AMENDMENT TO THE INDIVIDUAL RETIREMENT ANNUITY (IRA) GROUP ANNUITY CONTRACT [GAXXXXX] (CONTRACT) ISSUED BY AMERICAN UNITED LIFE INSURANCE COMPANY (AUL) TO [XXX, INC. (CONTRACTHOLDER)]

                                   AMENDMENT
                                     TO THE
                      INDIVIDUAL RETIREMENT ANNUITY (XXX)
                  GROUP ANNUITY CONTRACT [GAXXXXX] (CONTRACT)
                                   ISSUED BY
                  AMERICAN UNITED LIFE INSURANCE COMPANY (AUL)
                        TO [XXX, INC. (CONTRACTHOLDER)]

When  used in this  Amendment,  "we,"  "us," or "our"  refer to AUL and "you" or
"your" refer to the Contractholder.

The  following  provisions  are added to the Contract and supersede any contrary
provisions of the  Contract,  and are effective on [the later of January 1, 2002
or the Effective Date of the Contract]:

*    "Annuity Commencement Date" is the first day of the month an annuity begins
     under this contract.  However, amounts allocated to a Participant's Account
     will be distributed or begin to be distributed no later than the applicable
     date  determined  below under  "Death  Benefits" or  "Distributions  Before
     Death."

*    "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and any
     applicable regulations or rulings thereunder.

     "Contributions"  are funds which can be allocated to  Participant  Accounts
     according  to your  instructions  and  which  have  been paid to us in cash
     (pursuant  to your plan,  if  applicable).  These  include  funds which are
     transferred  in cash from a prior AUL group  annuity  contract or which are
     transferred  in cash from a prior funding  medium to this contract [as part
     of a transfer  eligible for rollover  treatment under Code Sections 402(c),
     402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3), or 457(e)(16). (For
     taxable years beginning before 2002, references to Code Sections 402(e)(6),
     403(b)(10),  and  457(e)(16)  in the  previous  sentence  shall be deleted.
     References  to such Code Sections for taxable  years  beginning  after 2010
     shall also be  deleted,  unless the Code  requires  reference  to such Code
     Sections in this  contract  after  2010.)]  Such  transferred  funds may be
     listed under categories other than  AContributions" on annual and quarterly
     reporting.  The legal title to, and  ownership  of, such  amounts is vested
     solely in the Participant.

*    Exclusive  Benefit of  Participants:  This contract is established  for the
     exclusive benefit of the Participants and their beneficiaries.

*    Amount of Contributions:

     (a)  Contributions may vary in amount and frequency.

     [(b) Except for eligible rollover Contributions under Code Sections 402(c),
          402(e)(6),   403(a)(4),   403(b)(8),   403(b)(10),    408(d)(3),   and
          457(e)(16),  Contributions during a Participant's  taxable year (which
          is  presumed  to be a  calendar  year)  may  not  exceed  the  amounts
          described  below, as adjusted or otherwise  determined under the Code.
          (For taxable years beginning before 2002,  references to Code Sections
          402(e)(6),  403(b)(10), and 457(e)(16) in the preceding sentence shall
          be  deleted.  References  to such  Code  Sections  for  taxable  years
          beginning  after 2010 shall also be deleted,  unless the Code requires
          reference to such Code Sections in this contract after 2010.):

          (1)  if  this  is  a  Code  Section  408(b)   traditional   individual
               retirement  annuity (XXX) (not a SEP or a SIMPLE XXX), the dollar
               amount  in  effect  for that  taxable  year  under  Code  Section
               219(b)(1)(A), as follows:

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               (A)  (i) $2,000 for any taxable year beginning before 2002, and

                    (ii) $2,000  for  any  taxable  year  beginning  after  2010
                         (unless the Code ceases to apply this $2,000 amount for
                         any taxable year beginning after 2010);

               (B)  $3,000 for any taxable year beginning in 2002 through 2004;

               (C)  $4,000 for any taxable year  beginning in 2005 through 2007;
                    and

               (D)  $5,000  for any  taxable  year  beginning  in 2008 and years
                    thereafter  (unless  adjusted  for taxable  years  beginning
                    after 2010 as described in Subsection (b)(1)(A)(ii) above).

