RETIREMAP VARIABLE ACCOUNT
N-4 EL, 1996-09-23
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<PAGE>
 

                                              File Nos. 333-______, 811-________

As filed with the Securities and Exchange Commission on September 23, 1996

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM N-4
                                   --------

       Registration Statement Under the Securities Act of 1933          [X]
                       Pre-Effective Amendment No. ____                 [_]
                       Post-Effective Amendment No. ____                [_]
                                    and/or
       Registration Statement Under the Investment Company Act of 1940  [X]
                              Amendment No. ____                        [_]
                      (Check appropriate box or boxes.)

                          RetireMAP Variable Account
                          (Exact Name of Registrant)

                   United Investors Life Insurance Company
                             (Name of Depositor) 

                            2001 Third Avenue South
                          Birmingham, Alabama  35233
             (Address of Depositor's Principal Executive Office)

                 Depositor's Telephone Number:  (205) 325-4300

                          James L. Sedgwick, Esquire
                    United Investors Life Insurance Company
                            2001 Third Avenue South
                          Birmingham, Alabama  35233
                    (Name and Address of Agent for Service)

                                   Copy to:
                         Frederick R. Bellamy, Esquire
                         Sutherland, Asbill & Brennan
                        1275 Pennsylvania Avenue, N.W.
                         Washington, D.C. 20004-2404

                 Approximate Date of Proposed Public Offering:
   As soon as practicable after effectiveness of the Registration Statement
                  --------------------------------------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant 
declares that an indefinite amount of securities is being registered under the 
Securities Act of 1933.  The amount of the filing fee is $500.
                  --------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates 
as may be necessary to delay its effective date until the Registrant shall file 
a further amendment which specifically states that this Registration Statement 
shall thereafter become effective in accordance with Section 8(a) of the 
Securities Act of 1933 or until the Registration Statement shall become 
effective on such date as the Commission, action pursuant to said Section 8(a),
shall determine.
<PAGE>
 
                             Cross Reference Sheet
           Pursuant to Rule 481 (a) under the Securities Act of 1933

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

- --------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 
                                    Part A
                                    ------
Item of Form N-4                               Prospectus Caption
- ----------------                               ------------------
<S>                                            <C> 
1. Cover Page...........................       Cover page
2. Definition...........................       Definitions
3. Synopsis.............................       Summary
4. Condensed Financial Information......       N/A
5. General 
   (a) Depositor........................       United Investors Life Insurance
                                               Company
   (b) Registrant.......................       RetireMap Variable Account
   (c) Portfolio Company................       Charges and Deductions
   (d) Fund Prospectus..................       The Funds
   (e) Voting Rights....................       Voting Rights
   (f) Administrators...................       Summary
6. Deductions and Expense...............       Charges and Deductions
   (a) General..........................       Charges and Deductions
   (b) Sales Load Percentage............       Charges and Deductions
   (c) Special Purchase Plan............       Charges and Deductions
   (d) Commissions......................       Distributor of the Policies
   (e) Expenses-Registrant..............       Federal Taxes
   (f) Fund Expenses....................       The Funds
   (g) Organizational Expenses..........       N/A
7. Contracts
   (a) Persons with Rights..............       The Policy; Annuity Payments;
                                               Voting Rights
   (b)   (i) Allocation of Premium
             Payments...................       Allocation of Purchase Payments
        (ii) Transfers..................       Transfers
       (iii) Exchanges.................        N/A
   (c) Changes..........................       Additions, Deletions or
                                               Substitutions of Investments
   (d) Inquiries........................       Summary
8. Annuity Period.......................       Annuity Payments
9. Death Benefit........................       Death Benefits
10.Purchases and Contract Value
   (a) Purchases........................       Purchase Payments and Allocation
                                               of Purchase Payments
   (b) Valuation........................       Policy Value 
   (c) Daily calculation................       Policy Value
   (d) Underwriter......................       Distributor of the Policies
</TABLE> 
 



<PAGE>
 
Item of Form N-4                             Prospectus Caption
- ----------------                             ------------------

11. Redemptions
    (a) - By Owners......................    Surrender and Partial Withdrawals
        - By Annuitant...................    N/A
    (b) Texas ORP........................    Surrender and Partial Withdrawals
    (c) Check Delay......................    Surrender and partial Withdrawals
    (d) Lapse............................    N/A
    (e) Free Look........................    Free Look Period
12. Taxes................................    Federal Tax Matters
13. Legal Proceedings....................    Legal Proceedings
14. Table of Contents of the Statement
    of Additional Information............    Statement of Additional
                                             Information


                                    Part B
                                    ------

                                             Statement of Additional
Item of Form N-4                             Information Caption
- ----------------                             -----------------------

15. Cover Page...........................    Cover Page
16. Table of Contents....................    Table of Contents
17. General Information and History......    N/A
18. Services
    (a) Fees and Expenses of Registrant..    N/A
    (b) Management Contracts.............    N/A
    (c) Custodian........................    N/A
        Independent Public Accountant....    Experts
    (d) Assets of Registrant.............    Safekeeping of Variable
                                             Account Assets
    (e) Affiliated Persons...............    N/A
    (f) Principal Underwriter............    Distribution of the Policy
19. Purchase of Securities Being
    Offered..............................    Distribution of the Policy
20. Underwriters.........................    Distribution of the Policy
21. Calculation of Performance Data......    Performance Data Calculations
22. Annuity Payments.....................    The Policy; Determination of
                                             Annuity Payments
23. Financial Statements.................    Financial Statements



<PAGE>
 
UNITED INVESTORS

RETIREMAP/SM/                                                 ________ __, 1996
VARIABLE ANNUITY

PROSPECTUS

This Prospectus describes the RetireMAP Deferred Variable Annuity Policy 
("Policy") issued by United Investors Life Insurance Company ("United 
Investors"). The Policy can be purchased with a single minimum Purchase Payment 
of $2,000 (for tax qualified policies, the minimum Purchase Payment is lower). 
Additional Purchase Payments may be made in amounts of $100 or more. No Policy 
will be issued if either the Annuitant or the Owner is over age 85 last 
birthday.

The Owner may choose to allocate Purchase Payments among the [seventeen (17)] 
Investment Divisions ("Investment Divisions") of the RetireMAP Variable Account 
("the Variable Account"), to the Fixed Account which provides guaranteed 
interest accumulation, or to a combination of both. In addition, the Owner can 
transfer values among the Investment Divisions and/or the Fixed Account. (See 
"Transfers," for restrictions on transfers.) Assets of each Investment Division 
are invested in a corresponding mutual fund portfolio. The following Portfolios 
of the Funds are currently available under the Policy:

TMK/United Funds, Inc.                   XYZ Fund, Inc.
    Money Market Portfolio                    Portfolio A
    Bond Portfolio                            Portfolio B
    High Income Portfolio                     Portfolio C
    Growth Portfolio                          Portfolio D
    Income Portfolio                          Portfolio E
    International Portfolio                   Portfolio F
    Small Cap Portfolio                       Portfolio G
    Balanced Portfolio
    Limited-Term Bond Portfolio
    Asset Strategy Portfolio

The Policy Value will vary in accordance with the investment performance of the 
Investment Divisions selected by the Owner. Therefore, the Owner bears the 
entire investment risk under the Policy for all Purchase Payments allocated to 
the Variable Account. United Investors guarantees that Purchase Payments 
allocated to the Fixed Account will earn interest at a rate of not less than the
Guaranteed Minimum Interest Rate of 4% per year.

The Owner can surrender the Policy for cash or make a partial cash withdrawal 
(collectively, "Withdrawals"), although Withdrawals may be taxable and subject 
to a withdrawal charge and tax penalty.

