Contract

AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT THIS AMENDMENT NO. 4 TO FUND PARTICIPATION AGREEMENT is effective as of the 1st day of June, 2002, by and among AMERICAN UNITED LIFE INSURANCE COMPANY (the "Company"), the investment adviser of the Issuers, AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ("ACIM") and AMERICAN CENTURY INVESTMENT SERVICES, INC. (the "Distributor"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below). RECITALS WHEREAS, the Company, the Issuers and ACIM are parties to a certain Fund Participation Agreement dated March 1, 1994, as amended September 16, 1997, March 1, 1999 and May 1, 2001 (the "Agreement") in connection with the participation by the Funds (as defined in the Agreement) in individual and group annuity contracts to be issued through one or more separate accounts established by the Company under state law; and WHEREAS, the Company desires to revise the Agreement to make available as investment options under the contracts, one or more of the Investor Class and Advisor Class shares of the Funds made available by Distributor from time to time; WHEREAS, in connection with expanding the number of Funds available under the Agreement, the parties agree to add American Century Investment Services, Inc. (the "Distributor") as a party to the Agreement; and WHEREAS, in connection with expanding the number of Funds available under the Agreement, the parties have agreed to revise the reimbursement terms as set forth herein; and WHEREAS, the parties now desire to modify the Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein the parties hereto agree as follows: 1. Addition of Funds. The first paragraph of the Fund Participation Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof: "American United Life Insurance Company (the "Company") and the investment advisor to the Issuers, American Century Investment Management, Inc. ("ACIM") hereby agree to an arrangement whereby shares of one or more of the Investor Class and Advisor Class shares of the Funds as set forth on EXHIBIT A, attached hereto, made available by Distributor from time to time (the J:\LG\LG\FPA\Amendments\American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc "Funds") each of which is a series of mutual fund shares registered under the Investment Company Act of 1940, as amended, and issued by a registered investment company (collectively the "Issuers") shall be made available to serve as underlying investment media for Group Annuity Contracts ("Contracts") to be offered to the public by the Company, subject to the following provisions:" 2. Pricing Errors. The following language is hereby added to the Agreement as Section 3(e): "3(e). In the event adjustments are required to correct any error in the computation of the net asset value of any Fund's shares at the shareholder level as a result of a pricing error that is deemed to be material under the pricing policy of the Fund's Board of Directors or which Distributor otherwise deems necessary to correct at the shareholder level, Distributor shall notify the Company as soon as practicable after discovering the need for those adjustments which result in a reimbursement to the Company's clients. Notification shall be made by facsimile or by direct or indirect systems access acceptable to the Company. "If one or more of the Company's client accounts received amounts from any Fund in excess of the amounts to which it otherwise would have been entitled prior to an adjustment for an error, the Company will use its best efforts to collect such excess amounts from the applicable clients. "If an adjustment is to be made in accordance with this paragraph to correct an error which has caused a client account to receive an amount less than that to which it is entitled, the Fund shall use its best efforts to make all necessary adjustments to the number of shares owned in the account and/or distribute to the Company the amount of such underpayment for credit to the clients' subaccounts. "For purposes of making adjustments as provided above, the Funds will apply the same standards to all shareholders." 3. Administration of Accounts. The text of Section 7(a) of the Agreement is hereby deleted in its entirety and the following text is substituted in lieu thereof. "(a) In consideration of the Administrative Services (the "Administrative Services'') as set forth on EXHIBIT B attached hereto, and the performance of all other obligations under this Agreement by the Company, Distributor will pay the Company a fee J:\LG\LG\FPA\Amendments\American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc 2 per annum of the total average aggregate amount invested in Investor Class and Advisor Class shares of the Funds set forth on EXHIBIT A by the Company in accordance with the schedules set forth on EXHIBIT C." The text of Section 7(b) is hereby deleted in its entirety and the following text is substituted in lieu thereof: "(b) In consideration of the performance of the distribution services specified on EXHIBIT D, attached hereto (the "Distribution Services") by the Company, Distributor will pay the Company a fee (the "Distribution Fee") of 25 basis points (0.25%) of the average aggregate amount invested by the Company in the Advisor Class shares of the Funds under this Agreement." 4. Termination. The text of Section 8(g)entirety of the Agreement is hereby deleted in itsand the following text is substituted in lieu thereof "(g) Upon assignment of this Agreement by either Party." The following text is hereby added to the Agreement as Section 8(i) and the remaining section shall be relettered accordingly. "(i) by a vote of a majority of the independent directors of the Funds; and" 5. Miscellaneous. The text of Section 14(c) is hereby deleted in its entirety and the following text is substituted in lieu thereof. "(c) Successors and Assigns. This Agreement may not be assigned and will be terminated automatically upon any attempted assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto." The text of Section 14(f) is hereby deleted in its entirety and the following text is substituted in lieu thereof "(f) This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all prior agreements and understanding relating to the subject matter hereof and specifically the agreement dated March 1, 1994 as amended September 3, 1997, March 1, 1999 and May 1, 2001 between American United Life Insurance Company, J:\LG\LG\FPA\Amendments\American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc 3 American Century Investment Management, Inc. and American Century J:\LG\LG\FPA\AmendmentsWmerican United Life Ins.Co. Amend No.4 to Agmt No. Mot: 4 Mutual Funds, Inc., with respect to offering the International Growth Fund, the Small Cap Value Fund and the Equity Income Fund." 6. Ratification. In the event of a conflict between the terms of this Amendment No. 4 and the Agreement, it is the intention of the parties that the terms of this Amendment No.4 shall control and the Agreement shall be interpreted on that basis. To the extent the provisions of the Agreement have not been amended by this Amendment No. 4, the parties hereby confirm and ratify the Agreement. 