               After 2008,  the limit will be adjusted by the  Secretary  of the
               Treasury  for   cost-of-living   increases   under  Code  Section
               219(b)(5)(C).  Such  adjustments  will be in  multiples  of $500.
               (This provision  ceases to apply to taxable years beginning after
               2010 unless the Code requires its  application  to such post-2010
               years.)

               For a Participant age 50 or older, the annual  Contribution limit
               is  increased  by $500 for any  taxable  year  beginning  in 2002
               through 2005,  and $1,000 for any taxable year  beginning in 2006
               and years thereafter.  (This provision ceases to apply to taxable
               years   beginning   after  2010  unless  the  Code  requires  its
               application to such post-2010 years.)

          (2)  if this is a Code  Section  408(k)  Simplified  Employee  Pension
               (SEP),  the  dollar  amount in effect  for that  taxable  year as
               determined pursuant to Code Section 408(j).

          (3)  if this  is a Code  Section  408(p)  SIMPLE  XXX (an XXX  used in
               conjunction with a Simple Retirement  Account (SIMPLE XXX plan)),
               this contract will accept only:

               (A)  a cash  Contribution  made by a  Participant's  employer  on
                    behalf of the  Participant  under the  SIMPLE  XXX plan that
                    meets the  requirements  of Code Section 408(p) in an amount
                    not to exceed the dollar  amount in effect for that  taxable
                    year under Code Section 408(p), and

               (B)  a rollover Contribution or a transfer of assets from another
                    SIMPLE XXX for the Participant.

               No other Contributions will be accepted.

     (c)  If this contract is not a SIMPLE XXX, then,  notwithstanding any other
          provisions of this contract,  no Contribution will be accepted under a
          Code Section  408(p) SIMPLE XXX plan  established  by a  Participant's
          employer,  with the  exception  that a transfer  or  rollover of funds
          attributable to contributions  made by a Participant's  employer under
          its  SIMPLE  XXX plan  will be  accepted  from a SIMPLE  XXX after the
          expiration of the 2-year period  beginning on the date the Participant
          first participated in that employer's SIMPLE XXX plan.]

     (d)  Refunds of  Contributions  (other than excess  Contributions)  will be
          applied  before the close of the calendar  year  following the year of
          such refund toward the payment of future Contributions or the purchase
          of additional benefits.

*    Transfers to or from Other Retirement Programs:  If permitted by applicable
     state and federal  law, we may accept,  or may  initiate  the  transfer of,
     amounts  transferred  from  other  retirement  programs.  Such  transferred
     amounts, as

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     identified  to us,  are  credited  as a  rollover  Contribution  under  the
     appropriate  Participant  Account and are tracked  within this  contract as
     required by applicable state and federal law.

     [If this  contract is a SIMPLE XXX,  prior to the  expiration of the 2-year
     period  beginning on the date the  Participant  first  participated  in any
     SIMPLE XXX plan maintained by the Participant's  employer,  any rollover or
     transfer by the  Participant  of funds from this  contract  must be made to
     another SIMPLE XXX of the  Participant.  Any  distribution  of funds to the
     Participant  during this 2-year  period may be subject to a 25%  additional
     tax if the  Participant  does not roll over the amount  distributed  into a
     SIMPLE XXX. After the expiration of this 2-year period, the Participant may
     roll over or transfer funds to any XXX of his that is qualified  under Code
     Section Section 408(a), (b), or (p), or to another eligible retirement plan
     described in Code Section 402(c)(8)(B).]