This Prospectus sets forth the basic information that a prospective investor 
should know before investing. A "Statement of Additional Information" containing
more detailed information about the Policy and the Variable Account is available
free by writing United Investors at United Investors Life Insurance Company, 
Variable Products Division, P.O. Box 156, Birmingham, Alabama 35201-0156, or by 
calling (205) 325-4300. The Statement of Additional Information, which has the 
same date as this Prospectus, has been filed with the U.S. Securities and 
Exchange Commission and is incorporated herein by reference. The table of 
contents for the Statement of Additional Information is included at the end of 
this Prospectus.

<PAGE>
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE U.S
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The Policies are not deposits or obligations of, or endorsed or guaranteed by, 
any bank, nor are they federally insured by the Federal Deposit Insurance 
Corporation or any other agency.  An investment in the Policies involves certain
risks, including possible loss of principal.

Please Read This Prospectus Carefully And Retain It For Future Reference.

Issued By             United Investors Life Insurance Company
                      2001 Third Avenue South
                      Birmingham, Alabama 35233
- --------------------------------------------------------------------------------
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
DEFINITIONS................................................................   i

SUMMARY....................................................................   1

PERFORMANCE DATA...........................................................   9

PUBLISHED RATINGS..........................................................   9

UNITED INVESTORS LIFE INSURANCE COMPANY AND
RETIREMAP VARIABLE ACCOUNT.................................................  10
        United Investors Life Insurance Company............................  10
        RetireMAP Variable Account.........................................  10
        The Funds..........................................................  11
        Fund Management and Fees...........................................  13

FIXED ACCOUNT..............................................................  13

THE POLICY.................................................................  14
        Issuance of a Policy...............................................  14
        Purchase Payments..................................................  15
        Allocation of Purchase Payments....................................  15
        Policy Value.......................................................  15
        Surrender and Partial Withdrawals..................................  16
        Transfers..........................................................  18
        Dollar Cost Averaging..............................................  19
        Death Benefit......................................................  20
        Free Look Period...................................................  21

CHARGES AND DEDUCTIONS.....................................................  22
        Withdrawal Charge..................................................  22
        Waiver of Withdrawal Charges Rider.................................  23
        Annual Contract Maintenance Charge.................................  23
        Administration Fee.................................................  23
        Reduction In Charges For Certain Groups............................  24
        Mortality and Expense Risk Charge..................................  24
        Optional Death Benefit Rider Charge................................  25
        Transaction Charge.................................................  25
        Premium Taxes......................................................  25
        Federal Taxes......................................................  25
        Fund Expenses......................................................  25
</TABLE>
        
<PAGE>
 
ANNUITY PAYMENTS.......................................................  26
        Election of Payment Option.....................................  26
        Retirement Date................................................  26
        Available Options..............................................  26

DISTRIBUTOR OF THE POLICIES............................................  28

FEDERAL TAX MATTERS....................................................  28
        Introduction...................................................  28
        Taxation of Annuities in General...............................  29

VOTING RIGHTS..........................................................  33

LEGAL PROCEEDINGS......................................................  33

FINANCIAL STATEMENTS...................................................  34

STATEMENT OF ADDITIONAL INFORMATION....................................  35

                  The Policy is not available in all States.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH 
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS 
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION 
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN 
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
<PAGE>
 
                                  DEFINITIONS

- --------------------------------------------------------------------------------

Annuitant................ means the person on whose life Annuity Payments
                          depend. If the Policyowner names more than one person
                          as an "Annuitant," the second person is referred to as
                          "Co-Annuitant." All provisions based on the date of
                          death of the "Annuitant" prior to the Retirement Date
                          are based on the date of death of the last to survive
                          of the "Annuitant" or "Co-Annuitant." The "Annuitant"
                          and "Co-Annuitant" are referred to collectively as the
                          "Annuitant."

Annuity Payment.......... means an amount paid monthly, starting on the
                          Retirement Date, by United Investors to the Annuitant
                          or any other payee.

Annuity Payment Option... means any one of the payment options available under 
                          the Policy.

Beneficiary.............. means the person, persons or entity entitled to Death
                          Benefit proceeds under this Policy upon death of the
                          Owner (or Annuitant if the Owner is not a natural
                          person) before the Retirement Date. If the Policy has
                          Joint Owners and one Owner dies, the surviving Joint
                          Owner will be deemed the Beneficiary.

Death Benefit............ means the benefit payable upon death of the Owner (or
                          Annuitant if the Owner is not a natural person) before
                          the Retirement Date.

Fixed Account............ is a part of the General Account of United Investors
                          Life Insurance Company. The General Account consists
                          of all assets of United Investors Life Insurance
                          Company other than those in any separate account.

Fixed Account Value...... means the value of the Fixed Account under the Policy.

Fixed Annuity............ means an annuity with payments which remain fixed in
                          amount throughout the payment period and, unlike a
                          Variable Annuity, do not vary with the investment
                          experience of the variable Investment Divisions.

                                      -i-

<PAGE>

 
Funds....................... means the mutual funds of which certain portfolios
                             are available for investment by the Variable
                             Account on the Policy Date or as later changed by
                             us.

Guaranteed Minimum           means the minimum effective annual rate at which
 Interest Rate.............. interest will be credited to amounts allocated to
                             the Fixed Account under the Policy. The Guaran-
                             teed Minimum Interest Rate is 4% per year.

Joint Owner................. means the persons named as the Joint Owner in the
                             application, unless he or she has assigned
                             ownership to someone else.

Net Purchase Payment........ means a Purchase Payment less any deduction for
                             premium taxes incurred at the time the Purchase
                             Payment was accepted.

Nonqualified Policies....... means Policies not used in connection with certain
                             plans that qualify for special Federal income tax
                             treatment.

Policy Anniversary.......... means the same day and month as the Policy Date
                             each year that the Policy remains in force.

Policy Date................. means the date the Policy becomes effective, and
                             the date from which Policy Anniversaries and Policy
                             Years are determined.

Policy Value................ means the Variable Account Value plus the Fixed
                             Account Value prior to the Retirement Date.

Policy Year................. means a year that starts on the Policy Date or on
                             a Policy Anniversary.

Policyowner or Owner........ means the person named as the owner in the applica-
                             tion, unless he or she has assigned ownership to
                             someone else.

Purchase Payment............ means any payment made by the Policyowner under
                             the Policy.

Qualified Policies.......... means Policies used in connection with certain
                             plans that qualify for special Federal income
                             tax treatment.

Retirement Date............. is the date on which the Annuity Payments start.


                                     -ii-

<PAGE>
 
Surrender Value..........   means the Policy Value less any Withdrawal Charge,
                            the Annual Contract Maintenance Charge, an Optional
                            Death Benefit Rider Charge (if applicable deductions
                            for premium taxes.

Valuation Date...........   means a normal business day, Monday through Friday.
                            However, we will not value the Policy on any
                            customary U.S. business holiday when the New York
                            Stock Exchange is not open for trading. Those
                            holidays currently are New Year's Day, Presidents'
                            Day, Good Friday, Memorial Day, Independence Day,
                            Labor Day, Thanksgiving Day, and Christmas Day.

Valuation Period.........   means the interval of time commencing at the close
                            of business of the New York Stock Exchange on each
                            Valuation Date and ending at the close of business
                            of the New York Stock Exchange on the next Valuation
                            Date.

Variable Account Value...   means the sum of all values of the Investment 
                            Divisions of the Variable Account under the Policy.

Variable Annuity.........   means an annuity with payments which vary in amount
                            with the investment experience of one or more of the
                            variable Investment Divisions.

