   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
- --------------------------------------------------------------------------------------------------------------------


                                                                                 December 31, 1997
- --------------------------------------------------------------------------------------------------------------------

                                                                             Gross            Gross       Estimated
                                                          Amortized       Unrealized        Unrealized      Fair
                                                            Cost             Gains            Losses        Value
- --------------------------------------------------------------------------------------------------------------------
Available for sale:                                        (in millions)

Available for sale:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments       $     47.8        $   4.0             $0.0      $     51.8
Corporate securities.                                      1,064.1           55.5              1.8         1,117.8
Mortgage-backed securities.                                  456.8           27.6              0.2           484.2
- --------------------------------------------------------------------------------------------------------------------
                                                        $  1,568.7        $  87.1             $2.0        $1,653.8
- --------------------------------------------------------------------------------------------------------------------
Held to maturity:
Obligations of U.S. government, states,
 ...political subdivisions and foreign governments       $    124.2        $   6.2            $0.3       $    130.1
Corporate securities.                                      1,854.4          123.4             3.6          1,974.2
Mortgage-backed securities                                   923.6           55.5             0.2            978.9
- --------------------------------------------------------------------------------------------------------------------
                                                        $  2,902.2        $ 185.1            $4.1       $  3,083.2
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

The amortized cost and fair value of fixed  maturity  securities at December 31,
1998, 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                  $  40.7    $ 40.9         $  72.9     $  73.9         $  113.6     $ 114.8

Due after one year
   through five years         392.8     404.1           753.4       790.5          1,146.2     1,194.6

Due after five years
   through ten years          363.9     383.1           577.7       639.3            941.6     1,022.4

Due after ten years           365.0     400.9           361.2       407.2            726.2       808.1
- ------------------------------------------------------------------------------------------------------
                            1,162.4   1,229.0         1,765.2     1,910.9          2,927.6     3,139.9
Mortgage-backed securities    440.7     466.4           771.0       821.0          1,211.7     1,287.4
- ------------------------------------------------------------------------------------------------------
                           $1,603.1  $1,695.4        $2,536.2    $2,731.9         $4,139.3    $4,427.3
- ------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (continued)

Net investment income consisted of the following:

for years ended December 31            1998     (in millions)     1997
- -------------------------------------------------------------------------
Fixed maturity securities             $341.0                       $359.4
Equity securities                        2.3                          2.5
Mortgage loans                          98.5                        100.9
Real estate                             10.7                         11.2
Policy loans                             8.8                          8.8
Other                                   10.0                          7.3
- -------------------------------------------------------------------------
Gross investment income                471.3                        490.1
Investment expenses                     19.2                         20.6
- -------------------------------------------------------------------------
Net investment income                 $452.1                       $469.5
- -------------------------------------------------------------------------


Net realized  investment  gains and (losses)  include write downs and changes in
the  reserve for losses on mortgage  loans and  foreclosed  real estate of $(.1)
million and $(1.3)  million for 1998 and 1997,  respectively.  Proceeds from the
sales,  maturities or calls of investments in fixed  maturities  during 1998 and
1997 were approximately $850.5 million and $576.3 million,  respectively.  Gross
gains of $14.9  million and $11.6  million,  and gross losses of $.6 million and
$1.3  million  were  realized  in 1998 and 1997,  respectively.  The  changes in
unrealized  appreciation  of fixed  maturities  amounted to  approximately  $7.2
million and $39.9 million in 1998 and 1997, respectively.

At December  31, 1998,  the  unrealized  appreciation  on equity  securities  of
approximately  $2.3 million is comprised of $3.8 million in unrealized gains and
$1.5  million  of  unrealized   losses  and  has  been  reflected   directly  in
policyholders'  surplus.  The change in the  unrealized  appreciation  of equity
securities  amounted  to  approximately  $.1 million and $.9 million in 1998 and
1997, 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, 1998, the largest geographic concentration
of  commercial  mortgage  loans was in Indiana,  California  and  Florida  where
approximately 31% of the portfolio was invested.  A total of 40% of the mortgage
loans  have  been  issued on retail  properties,  primarily  backed by long term
leases or guarantees from strong credits.