*    Death Benefits:

     [(a) (1) If the Participant dies before his Annuity  Commencement Date, his
          entire interest will be distributed at least as rapidly as follows:

               (A)  If  the  designated  beneficiary  is not  the  Participant's
                    surviving  spouse,  the entire interest will be distributed,
                    beginning  on or before  December  31 of the  calendar  year
                    immediately   following  the  calendar  year  in  which  the
                    Participant died, over the remaining life expectancy of such
                    designated  beneficiary.  Such life expectancy is determined
                    using the age of the  beneficiary  as of his birthday in the
                    year  following the year of the  Participant's  death or, if
                    elected, in accordance with Subsection (a)(1)(C) below.

               (B)  If the  sole  designated  beneficiary  is the  Participant's
                    surviving  spouse,  the entire interest will be distributed,
                    beginning  on or before  December  31 of the  calendar  year
                    immediately   following  the  calendar  year  in  which  the
                    Participant  died  (or by the  end of the  calendar  year in
                    which the  Participant  would have  attained  age 70 1/2, if
                    later),   over  such  spouse's  life  or,  if  elected,   in
                    accordance with Subsection (a)(1)(C) below. If the surviving
                    spouse dies before required  distributions  commence to him,
                    the remaining interest will be distributed,  beginning on or
                    before   December  31  of  the  calendar  year   immediately
                    following the calendar  year in which the spouse died,  over
                    the  spouse's   designated   beneficiary's   remaining  life
                    expectancy determined using such beneficiary's age as of his
                    birthday in the year following the death of the spouse,  or,
                    if  elected,   will  be  distributed   in  accordance   with
                    Subsection  (a)(1)(C)  below.  If the surviving  spouse dies
                    after required  distributions commence to him, any remaining
                    interest will continue to be  distributed  under the payment
                    option chosen.

               (C)  If there is no designated  beneficiary,  or if applicable by
                    operation of Subsection  (a)(1)(A) or (B) above,  the entire
                    interest  will be  distributed  no later than December 31 of
                    the calendar year  containing  the fifth  anniversary of the
                    Participant's death (or of the spouse's death in the case of
                    the  surviving  spouse's  death  before   distributions  are
                    required to begin under Subsection (a)(1)(B) above).

               (D)  Life expectancy is determined using the Single Life Table in
                    Q&A-1  of   Section   1.401(a)(9)-9   of  the   Income   Tax
                    Regulations.  If distributions are being made to a surviving
                    spouse as the sole  designated  beneficiary,  such  spouse's
                    remaining  life  expectancy  for a year is the number in the
                    Single Life Table  corresponding to such spouse's age in the
                    year. In all other cases,  remaining  life  expectancy for a
                    year is the number in the Single Life Table corresponding to
                    the beneficiary's age in the

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                    year  specified  in  Subsection  (a)(1)(A)  or (B) above and
                    reduced by 1 for each subsequent year.

          (2)  If the  Participant  dies on or after  his  Annuity  Commencement
               Date,  any interest  remaining  under the benefit  payment option
               selected  will  continue  to be  distributed  under that  benefit
               payment option.

          (3)  The   Participant's   "interest"   includes  the  amount  of  any
               outstanding  rollover,  transfer,  and  recharacterization  under
               Q&As-7  and -8 of Section  1.408-8 of the Income Tax  Regulations
               and the actuarial value of any other benefits  provided under the
               contract, such as guaranteed death benefits.

          (4)  For  purposes  of  Subsection  (a)(1)  and  (2)  above,  required
               distributions  are  considered  to commence on the  Participant's
               required   beginning  date  or,  if   applicable,   on  the  date
               distributions are required to begin to the surviving spouse under
               Subsection (a)(1)(B) above. However, if distributions start prior
               to  the  applicable  date  in  the  preceding  sentence,   on  an
               irrevocable  basis  (except  for  acceleration)  under an annuity
               contract  meeting the requirements of Section  1.401(a)(9)-6T  of
               the Temporary Income Tax Regulations, then required distributions
               are considered to commence on the annuity starting date.

     (b)  If the sole  designated  beneficiary  is the  Participant's  surviving
          spouse, such spouse may treat the Participant's  Account as his or her
          own XXX.  This  election  will be  deemed  to have  been  made if such
          surviving  spouse  makes  a  Contribution  to this  contract,  makes a
          rollover to this contract, or fails to take required  distributions as
          a beneficiary.]