We.......................   means United Investors Life Insurance Company. "Us" 
                            and "our" also refer to United Investors.

Written Request or Written
 Notice..................   means a request or notice in writing signed by the 
                            Policyowner.

You......................   means the owner of the Policy. "Your" and "yours" 
                            also refer to the Policyowner.

                                    - iii -
<PAGE>
 

                                    SUMMARY

        The following summary of Prospectus information should be read in 
conjunction with the detailed information appearing elsewhere in this 
Prospectus.

        The Policy.  The Policy is designed to aid individuals in long-term 
financial planning and provides for the accumulation of capital on a 
tax-deferred basis for retirement or other long-term purposes.  The Policy also 
provides Annuity Payments after the Retirement Date.  The Owner may select from 
a number of Annuity Payment Options, including a life annuity, joint life 
annuity, and life annuity for a guaranteed period.  Annuity Payments may be on a
variable basis, a fixed basis, or a combination thereof.  (See "Annuity 
Payments.")

        The Policy is issued in consideration of the application and payment of 
the initial Purchase Payment.  The minimum initial Purchase Payment for 
non-qualified policies is $2,000.  For qualified plans, the initial Purchase 
Payment must be at least $1,200, unless Purchase Payments will be made by means 
of a bank draft authorization or a group payment method approved in advance by 
us.  (See "Purchase Payments.")  The Policy can be purchased for a single 
Purchase Payment.  However, additional Purchase Payments may be paid at the 
Policyowner's option (within certain limits).  (See "Purchase Payments.") The 
Policy can be purchased on a non-qualified tax basis or it can be purchased and 
used in connection with plans qualifying for favorable Federal income tax 
treatment.

        The Variable Account.  The Variable Account currently has [17] 
Investment Divisions.  Each Investment Division invests solely in shares of a 
corresponding mutual fund portfolio of one of several Funds.  Currently the 
following [seventeen] separate investment portfolios are available:

TMK/United Funds, Inc.                       XYZ Fund, Inc.
    Money Market Portfolio                        Portfolio A
    Bond Portfolio                                Portfolio B
    High Income Portfolio                         Portfolio C
    Growth Portfolio                              Portfolio D
    Income Portfolio                              Portfolio E
    International Portfolio                       Portfolio F
    Small Cap Portfolio                           Portfolio G
    Balanced Portfolio
    Limited-Term Bond Portfolio
    Asset Strategy Portfolio

Each of these Portfolios has a different investment objective. (See "The 
Funds.")

    The Policyowner determines the allocation of Purchase Payments and Policy 
Value among the Investment Divisions of the Variable Account.  Because the 
Policy Value depends on the investment experience of the selected Investment 
Divisions, the Owner bears the entire investment


                                     - 1 -
<PAGE>
 
risk under the Policy for all Purchase Payments allocated to, and amounts 
transferred to, the Variable Account.  (See "Allocation of Purchase Payments.")
Prior to the Retirement Date, the Policyowner may transfer the Policy Value from
one Investment Division to one or more other Investment Divisions up to twelve 
times per Policy Year at no cost.  After the Retirement Date, the Annuitant may 
reallocate the value of the Annuitant's interest in the Investment Divisions 
once each Policy Year at no cost.  (See "Transfers.")

        The Fixed Account.  The Fixed Account is A part of the General Account 
of United Investors Life Insurance Company.  The General Account consists of 
all assets of United Investors Life Insurance Company other than those in any 
separate account.  We guarantee that we will credit interest at a rate of not 
less than the Guaranteed Minimum Interest Rate of 4% per year to amounts 
allocated to the Fixed Account.  We may credit interest at a rate in excess of 
the Guaranteed Minimum Interest Rate.  Any excess interest credited will be 
determined in our sole discretion.  The Owner assumes the risk that interest 
credited to Fixed Account allocations may not exceed the Guaranteed Minimum 
Interest Rate.  The Fixed Account may not be available in all states.  (See 
"Fixed Account.")

        The Policyowner determines the allocation of Purchase Payments and 
Policy Value to the Fixed Account.  Prior to the Retirement Date, the 
Policyowner may transfer all of part of the values held in the Fixed Account to 
one or more of the Investment Divisions of the Variable Account, subject to 
certain restrictions.  (See "Transfers.")  After the Retirement Date, transfers 
from the Fixed Account to the Investment Divisions of the Variable Account are 
not allowed.  After the Retirement Date values held in the Investment Divisions 
of the Variable Account may be transferred to the Fixed Account only once per 
policy year. (See "Transfers.")

        Policy Value.  On the Policy Date, the Policy Value equals the initial 
Purchase Payment less any applicable premium taxes plus any accrued interest 
from the date of receipt of the initial Purchase Payment to the Policy Date.  
Thereafter, the Policy Value will increase or decrease from day to day depending
on the investment experience of the selected Investment Divisions.

        The Policy Value is equal to the Variable Account Value plus the Fixed 
Account Value prior to the Retirement Date.  (See "Fixed Account.")  Variable 
Account Value is not guaranteed.  The Policy Value will reflect the investment 
performance of the selected Investment Divisions, the charges imposed in 
connection with the Policy, and indirectly the expenses of the Portfolios.  (See
"Policy Value.")  Accordingly, although the Policy offers the possibility that 
the Policy Value will increase, there is no assurance that it will increase, and
it may decrease.

        Surrender and Partial Withdrawals.  You may surrender the Policy at any 
time prior to the Retirement Date for the Surrender Value, which is the Policy 
Value less any applicable Withdrawal Charge, the Annual Contract Maintenance 
Charge, the Optional Death Benefit Rider Charge (if applicable), and applicable 
deductions for premium taxes.  You may also make partial withdrawals of the 
Policy Value at any time prior to the Retirement Date.  However, amounts 
withdrawn during the first six Policy Years following receipt of a Purchase 
Payment may be subject to a Withdrawal Charge.  (See "Surrender and Partial 
Withdrawals.")  In addition,


                                     - 2 -
<PAGE>
 
withdrawals may be taxable and subject to a penalty tax.  For certain Qualified 
Policies, withdrawals may be severely restricted and/or penalized.  (See 
"Federal Tax Matters.")

      Death Benefit.  The Policy provides a Death Benefit if the Owner dies 
before the Retirement Date.  Upon the death of any Owner prior to the Retirement
Date, certain distribution requirements under Federal income tax laws will 
apply.  (See "Death Benefit.")  The Death Benefit under the Policy will be paid 
in a lump sum or under one of the Annuity Payment Options.  (See "Death 
Benefit," and "Annuity Payments.")  No Death Benefit will be paid if the 
Annuitant or Owner dies after the Retirement Date unless provided for in the 
Annuity Payment Option then in effect. (See "Death Benefit.")
  
      If death of the Annuitant occurs prior to the Retirement Date and the
Annuitant is also the Owner or Joint Owner of the Policy, the rules governing
distribution of death benefit proceeds in the event of the death of the Owner
shall apply. (See "Death Benefit.")

      An Optional Death Benefit Rider is available for an extra charge of 0.17% 
annually of the average death benefit amount. (See "Death Benefit".)

      Charges and Deductions.  United Investors does not impose any charge or 
deduction against a Purchase Payment prior to its allocation to the Variable 
Account or Fixed Account (except for a charge for any premium taxes incurred at 
the time the Purchase Payment is accepted).  Deductions are made from the values
in the Investment Divisions and the Fixed Account to pay for various expenses 
and risks that we incur.