The Company has outstanding  mortgage loan  commitments at December 31, 1998, of
approximately  $100.3  million.

As of December 31, 1998,  the carrying  value of  investments  that  produced no
income for the previous twelve month period was $.2 million.

3. Insurance Liabilities:
- -------------------------

Insurance liabilities consisted of the following:

<TABLE>
<CAPTION>
                                                                                                         (in millions)
- -------------------------------------------------------------------------------------------------------------------------
                                              Withdrawal     Mortality or morbidity    Interest rate     December 31,
                                              assumption           assumption           assumption       1998     1997
- -------------------------------------------------------------------------------------------------------------------------
Future policy benefits:
- -------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>                      <C>               <C>       <C>

  Participating whole life contracts           Company       Company                  2.5% to 6.0%      $ 632.7   $ 594.5
                                                experience    experience
  Universal life-type contracts                   n/a              n/a                     n/a            381.2     376.4
  Other individual life contracts              Company       Company                  2.5% to 8.0%        271.1     216.4
                                                experience    experience
  Accident and health                             n/a              n/a                     n/a             55.2      51.0
  Annuity products                                n/a              n/a                     n/a          3,803.7   4,213.6
  Group life and health                           n/a              n/a                     n/a            195.2     191.0
Other policyholder  funds                         n/a              n/a                     n/a            203.9     177.1
Pending policyholder claims                       n/a              n/a                     n/a            209.2     164.3
- -------------------------------------------------------------------------------------------------------------------------
         Total insurance liabilities                                                                   $5,752.2  $5,984.3
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


Participating  life  insurance  policies  under  generally  accepted  accounting
principles  represent  approximately  7%  and 9% of the  total  individual  life
insurance  in force at December 31, 1998 and 1997,  respectively.  Participating
policies  represented  approximately 34% and 39% of life premium income for 1998
and  1997,  respectively.  The  amount  of  dividends  to be paid is  determined
annually by the Board of Directors.

                                       13
<PAGE>

      NOTES TO FINANCIAL STATEMENTS (continued)

4. Employees' and Agents' Benefit Plans:
- ----------------------------------------

The  Company  has  a  noncontributory  defined  benefit  pension  plan  covering
substantially all employees. Company contributions to the employee plan are made
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 $2.1 million in 1998 and $2.8
million in 1997.

The following  benefit  information for the employees'  defined benefit plan was
determined   by   independent   actuaries  as  of  January  1,  1998  and  1997,
respectively, the most recent actuarial valuation dates:

                                         1998    (in millions)   1997
- --------------------------------------------------------------------------------
Actuarial present value of
  accumulated benefits for the
  employees' defined benefit plan       $33.6                   $28.1
Fair value of plan assets                49.6                    39.7
- --------------------------------------------------------------------------------
Funded status                           $16.0                   $11.6
- --------------------------------------------------------------------------------
Net periodic pension cost              $  2.1                  $  2.0
- --------------------------------------------------------------------------------


The assumed  discount rate was 7.17% and 7.36% for 1998 and 1997,  respectively.
For both 1998 and 1997, the expected return on plan assets was 8.0% and the rate
of  compensation  increase  assumed was 6%.  Benefits  paid out of the Plan were
approximately  $3.1 million in 1998 and $2.6 million in 1997.

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 1998 and 1997 were $1.7 million and $1.5 million, respectively.

The Company has a defined  contribution  pension plan and a 401(k) plan covering
substantially all of the agents,  except general agents.  Contributions of 3% to
4 1/2% of defined commissions  (plus 3% to 41/2% for commissions over the Social
Security wage base) are made to the pension plan. An additional  contribution of
3% of  defined  commissions  is made to a  401(k)  plan.  Company  contributions
expensed  for  these  plans  for 1998  and  1997  were  $257,000  and  $268,000,
respectively.