7. Countemarts. This Amendment No. 4 may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one instrument. 8. Full Force and Effect. Except as expressly supplemented, amended or consented to hereby, all of the representations, warranties, terms, covenants and conditions of the Agreement shall remain unamended and shall continue to be in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 4 as of the date first above written. AMERICAN UNITED LIFE AMERICAN CENTURY INVESTMENT INSURANCE COMPANY MANAGEMENT, INC. By: /s/ Michael Grimme By: /s/ William M. Lyons Name: Michael Grimme Name: William M. Lyons Title: VP Marketing Title: President AMERICAN CENTURY INVESTMENT SERVICES, INC. By: /s/ William M. Lyons Name: William M. Lyons Title: Executive Vice President

EXHIBIT A FUNDS AVAILABLE -INVESTOR CLASS Funds Eligible for Funds With a 25 bps Funds With a Funds With NO TIERED Reimb. Reimb.Cap 5 bps Reimb. Cap Service Reimbursement Total Expense Total Expense Ratio Total Expense Ratio Total Expense Ratio > 75 bps* between 56 bps -74 bps between 46 bps -55 bps Ratio * bps = basis points J:U.GU.G\F'PA\Amrndments4American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc EXHIBIT A (Continued) FUNDS AVAILABLE -ADVISOR CLASS
Funds Eligible for Funds With a 25 bps Funds With a 5 bps Funds With 35 bps* Reimb. Reimb. Cap Total Reimb. Cap Total NO Service Total Expense Expense Ratio Expense Ratio Reimbursement Total Ratio > 100 bps between 81 bps-99 bps between 71 bps - 80 bps Expense Ratio * bps = basis points J:\LG\LG\FPA\Amendments~Ametican United Life Ins.Co. Amend No.4 to Agmt No. 3.doc EXHIBIT B ADMINISTRATIVE SERVICES Pursuant to the Agreement to which this is attached, the Company shall perform all administrative and shareholder services required or requested under the Contracts with respect to the Contract owners, including, but not limited to, the following: 1. Maintain separate records for each Contract owner, which records shall reflect the shares purchased and redeemed and share balances of such Contract owners. The Company will maintain a single master account with each Fund on behalf of the Contract owners and such account shall be in the name of the Company (or its nominee) as the record owner of shares owned by the Contract owners. 2. Disburse or credit to the Contract owners all proceeds of redemptions of shares of the Funds and all dividends and other distributions not reinvested in shares of the Funds. 3. Prepare and transmit to the Contract owners, as required by law or the Contracts, periodic statements showing the total number of shares owned by the Contract owners as of the statement closing date, purchases and redemptions of Fund shares by the Contract owners during the period covered by the statement and the dividends and other distributions paid during the statement period (whether paid in cash or reinvested in Fund shares), and such other information as may be required, from time to time, by the Contracts. 4. Transmit purchase and redemption orders to the Funds on behalf of the Contract owners in accordance with the procedures set forth in Section 3 to the Agreement. 5. Distribute to the Contract owners copies of the Funds' prospectus, proxy materials, periodic fund reports to shareholders and other materials that the Funds are required by law or otherwise to provide to their shareholders or prospective shareholders. 6. Maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services for the Contracts. J:\LG\LG\FPA\Amendments\American United Life Ins.Co. Amend NoA to Agmt No. 3.doc EXHIBIT C APPLICABLE FEES Investor Class No Administrative Services Fee shall be paid on any Investor Class Funds with an expense ratio at or below 45 basis points. An Administrative Services Fee of 5 basis points shall be paid on any Investor Class Funds with an expense ratio between 46 basis points and 55 basis points. An Administrative Services Fee of 25 basis points shall be paid on any Investor Class Funds with an expense ratio between 56 basis points and 74 basis points. An Administrative Services Fee in accordance with the schedule below shall be paid on any Investor Class Funds with an expense ratio greater than or equal to 75 basis points. Assets(1) Fee Assets between $0 - $500 million 25.0 basis points Assets > $500 million 30.0 basis points Advisor Class No Administrative Services Fee shall be paid on any Advisor Class Funds with an expense ratio less than or equal to 70 basis points. An Administrative Services Fee of 5 basis points shall be paid on any Advisor Class Funds with an expense ratio between 71 basis points and 80 basis points. An Administrative Services Fee of 25 basis points shall be paid on any Advisor Class Funds with an expense ratio between 81 basis points and 99 basis points. An Administrative Services Fee of 35 basis points shall be paid on any Advisor Class Funds with an expense ratio greater than or equal to 100 basis points. The expense ratio of each Fund is set forth in each Fund's then-current prospectus. 1. The total asset level shall include only those Funds that meet the requirements for reimbursement in accordance with the applicable fees as set forth above. The total asset level shall be determined by aggregating the assets invested in the Investor Class shares of the Funds by the Company with the assets invested in the Class I VP shares of the Funds by the Company under the Agreement dated 3/1/94, as amended. J:\LG\LG\FPAWmendments\American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc EXHIBIT D DISTRIBUTION SERVICES Pursuant to the Agreement to which this is attached, the Company shall perform distribution services for Advisor Class shares of the Funds, including, but not limited to, the following: 1. Receive and answer correspondence from prospective shareholders, including distributing prospectuses, statements of additional information, and shareholder reports. 2. Provide facilities to answer questions from prospective investors about Fund shares. 3. Assist investors in completing application forms and selecting dividend and other account options. 4. Provide other reasonable assistance in connection with the distribution of Fund shares. J:\LG\LG\FPAWmendments\American United Life Ins.Co. Amend No.4 to Agmt No. 3.doc