      A sales charge in the form of a withdrawal charge ("Withdrawal Charge") is
assessed against each Purchase Payment withdrawn or applied under an Annuity 
Payment Option within six years after the Purchase Payment is received.  The 
Withdrawal Charge is 7% of Purchase Payments less than two years old, and 
decreases to 3% on Purchase Payments that are 5 years old.  Purchase Payments 6 
years old or older are not subject to Withdrawal Charges.  (See "Withdrawal 
Charge.")

      A Transaction Charge of up to $20 will apply if more than twelve 
withdrawals are made in a Policy Year.  (See "Transaction Charge.") Withdrawals 
may be taxable and subject to a penalty tax. (See "Federal Tax Matters.")

      An Annual Contract Maintenance Charge of $35 is made on each Policy 
Anniversary and at the time a Policy is surrendered to partially compensate 
United Investors for the cost of administering the Policy. This charge is waived
on any Policy Anniversary on which cumulative Purchase Payments less withdrawals
equals or exceeds $30,000.  (See "Annual Contract Maintenance Charge.")  This 
annual deduction will be made from the variable Investment Divisions in the same
proportion that their values bear to the total Variable Account Value.  There is
also a daily charge at an annual rate of 0.15% of the daily value of the 
Investment Divisions, for the costs of administering the Variable Account and 
the Policies.  (See "Administration Fee.")

                                     - 3 -









<PAGE>
 
    A daily charge, at an annual rate of 1.25% of the daily value of the
Investment Divisions, will be deducted from the Investment Divisions for United
Investors' assumption of certain mortality and expense risks incurred in
connection with the Policy. (See "Mortality and Expense Risk Charge.") There is
no Mortality and Expense Risk Charge for amounts in the Fixed Account.

    Summary of Fees and Charges.  The following information summarizes the fees 
and charges payable by the Owner of a Policy:

Contract Owner Transaction Expenses:

    Maximum Withdrawal Charge....................................7.0%

    Maximum Transaction Charge (for each Withdrawal in excess
    of 12 per Policy Year)....................................... $20

    Transfer fee (maximum of 12 transfers in a Policy Year)...... $ 0

Maximum Annual Contract Maintenance Charge....................... $35

Variable Account Annual Expenses (expressed as a percent of the average
daily net assets of each Investment Division of the Variable Account):

    Mortality and Expense Risk Charge............................1.25%

    Administration Fee...........................................0.15%

Total Variable Account Annual Expenses:..........................1.40%

Optional Death Benefit Rider Charge: 0.17% (annually) of the average death 
benefit amount.

                                      -4-
<PAGE>
 
                           Portfolio Annual Expenses
          (Expressed as a Percentage of Net Assets of each Portfolio)

<TABLE> 
<CAPTION> 
                                                                      Total
                                                                    Portfolio
                                            Management    Other       Annual
                      Portfolio                 Fee      Expenses    Expenses
                  -----------------         ----------   --------    --------
<S>                                         <C>          <C>         <C> 
TMK/United Funds, Inc.
        Money Market Portfolio..............
                                                ----       ----        ----
        Bond Portfolio......................
                                                ----       ----        ----
        High Income Portfolio...............
                                                ----       ----        ----
        Growth Portfolio....................
                                                ----       ----        ----
        Income Portfolio....................
                                                ----       ----        ----
        International Portfolio.............
                                                ----       ----        ----
        Small Cap Portfolio.................
                                                ----       ----        ----
        Balanced Portfolio..................
                                                ----       ----        ----
        Limited-Term Bond Portfolio.........
                                                ----       ----        ----
        Asset Strategy Portfolio............
                                                ----       ----        ----
XYZ Fund, Inc.

        Portfolio A.........................
                                                ----       ----        ----
        Portfolio B.........................
                                                ----       ----        ----
        Portfolio C.........................
                                                ----       ----        ----
        Portfolio D.........................
                                                ----       ----        ----
        Portfolio E.........................
                                                ----       ----        ----
        Portfolio F.........................
                                                ----       ----        ----
        Portfolio G.........................
                                                ----       ----        ----
</TABLE> 

        The purpose of the following table is to assist the Owner in 
understanding the various costs and expenses that an Owner will bear directly 
and indirectly.  The Table reflects charges and expenses of the Variable Account
and charges and expenses of the Portfolios for the year ended December 31, 1995;
the Portfolios' charges and expenses for the future years may be higher or 
lower.  For more information on the charges summarized in this Table, see 
"Charges and Deductions," and the Prospectuses for the Portfolios.

        Example 1 (assuming basic death benefit).

        If you surrender your contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming 5% annual 
return on assets:

<TABLE> 
<CAPTION> 
                Portfolio                                     1 Year    3 Years
             ---------------                                 --------   --------
<S>                                                          <C>        <C> 
TMK/United Money Market__________________________________    ________   ________
TMK/United Fund__________________________________________    ________   ________
</TABLE> 

                                     - 5 -
<PAGE>
 
<TABLE> 
<S>                                                          <C>        <C> 
TMK/United High Income....................................   ________   ________
TMK/United Growth.........................................   ________   ________
TMK/United Income.........................................   ________   ________
TMK/United International..................................   ________   ________
TMK/United Small Cap......................................   ________   ________
TMK/United Balanced.......................................   ________   ________
TMK/United Limited-Term Bond..............................   ________   ________
TMK/United Asset Strategy.................................   ________   ________
Portfolio A...............................................   ________   ________
Portfolio B...............................................   ________   ________
Portfolio C...............................................   ________   ________
Portfolio D...............................................   ________   ________
Portfolio E...............................................   ________   ________
Portfolio F...............................................   ________   ________
Portfolio G...............................................   ________   ________
</TABLE> 
     If you annuitize or do not surrender your contract, you would pay the 
following expenses on a $1,000 investment, assuming 5% annual return on assets:

<TABLE> 
<CAPTION> 
            Portfolio                                         1 Year    3 Years
       -------------------                                    ------    -------
<S>                                                          <C>        <C> 
TMK/United Money Market...................................   ________   ________
TMK/United Bond...........................................   ________   ________
TMK/United High Income....................................   ________   ________
TMK/United Growth.........................................   ________   ________
TMK/United Income.........................................   ________   ________
TMK/United International..................................   ________   ________
TMK/United Small Cap......................................   ________   ________
TMK/United Balanced.......................................   ________   ________
TMK/United Limited-Term Bond..............................   ________   ________
TMK/United Asset Strategy.................................   ________   ________
Portfolio A...............................................   ________   ________
Portfolio B...............................................   ________   ________
Portfolio C...............................................   ________   ________
Portfolio D...............................................   ________   ________
Portfolio E...............................................   ________   ________
Portfolio F...............................................   ________   ________
Portfolio G...............................................   ________   ________
</TABLE> 

                                      -6-



<PAGE>
 
      Example 2 (assuming optional death benefit).