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

The  Company  also  provides  certain  health care and life  insurance  benefits
(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:     1998 (in millions) 1997
================================================================================
Accumulated postretirement benefit obligation           $9.5              $9.3
Net postretirement benefit cost                          1.2               1.0
Company contributions                                     .7                .7
- --------------------------------------------------------------------------------

There are no  specific  plan  assets for this  postretirement  liability  as  of
December 31, 1998 and 1997.  Claims incurred for benefits were funded by company
contributions.

The assumed  discount rate used in determining  the  accumulated  postretirement
benefit was 7.00% and the assumed  health care cost trend rate was 10% graded to
5% until 2004.  Compensation rates were assumed to increase 6% at each year end.
The health  coverage  for  retirees 65 and over is capped in the year 2000.  The
health care cost trend rate assumption has an effect on the amounts reported. An
increase in the assumed  health  care cost trend rates by one  percentage  point
would increase the accumulated  postretirement benefit obligation as of December
31, 1998, by $152,000 and increase the accumulated  postretirement  benefit cost
for 1998 by $16,000.

                                       14
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (continued)

5. Federal Income Taxes:
- ------------------------

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

for years ended December 31                       1998 (in millions)  1997
- ------------------------------------------------------------------------------
Income tax computed at statutory tax rate        $31.0              $36.3
 Tax exempt income                                (2.0)              (1.5)
 Mutual company differential earnings amount       4.3                6.1
 Prior year differential earnings amount         (10.2)              (3.7)
 Other                                            (0.8)              (7.4)
- ------------------------------------------------------------------------------
 Federal income tax                              $22.3              $29.8
- ------------------------------------------------------------------------------

The  components of the provision for income taxes on earnings  included  current
tax  provisions of $14.2 million and $22.5 million for the years ended  December
31, 1998 and 1997,  respectively,  and  deferred tax expense of $8.1 million and
$7.3 million for the years ended December 31, 1998 and 1997, respectively.

Deferred income tax assets (liabilities)
- --------------------------------------------------------------------------------
as of December 31:                                      1998             1997
- --------------------------------------------------------------------------------
Deferred policy acquisition costs                     $(148.8)         $(137.0)
Investments                                             (11.1)           (12.0)
Insurance liabilities                                   158.9            154.7
Unrealized appreciation of securities                   (23.6)           (21.9)
Other                                                    (6.1)            (4.7)
- --------------------------------------------------------------------------------
   Deferred income tax assets (liabilities)          $  (30.7)        $  (20.9)
- --------------------------------------------------------------------------------

Federal  income  taxes paid were $10.6  million  and $28.6  million for 1998 and
1997, respectively.

6. Reinsurance:
- ---------------

The Company is a party to various reinsurance  contracts under which it receives
premiums as a reinsurer and reimburses the ceding  companies for portions of the
claims  incurred.  At December 31, 1998 and 1997, life  reinsurance  assumed was
approximately 74% and 71%, 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                             1998             1997
- --------------------------------------------------------------------------------
Direct statutory premiums                              $374.1           $369.4
Reinsurance assumed                                     329.7            253.9
Reinsurance ceded                                       150.2            132.3
- --------------------------------------------------------------------------------
         Net premiums                                   553.6            491.0
- --------------------------------------------------------------------------------
         Reinsurance recoveries                        $146.4         $  103.4

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  66% of the Company's  December 31, 1998,
ceded reserves for life and accident and health insurance. The remainder of such
ceded reserves is spread among numerous reinsurers.

7. Surplus Notes and Lines of Credit:
- -------------------------------------

On February 16, 1996, the Company issued $75 million of Surplus Notes, due March
30, 2026.  Interest is payable  semi-annually on March 30, and September 30 at a
7.75% annual  rate.  Any payment of interest on or principal of the Notes may be
made only with the prior approval of the Commissioner of the Indiana  Department
of Insurance.  The Surplus Notes may not be redeemed at the option of AUL or any
holder of the Surplus  Notes.  Interest paid during 1998 was $5.8  million.  The
Company has available a $125 million committed credit facility.  No amounts have
been drawn as of December 31, 1998.