*    [Distributions Before Death:

     (a)  Notwithstanding  any provision of this  contract to the contrary,  the
          distribution  of the  Participant's  interest in the contract  will be
          made in accordance with the requirements of Code Section 408(b)(3) and
          the regulations  issued  thereunder.  If distributions are not made in
          the  form  of  an  annuity  on  an   irrevocable   basis  (except  for
          acceleration),  then distribution of the Participant's interest in the
          contract  (as  determined  above  under  Subsection  (a)(3)  of "Death
          Benefits") must satisfy the requirements of Code Section 408(a)(6) and
          the regulations  issued  thereunder,  rather than the  requirements of
          Subsections (b), (c), and (d) below and "Death Benefits" above.

     (b)  The  Participant's  entire  interest will begin to be  distributed  no
          later than the first day of April following the calendar year in which
          the  Participant  attains age 70 1/2 (the "required  beginning  date")
          over (1) the life of the  Participant or the lives of the  Participant
          and his  designated  beneficiary or (2) a period certain not extending
          beyond the life  expectancy of the  Participant  or the joint and last
          survivor expectancy of the Participant and his designated beneficiary.
          Payments  will be made in periodic  payments at intervals of no longer
          than 1 year,  and must be either  nonincreasing  or they may  increase
          only as  provided  in Q&As-1 and -4 of Section  1.401(a)(9)-6T  of the
          Temporary Income Tax Regulations.  In addition,  any distribution must
          satisfy the  incidental  benefit  requirements  specified  in Q&A-2 of
          Section 1.401(a)(9)-6T.

     (c)  The  distribution  periods  described in  Subsection  (b) above cannot
          exceed  the  periods  specified  in  Section   1.401(a)(9)-6T  of  the
          Temporary Income Tax Regulations.

     (d)  The first required  payment can be made as late as April 1 of the year
          following the year the Participant attains age 70 1/2, and must be the
          payment that is required for one payment interval.  The second payment
          need not be made until the end of the next payment interval.]

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*    Statements and Reports: Reasonably promptly after the end of each [Contract
     Year  Quarter],  we will prepare a statement of the Account  Value for each
     Participant  Account that is maintained under this contract.  [We will also
     furnish any information  concerning required minimum  distributions that is
     required by the Internal Revenue Service.]

     [If this  contract  is a SIMPLE XXX and  Contributions  made on behalf of a
     Participant  under  a  SIMPLE  XXX  plan  maintained  by the  Participant's
     employer are received directly by us from the employer, we will provide the
     employer   with  the  summary   description   required   by  Code   Section
     408(1)(2)(B).]

*    Nonforfeitability and Nontransferability:  [A Participant's entire interest
     in this contract  (minus any  applicable  charges  under this  contract) is
     nonforfeitable and is  nontransferable  by the Participant.  No sum payable
     under this contract with respect to a  Participant  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 us. In addition,  to the extent permitted by law, no such
     sum shall in any way be subject to legal  process  requiring the payment of
     any claim against the payee.]

*    [SIMPLE XXX of  Designated  Financial  Institution:  If this  contract is a
     SIMPLE  XXX and it is  maintained  by a  designated  financial  institution
     within the meaning of Code Section  408(p)(7),  under the terms of a SIMPLE
     XXX plan of the Participant's  employer,  the Participant must be permitted
     to transfer his balance without cost or penalty (within the meaning of Code
     Section 408(p)(7) to another XXX of the Participant that is qualified under
     Code Section 408(a),  (b), or (p), or to another  eligible  retirement plan
     described in Code Section 402(c)(8)(B).]

        AMERICAN UNITED LIFE INSURANCE COMPANY(R)
        By: /s/ Xxxxx X. Xxxxxx

        [Chairman of the Board,
        President, & Chief Executive Officer]


        Attest
        By:  /s/ Xxxxxx X. Xxxxx
        [Secretary]


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