      If you surrender your contract at the end of the applicable time period,
you would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

               Portfolio                               1 Year      3 Years
          -------------------                          ------      -------
TMK/United Money Market..........................       _____       ______
TMK/United Bond..................................       _____       ______
TMK/United High Income...........................       _____       ______
TMK/United Growth................................       _____       ______
TMK/United Income................................       _____       ______
TMK/United International.........................       _____       ______
TMK/United Small Cap.............................       _____       ______
TMK/United Balanced..............................       _____       ______
TMK/United Limited-Term Bond.....................       _____       ______
TMK/United Asset Strategy........................       _____       ______
Portfolio A......................................       _____       ______
Portfolio B......................................       _____       ______
Portfolio C......................................       _____       ______
Portfolio D......................................       _____       ______
Portfolio E......................................       _____       ______
Portfolio F......................................       _____       ______
Portfolio G......................................       _____       ______


      If you annuitize or do not surrender your contract, you would pay the
following expenses on a $1,000 investment, assuming 5% annual return on assets:

                    Portfolio                          1 Year      3 Years
                ------------------                     ------      -------

TMK/United Money Market..........................       _____       ______
TMK/United Bond..................................       _____       ______
TMK/United High Income...........................       _____       ______
TMK/United Growth................................       _____       ______
TMK/United Income................................       _____       ______
TMK/United International.........................       _____       ______
TMK/United Small Cap.............................       _____       ______
TMK/United Balanced..............................       _____       ______
TMK/United Limited-Term Bond.....................       _____       ______
TMK/United Asset Strategy........................       _____       ______
Portfolio A......................................       _____       ______
Portfolio B......................................       _____       ______



                                      -7-


<PAGE>

Portfolio C....................................        _____        ______
Portfolio D....................................        _____        ______
Portfolio E....................................        _____        ______
Portfolio F....................................        _____        ______
Portfolio G....................................        _____        ______

      In addition, United Investors will deduct a charge for premium taxes when
they are incurred.
 

      THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN. The
$35 Annual Contract Maintenance Charge is reflected in these examples as a 
charge of 0.20% of the net assets.


      "Free Look" Period. You may cancel the Policy by returning it within 10
days after you receive it. When we receive the Policy we will cancel it and 
generally refund the Policy Value plus any charges deducted prior to allocation
to the Investment Divisions or the Fixed Account. (See "Free Look Period.") The
Free Look Period may be extended where required by state law.


      Owner Inquiries. All inquiries regarding the Policy should be addressed 
or directed to the sales agent who sold the Policy or to United Investors'
Home Office at the following address:


                     United Investors Life Insurance Company
                     Variable Products Division
                     P.O. Box 156
                     Birmingham, Alabama 35201-0156
                     Phone: (205) 325-4300


      All inquiries should include the Policy number and the Annuitant's name 
and Owner's name, if different.




                                    * * * 

NOTE:      The foregoing summary is qualified in its entirety by the detailed
           information in the remainder of this Prospectus and in the
           Prospectuses for the Portfolios, all of which should be referred to
           for more detailed information. With respect to Qualified Policies, it
           should be noted that the requirements of a particular retirement
           plan, an endorsement to the Policy, or limitations or penalties
           imposed by the Internal Revenue Code may impose limits or
           restrictions on Purchase Payments, surrenders, distributions or
           benefits, or on other provisions of the Policies, and this Prospectus
           does not describe any such limitations or restrictions.
           (See "Federal Tax Matters.")


                                      -8-


<PAGE>
 

                               PERFORMANCE DATA

     We may advertise yields and total returns for the Investment Divisions. In
addition, we may advertise the effective yield of the Money Market Investment
Division. These figures will be based on historical earnings and are not
intended to indicate future performance.

     The yield of the Money Market Investment Division refers to the annualized
income generated by an investment in the Investment Division over a specified
seven-day period. The yield is calculated by assuming that the income generated
for that seven-day period is generated each seven-day period over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an investment in
the Investment Division is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.
        
     The total return calculation of an Investment Division other than the Money
Market Investment Division assumes an investment has been held in the Investment
Division for various periods of time including: (a) one year; (b) five years;
(c) ten years; and (d) a period measured from the date the Investment Division
commenced operations. The total return will represent the average annual
compounded rates of return that would equate an initial investment of $1,000 to
the redeemable value of that investment as of the last day of each of the
periods referenced above.

     Total return figures in non-standard formats for the Investment Divisions 
other than the Money Market Investment Division may also be disclosed from time 
to time. The non-standard total return will assume that no surrender occurs at 
the end of the applicable period. All non-standard performance data will be 
accompanied by standard performance data.

     United Investors may also advertise performance figures for the Investment 
Divisions based on the performance of a Portfolio prior to the time the 
corresponding Investment Division commenced operations.

     Performance data calculations are discussed in further detail in the 
Statement of Additional Information.


                               PUBLISHED RATINGS

     We may publish in advertisements, sales literature, and reports to 
Policyowners, the ratings and other information assigned to us by one or more 
independent insurance industry analyst or rating organizations such as A.M. Best
Company, Standard & Poor's Corporation, and Weiss Research, Inc. These ratings 
reflect the current opinion of an insurance company's financial strength and 
operating performance in comparison to the norms for the insurance industry; 
they do not reflect the strength, performance, or safety (or lack thereof) of 
the Variable Account. The

                                      -9-

<PAGE>
 
claims-paying ability rating as measured by Standard & Poor's is an opinion of 
an operating insurance company's financial capacity to meet the obligations of 
its insurance and annuity policies in accordance with their terms. These ratings
should not be considered as bearing on the investment performance of the assets 
held in the Variable Account or the degree of risk associated with an investment
in the Variable Account.

                 UNITED INVESTORS LIFE INSURANCE COMPANY AND 
                          RETIREMAP VARIABLE ACCOUNT

United Investors Life Insurance Company

     United Investors Life Insurance Company is a stock life insurance company 
that was incorporated in the State of Missouri on August 17, 1981, as the 
successor to a company of the same name established in Missouri on September 27,
1961. United Investors is a wholly-owned subsidiary of United Investors 
Management Company (formerly TMK/United, Inc.), which in turn is indirectly 
owned by Torchmark Corporation. United Investors is principally engaged in 
offering life insurance and annuity contracts and is admitted to do business in 
the District of Columbia and all states except New York.

RetireMAP Variable Account

     The RetireMAP Variable Account (the "Variable Account") is currently 
divided into 17 Investment Divisions. Each Investment Division invests 
exclusively in shares of a single mutual fund portfolio. Income and both 
realized and unrealized gains or losses from the assets of each Investment 
Division are credited to or charged against that Investment Division without 
regard to income, gains or losses from any other Investment Division of the 
Variable Account or arising out of any other business United Investors may 
conduct.

     Although the assets in the Variable Account are the property of United 
Investors, the assets in the Variable Account attributable to the Policies are 
not chargeable with liabilities arising out of any other business which United 
Investors may conduct. The Variable Account was established by United Investors 
as a segregated asset account on September 20, 1996. The Variable Account will 
receive and invest the Purchase Payments allocated to it under the Policies.

     The Variable Account has been registered as a unit investment trust under 
the Investment Company Act of 1940 and meets the definition of a separate 
account under the Federal securities law. Registration with the Securities and 
Exchange Commission does not involve supervision of the management or investment
practices or policies of the Variable Account or United Investors by the 
Commission.


                                    - 10 - 


<PAGE>
 
The Funds

     Each Investment Division invests exclusively in a designated series of 
shares, representing an interest in a particular Portfolio of one of several 
Funds, which are summarized below. Within each Fund, the assets of each 
Portfolio are held separate from the assets of the other Portfolios. Thus, each 
Portfolio operates as a separate investment portfolio, and the income or losses 
of one Portfolio have no effect on the investment performance of any other 
Portfolio.

     The investment objectives and policies of each Portfolio are summarized 
below. There is no assurance that any of the Portfolios will achieve their
stated objectives. More detailed information, including a description of risks,
is in the Funds' prospectuses, which accompany this Prospectus and which should
be read carefully in conjunction with this Prospectus and retained.

     The Funds are designed as investment vehicles for variable annuity or 
variable life insurance contracts of various companies. For more information 
about the risks associated with the use of the same funding vehicle for both 
variable annuity and variable life insurance contracts of various insurance 
companies, see the Funds' prospectuses.

     The following 17 Portfolios of the Funds are currently offered to 
Policyowners through the Investment Divisions of the Variable Account.