                                       15
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (continued)

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.

In 1997,  AUL signed an investment  agreement with  Indianapolis  Life Insurance
Company  (Indianapolis Life) and Indianapolis Life Group of Companies (ILGroup),
a downstream holding company of Indianapolis Life, with a purpose of creating an
affiliation under a mutual holding company structure.  At December 31, 1998, AUL
has  invested  $49.5  million in ILGroup in exchange for a 33.2%  ownership.  In
1998,  AUL signed an  affiliation  agreement  with Pioneer Mutual Life Insurance
Company,  who joined with AUL,  Indianapolis  Life and State Life  contemplating
future integration of the companies in a mutual holding company structure.

9.  Statutory  Information:
- ---------------------------

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

A reconciliation of SAP surplus to GAAP surplus at December 31 follows:
- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP surplus                                       $496.5               $464.2
  Deferred policy acquisition costs                  481.8                447.4
  Adjustments to policy reserves                    (306.0)              (303.1)
  Asset valuation and interest maintenance reserves   88.9                 86.1
  Unrealized gain on invested assets, net             39.5                 36.5
  Surplus notes                                      (75.0)               (75.0)
  Deferred income taxes                               (6.7)                 1.0
  Other, net                                          15.1                  7.5
- --------------------------------------------------------------------------------
  GAAP surplus                                      $734.1               $664.6
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
for years ended December 31                           1998 (in millions)  1997
- --------------------------------------------------------------------------------
  SAP income                                         $33.5                $41.8
  Deferred policy acquisition costs                   34.5                 37.6
  Adjustments to policy reserves                      (3.7)                (9.2)
  Deferred income taxes                               (8.1)                (7.3)
  Other, net                                          10.3                 11.4
- --------------------------------------------------------------------------------
  GAAP net income                                    $66.5                $74.3
- --------------------------------------------------------------------------------


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, 1998.

10. Fair Value of Financial Instruments:
- ----------------------------------------

The disclosure of fair value information about certain financial  instruments is
based  primarily  on  quoted  market  prices.  The  fair  values  of  short-term
investments and 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 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, 1998 and 1997 follow.

                                       16
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS (continued)

                                     1998    (in millions)  1997
- --------------------------------------------------------------------------------
                              Carrying     Fair     Carrying      Fair
                              Amounts      Value    Amounts       Value
- --------------------------------------------------------------------------------
Fixed maturity securities:

   Available for sale        $1,695.4   $1,695.4  $1,653.8     $1,653.8
   Held to Maturity           2,536.2    2,731.9   2,902.2      3,083.2
Equity securities                75.1       75.1      18.6         18.6
Mortgage loans                1,128.5    1,202.1   1,120.4      1,201.0
Policy loans                    144.4      144.4     143.1        143.1
Surplus notes                    75.0       80.5      75.0         79.5
- --------------------------------------------------------------------------------


                                       17
<PAGE>



================================================================================
     No dealer,  salesman or any other person is  authorized by the AUL American
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.


     AUL has filed a  Registration  Statement  with the  Securities and Exchange
Commission,  Washington, D.C. For further information regarding the AUL American
Unit Trust,  AUL and its variable  annuities,  please reference the Registration
statement and the exhibits filed with it or incorporated  into it. All contracts
referred to in this prospectus are also included in that filing.

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




                             AUL AMERICAN UNIT TRUST

                        Group Variable Annuity Contracts

                                     Sold By

                                 AMERICAN UNITED
                            LIFE INSURANCE COMPANY(R)


                               One American Square
                           Indianapolis, Indiana 46282


                       STATEMENT OF ADDITIONAL INFORMATION




                              Dated: August 20, 1999




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