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                             FORM N-6, ITEM 26(f)
                DEPOSITOR'S CERTIFICATE OF INCORPORATION & BYLAWS
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                                STATE OF INDIANA
                        OFFICE OF THE SECRETARY OF STATE

                      August G. Mueller, Secretary of State


To Whom These Presents Come, Greeting:

WHEREAS,  there have been  presented to me at this office  Articles of Merger in
forty-eight   copies   whereby   AMERICAN   CENTRAL  LIFE   INSURANCE   COMPANY,
non-surviving  corporation,  is merged  into the UNITED  MUTUAL  LIFE  INSURANCE
COMPANY, surviving corporation, showing no capital stock, hereinafter designated
as the AMERICAN UNITED LIFE INSURANCE COMPANY.

Said Articles of Merger  having been prepared and signed in accordance  with "An
Act Concerning Insurance and Declaring an Emergency", approved March 8, 1935.

WHEREAS, upon due examination, I find that they conform to law:

NOW, THEREFORE,  I hereby certify that I have this day endorsed my approval upon
the forty-eight  copies of Articles so presented,  and, having received the fees
required  by law,  in the sum of $6.50,  have filed one copy of the  Articles in
this  office and  returned  forty-seven  copies  bearing the  endorsement  of my
approval to the  surviving  corporation.  I further  certify that said  American
Central  Life  Insurance  Company is duly merged  into said  United  Mutual Life
Insurance  Company  and that the name of the latter is duly  changed to AMERICAN
UNITED LIFE INSURANCE COMPANY,  and that Section 125 of said Act, approved March
8, 1935,  provides  that all  property,  assets  and rights of every  nature and
wherever  situated owned by the  non-surviving  corporation  are transferred and
vested in the surviving corporation.


In Witness  Whereof,  I have  hereunto  set my hand and  affixed the seal of the
State of Indiana at the City of Indianapolis, this 31st day of December, 1936

 [SEAL]

at the hour of 5:00 o'clock P.M.

                                        /s/ August G. Mueller
                                        ---------------------
                                        Secretary of State

                                        By: /s/ Joseph O. Hoffman
                                        -------------------------
                                        Deputy