TMK/United Funds, Inc.
- ----------------------

     TMK/United Money Market Portfolio seeks to maximize current income 
consistent with stability of principal. It may invest in money market securities
such as bank obligations and instruments secured by bank obligations, commercial
paper and corporate debt obligations and obligations of the U.S. and Canadian 
Governments or their respective agencies and instrumentalities. Investments in 
the Money Market Portfolio are neither insured nor guaranteed by the U.S. 
Government and there is no assurance that the portfolio will be able to maintain
a stable per share net asset value.

     TMK/United Bond Portfolio seeks current income with an emphasis on 
preservation of capital. It will invest primarily in debt securities of varying 
yields, qualities and maturities.

     TMK/United High Income Portfolio primarily seeks high current income. As a 
secondary goal it will seek capital growth when consistent with the primary 
goal. It will invest primarily in high-yield, high risk fixed-income securities 
(commonly known as "junk bonds"), but may have up to 20% of its assets in common
stock. High-yield fixed-income securities may have an increased risk of default
and greater market price volatility than higher rated securities due to various
circumstances. See "Risk Factors of High Yield Investing" in the TMK/United
Funds, Inc. prospectus for a further description of the risk factors.

                                     -11-
<PAGE>
 

     TMK/United Growth Portfolio primarily seeks capital growth.  As a secondary
goal it will seek current income.  It will invest primarily in common stocks or 
securities convertible into common stocks.

     TMK/United Income Portfolio seeks to maintain current income, subject to 
market conditions.  It will invest primarily in common stock or securities 
convertible into common stocks.

     TMK/United International Portfolio primarily seeks long-term appreciation
of capital with a secondary goal of current income by investing primarily in
securities issued by companies or governments of any nation.

     TMK/United Small Cap Portfolio seeks capital growth through a diversified 
holding of securities, primarily in the common stocks of, or securities 
convertible into the commons stock of, relatively new or unscasoned companies, 
companies which are in their early stages of development or smaller companies 
positioned in new and emerging industries where the opportunity for rapid growth
is above average.

     TMK/United Balanced Portfolio primarily seeks current income with a 
secondary goal of long-term appreciation of capital by investing in a variety of
securities, including debt securities, common stocks and preferred stocks.

     TMK/United Limited-Term Bond Portfolio seeks a high level of current income
consistent with preservation of capital by investing primarily in debt 
securities of investment grade, including debt securities issued or guaranteed 
by the U.S. Government or its agencies or instrumentalities.  The Portfolio will
seek to maintain a dollar weighted average maturity of its portfolio of two to 
five years.

     TMK/United Asset Strategy Portfolio seeks high total return with reduced 
risk over the long term.  It diversified among stocks, bonds, and short-term 
instruments, both in the United States and abroad.

XYZ Fund, Inc.
- --------------

     Portfolio A's investment objective is [to be completed].

     Portfolio B's investment objective is [to be completed].

     Portfolio C's investment objective is [to be completed].

     Portfolio D's investment objective is [to be completed].

     Portfolio E's investment objective is [to be completed].

                                    - 12 -
<PAGE>
 

     Portfolio F's investment objective is [to be completed].

     Portfolio G's investment objective is [to be completed].


Fund Management and Fees

     TMK/United Money Market, Bond, High Income, Growth, Income, International, 
Small Cap, Balanced, Limited-Term Bond, and Asset Strategy Portfolios.  
Waddell & Reed Investment Management Company ("W&R") is the manager of 
TMK/United Funds, Inc. and provides investment advisory services to that Fund.  
W&R is a wholly-owned subsidiary of Waddell & Reed, Inc. which is a direct 
subsidiary of Waddell & Reed Financial Services, Inc. and an indirect subsidiary
of United Investors Management Company and Torchmark Corporation.  Each 
Portfolio pays W&R a fee for managing its investments consisting of two 
elements: (i) a specific fee computed on each Portfolio's net asset value at the
close of business each day at the following annual rates: Money Market--None; 
Bond Portfolio--0.03 of 1% of net assets; High Income Portfolio-0.15 of 1% of 
net assets; Growth Portfolio--0.20 of 1% of net assets; Income Portfolio--0.20 
of 1% of net assets; International Portfolio--0.30 of 1% of net assets; Small 
Cap Portfolio--0.35 of 1% of net assets; Balanced Portfolio--0.10 of 1% of net 
assets; Limited-Term Bond Portfolio--0.05 of 1% of net assets; and Asset 
Strategy Portfolio--0.30 of 1% of net assets; and (ii) a pro rata participation 
based on the relative net asset size of each Portfolio in a "Group" fee computed
each day on the combined net asset values of all of the Portfolios of TMK/United
Funds, Inc. at the following annual rates: Group Net Asset Level from $0 to $750
million--Annual Group Fee Rate 0.51 of 1%; from $750 to $1,500 million--0.49 of
1%; from $1,500 to $2,250 million--0.47 of 1%; over $2,250 million--0.45 of 1%.

     XYZ Portfolios A, B, C, D, E, F, and G. [Advisor and fees to be described.]


                                 FIXED ACCOUNT

     That portion of the policy relating to the Fixed Account is not registered 
under the Securities Act of 1933 ("1933 Act") and the Fixed Account is not 
registered as an Investment Company under the Investment Company Act of 1940
("1940 Act").  Accordingly, neither the Fixed Account nor any interests therein 
are subject to the provisions or restrictions of the 1933 Act or the 1940 Act, 
and the disclosure regarding the Fixed Account has not been reviewed by the 
staff of the Securities and Exchange Commission.

     The Fixed Account is a part of the General Account of United Investors Life
Insurance Company.  The General Account consists of all assets of United 
Investors Life Insurance Company other than those in any separate account.  We 
guarantee that we will credit interest at a rate of not less than the Guaranteed
Minimum Interest Rate of 4% per year to amounts

                                    - 13 -
<PAGE>
 
allocated to the Fixed Account. We may credit interest at a rate in excess of 
the Guaranteed Minimum Interest Rate. ANY EXCESS INTEREST CREDITED WILL BE 
DETERMINED IN OUR SOLE DISCRETION. THE OWNER ASSUMES THE RISK THAT INTEREST 
CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE GUARANTEED MINIMUM 
INTEREST RATE. The Fixed Account may not be available in all states. (See "Fixed
Account" in the Statement of Additional Information).

     The Policyowner determines the allocation of Purchase Payments and Policy 
Value to the Fixed Account. Prior to the Retirement Date, the Policyowner may 
transfer all or part of the values held in the Fixed Account to one or more of 
the Investment Divisions of the Variable Account, subject to certain 
restrictions. (See "Transfers.") After the Retirement Date, transfers from the 
Fixed Account to the Investment Divisions of the Variable Account are not 
allowed. After the Retirement Date values held in the Investment Divisions of 
the Variable Account may be transferred to the Fixed Account not more often than
once per policy year. (See "Transfers.")


                                  THE POLICY

     The Policy is a Deferred Variable Annuity. The rights and benefits of the 
Policy are described below and in the Policy. The obligations under the Policies
are obligations of United Investors. However, United Investors reserves the 
right to make any modification to conform the Policy to, or to give the Owner 
the benefit of, any Federal or state statute or rule or regulation.

     The Policy may be purchased on a non-qualified tax basis ("Nonqualified 
Policy"). The Policy may also be purchased and used in connection with plans 
qualifying for favorable Federal income tax treatment ("Qualified Policy").


Issuance of a Policy

     Individuals wishing to purchase a Policy must complete an application and 
send it to United Investors' Home Office. Acceptance is subject to United 
Investors' rules, and United Investors reserves the right to reject any 
application or Purchase Payment. If the application can be accepted in the form 
received, the initial Purchase Payment will be applied within two Valuation 
Dates after the latter of receipt of the application or receipt of the initial 
Purchase Payment. If the initial Purchase Payment cannot be applied because the 
application is incomplete or for any other reason, the applicant will be 
contacted and given an explanation for the delay and the initial Purchase 
Payment will be returned within five Valuation Dates after receipt unless the 
applicant consents to United Investors' retaining the initial Purchase Payment 
and applying it as soon as the necessary requirements are fulfilled. No Policy 
will be issued if either the Annuitant or the Owner are over age 85 last 
birthday on the date the application is signed. Coverage will only become 
effective on the Policy Date.

                                     -14-
<PAGE>
 
Purchase Payments

      The minimum initial Purchase Payment for Nonqualified Policies is $2,000.
For Qualified Policies, the initial Purchase Payment must be at least $1,200 (as
an exception for Qualified Policies, if Purchase Payments will be made by means
of a bank draft authorization or a group payment method approved in advance by 
us, we will accept installments of $100 per month totalling at least $1,200 in
the first year). Additional Purchase Payments may be made in amounts of $100 or 
more.


Allocation of Purchase Payments

      The Policyowner determines in the application how the initial Net Purchase
Payment will be allocated among the Investment Divisions of the Variable Account
and the Fixed Account. You may allocate any whole percentage of Net Purchase 
Payments, from 0% to 100%. Between the date that the initial Purchase Payment 
was received and the Policy Date, interest will be credited on the Purchase 
Payment as if it had been invested in the Money Market Investment Division.

      If we receive an additional purchase payment, the Net Purchase Payment 
will be allocated to the Investment Divisions and the Fixed Account as of the
Valuation Date it is received by United Investors at its Home Office according 
to the allocation percentage specified in your application, unless subsequently 
changed.

      The Policy Value will vary with the investment performance of the Invest-
ment Divisions you select, and you bear the entire risk for amounts allocated
to the Variable Account. You should periodically review your allocations or 
Policy Value in light of all relevant factors, including market conditions and
your overall financial planning requirements.


Policy Value

      The Policy Value prior to the Retirement Date is equal to the Variable 
Account Value plus the Fixed Account Value. Variable Account Values are not
guaranteed. The Variable Account Value is equal to the sum of the values of the 
Investment Divisions of the Variable Account under the Policy. The value of each
Investment Division is calculated first on the Policy Date and thereafter on 
each Valuation Date (a normal business day).

      Variable Account Value. On the Policy Date, the value of the Investment 
Divisions is equal to the amount of the initial Net Purchase Payment allocated 
to the Investment Divisions of the Variable Account plus any accrued interest 
from the date of the receipt of the initial Purchase Payment to the Policy Date.
On any Valuation Date thereafter, the value of each Investment Division equals:


                                     -15-






<PAGE>
 
(1)   the value of the Investment Division on the previous Valuation Date, as
      increased or decreased by the investment experience and daily charges for
      the Investment Division during the current Valuation Period; plus
(2)   the amount of any Net Purchase Payments allocated to the Investment 
      Division during the current Valuation Period; plus
(3)   the amount of any transfers from other Investment Divisions or from the
      Fixed Account to the Investment Division during the current Valuation
      Period; minus
(4)   the amount of any withdrawals (including any Withdrawal Charge or
      Transaction Charge) from the Investment Division during the current
      Valuation Period; minus
(5)   the amount of any transfers from the Investment Division to other
      Investment Divisions or to the Fixed Account during the current Valuation
      Period; minus
(6)   the portion of the Annual Contract Maintenance Charge (and Optional Death
      Benefit Rider Charge, if applicable) allocated to the Investment Division
      during the current Valuation Period; minus
(7)   the portion of any deduction for premium taxes allocated to the Investment
      Division during the current Valuation Period.

      Fixed Account Value.  At the end of any Valuation Period, the Fixed
Account Value is equal to:

(1)   the sum of all Net Purchase Payments allocated to the Fixed Account during
      the current Valuation Period; plus
(2)   any amounts transferred from the Variable Account to the Fixed Account 
      during the current Valuation Period; plus
(3)   total interest credited to the Fixed Account during the current Valuation 
      Period; minus
(4)   any amounts transferred from the Fixed Account to the Variable Account 
      during the current Valuation Period; minus
(5)   the portion of any withdrawals, Withdrawal Charges, and Transaction
      Charges allocated to the Fixed Account during the current Valuation
      Period; minus
(6)   the portion of the Optional Death Benefit Rider Charge (if applicable) 
      allocated to the Fixed Account during the current Valuation Period; minus
(7)   the portion of any deduction for premium taxes which is allocated to the 
      Fixed Account during the current Valuation Period.


Surrender and Partial Withdrawals

      Withdrawals.  You may make a partial withdrawal from the Policy Value, 
prior to the Retirement Date, by sending a Written Request to United Investors 
at its Home Office. A partial withdrawal must be for at least $100, and the 
Policy Value must be at least $1,000 after a partial withdrawal. If the Policy 
Value would be less than $1,000, we will treat the request for a partial 
withdrawal as a request for total surrender. A withdrawal will ordinarily be 
paid within seven days of receipt of the Written Request (unless the check for 
your Purchase Payment has not yet cleared your bank). United Investors may defer
payment of any amounts from the Fixed Account

                                     -16-

<PAGE>
 
for up to six months from the date of the request to surrender. If United 
Investors defers payment for more than 30 days, United Investors will pay 
interest on the amount deferred at a rate not less than the Guaranteed Minimum 
Interest Rate.

       If you do not specify that the partial withdrawal is to be made from 
particular Investment Divisions or the Fixed Account, the partial withdrawal 
will be made from the Fixed Account and the Variable Investment Divisions in the
same proportion that their values bear to the total Policy Value.

       You may request up to 12 withdrawals per Policy Year without a 
Transaction Charge. If more than 12 withdrawals are requested during a Policy 
Year, there will be a $20 Transaction Charge (or 2% of the amount withdrawn, if
less) for each withdrawal in addition to the 12 withdrawals. Also, Withdrawal 
Charges of up to 7% may apply, but each Policy Year you can withdraw up to 10%
of the Policy Value without charge. (See "Withdrawal Charge" and "Transaction
Charge.") Any Transaction Charge or Withdrawal Charge applicable to a withdrawal
will be deducted from the remaining Policy Value, or from the amount paid if the
remaining value is insufficient. No withdrawals may be made after the Retirement
Date.

       Partial withdrawals may be subject to the 10% Federal tax penalty on 
early withdrawals and income tax. (See "Federal Tax Matters.")

       Automatic Partial Withdrawals. You may also establish automatic partial 
withdrawals prior to the Retirement Date, by submitting a one-time Written 
Request. Withdrawals may be in fixed dollar amounts on a monthly, quarterly, 
semi-annual or annual basis. The minimum amount of an automatic partial 
withdrawal is $100. The maximum amount of automatic partial withdrawals in any 
one policy year is 10% of the Policy Value.

       Automatic partial withdrawals are subject to all the other contract 
provisions and terms. If an additional withdrawal is made from a contract 
participating in automatic partial withdrawals, the automatic partial 
withdrawals will terminate automatically and may be resumed only on or after the
next policy anniversary.

       Automatic partial withdrawals may be subject to the 10% Federal tax 
penalty on early withdrawals and to income tax. (See "Federal Tax Matters.")

       Surrender. You may surrender the Policy for its Surrender Value, which is
the Policy Value less any Withdrawal Charge, the Annual Contract Maintenance 
Charge, the Optional Death Benefit Rider Charge (if applicable) and applicable 
deductions for premium taxes by sending a Written Request to United Investors at
its Home Office. (The Withdrawal Charge, described below, is only applicable if 
a surrender occurs in the first six Policy Years following receipt of a Purchase
Payment.) The Annual Contract Maintenance Charge, described below, is 
assessed when a surrender occurs. A surrender will ordinarily be paid within 
seven days of receipt of the Written Request (unless the check for your Purchase
Payment has not yet cleared your bank). The Policy will terminate as of the date
of receipt of Written Request for surrender. Surrenders

                                     -17-
<PAGE>
 
are generally taxable transaction, and may be subject to a 10% penalty tax. (See
"Federal Tax Matters." No surrender may be made after the Retirement Date.

     Restrictions Under the Texas Optional Retirement Program and Section 403(b)
Plans. The Texas Educational Code permits participants in the Texas Optional 
Retirement Program ("ORP") to withdrawal or surrender their interest in a 
variable annuity contract issued under the ORP only upon (1) termination of 
employment in the Texas public institutions of higher education, (2) retirement,
or (3) death. Accordingly, a participant in the ORP (or the participant's estate
if the participant has died) will be required to obtain a certificate of 
termination from the employer or a certificate of death before the account can 
be redeemed.

     Similar restrictions apply to variable annuity contracts used as funding 
vehicles for Internal Revenue Code Section 403(b) retirement plans. Section 
403(b) of the Internal Revenue Code provides for the tax-deferred retirement 
savings plans for employees of certain non-profit and educational organizations.
In accordance with the requirements of Section 403(b), any Policy used for a 
Section 403(b) plan will prohibit distributions of (i) elective contributions 
made in years beginning after December 31, 1988, and (ii) earnings on those 
contributions and (iii) earnings on amounts attributable to elective 
contributions held as of the end of the last year beginning before January 1, 
1989. However, distributions of such amounts will be allowed upon death of the 
employee, attainment of age 59-1/2, separation from service, disability, or 
financial hardship, except that income attributable to elective contributions 
may not be distributed in the case of hardship.

     Restrictions Under Other Qualified Policies. Other restrictions on 
surrenders or with respect to the election, commencement, or distribution of 
benefits may apply under Qualified Policies or under the terms of the plans in 
respect of which Qualified Policies are issued.


Transfers

     You may transfer all or part of the value of an Investment Division to one 
or more of the other Investment Divisions or to the Fixed Account at any time 
prior to the Retirement Date, except as described below. You may transfer all or
a part of the values held in the Fixed Account to one or more of the variable 
Investment Divisions once per Policy Year prior to the Retirement Date. This 
restriction will not apply to automatic monthly transfers of a preselected 
dollar amount from the Fixed Account to the Investment Divisions of the Variable
Account. The amount transferred from the Fixed Account to a variable Investment 
Division may not exceed the greater of: (a) 25% of the prior Policy 
Anniversary's Fixed Account Value; or (b) the amount of the prior Policy Year's 
transfer. You may transfer all or a part of the values held in the variable 
Investment Divisions to one or more variable Investment Divisions or the  
Fixed Account up to twelve times in a Policy Year prior to the Retirement Date. 
However, if a transfer is made from the Fixed Account to any variable Investment
Division, no transfer from any variable Investment Division to the Fixed Account
may be made for six months from the transfer date. The value remaining in the
variable Investment Division or the Fixed Account after a 

                                     -18-
<PAGE>

transfer must not be less than $250. If the value remaining would be less than
$250, the transfer request will be treated as a request for a transfer of the
total value.

     Transfers may be made by a Written Request or by calling United Investors 
if a written authorization for telephone transfers is on file. United Investors 
has the authority to honor any telephone transfer request believed to be 
authentic. We employ reasonable procedures to confirm that instructions 
communicated by telephone are genuine. A personal identification number is 
required in order to initiate a transfer. United Investors will not be liable 
for the consequences of a fraudulent telephone transfer request we believe to be
authentic when we have followed those procedures. And as a result, you bear the
risk of loss arising from such a fraudulent request if you authorize telephone
transfers.

     Each transfer will be made, without the imposition of any fee or charge, at
the end of the Valuation Period during which United Investors receives a valid, 
complete transfer request. United Investors may suspend or modify this transfer 
privilege at any time.

     Transferring the value of one Investment Division into two or more
Investment Divisions counts as one transfer request. However, transferring the
values of two Investment Divisions into one Investment Division counts as two
transfer requests. Transfers of Fixed Accounts values will be counted in the
same manner.

     Transfers from the Fixed Account to the variable Investment Divisions are
not allowed after the Retirement Date. The Annuitant may transfer values among
the variable Investment Divisions or from the variable Investment Divisions to
the Fixed Account once per Policy Year after the Retirement Date. (See
"Available Options.")

   
Dollar Cost Averaging

     Prior to the Retirement Date you may authorize automatic transfers of a 
fixed dollar amount from the Fixed Account or the Money Market Investment 
Division to up to four of the other Investment Divisions of the Variable 
Account. Automatic transfers will be made on a monthly basis on the day of the 
month selected in your application. If the day of the month selected does not 
fall on a Valuation Date, transfers will be made on the next following Valuation
Date. Transfers will be made at the unit values determined on the date of each 
transfer.

     The minimum automatic transfer amount is $100. If the transfer is to be 
made to more than one Investment Division, a minimum of $25 must be transferred 
to each Investment Division selected.

     Participation in the automatic transfer program does not guarantee a 
greater profit nor does it protect against loss in declining markets. Automatic 
transfers will not be counted as a transfer for purposes of the twelve transfer 
limit specified in Transfers above. There is no charge for this service.


                                     -19-
<PAGE>
 
Death Benefit

     The Policy pays a Death Benefit to the Beneficiary if the Owner dies prior 
to the Retirement Date while the Policy is in force. (If the Owner is not a 
natural person, the Death Benefit is payable on the Annuitant's death.) The 
Policy provides a Basic Death Benefit, but an Optional Death Benefit Rider is 
available for an extra charge.

     Basic Death Benefit. The Basic Death Benefit payable on the death of the 
Owner (or the Annuitant if the Owner is not a natural person) through attained 
age 75 is the greatest of: 

     (a)  the Policy Value;
     (b)  the total Purchase Payments made, adjusted for any amounts withdrawn 
          and any Withdrawal Charges on the amounts withdrawn; and
     (c)  the highest of the Policy Values as of the 2nd, 4th, or 6th Policy
          Anniversaries, and every 6th Policy Anniversary thereafter. Purchase
          Payments made after the Policy Anniversary having the highest Policy
          Value will be added to the Death Benefit, and adjustments will be made
          for any amounts withdrawn and any Withdrawal Charges since that
          anniversary.

     Adjustment for a withdrawal and Withdrawal Charges will reduce the Death 
Benefit in the same proportion that the amount reduced the Policy Value on the 
date of the withdrawal.

     The Basic Death Benefit payable on the death of the Owner (or the Annuitant
if the Owner is not a natural person) after attained age 75 is the greater of 
(a) and (b) above.

     Optional Death Benefit Rider. This rider is optional and will be available 
for an additional annual charge of 0.17% of the average death benefit. (See 
"Charges and Deductions.") The Death Benefit payable on the death of the Owner 
(or the Annuitant if the Owner is not a natural person) through attained age of 
75 will be the greater of:

     (a)  the Policy Value; and
     (b)  the total Purchase Payments made, less withdrawals and Withdrawal 
          Charges, accumulated at an annual effective rate of 5%, subject to a
          cap of 200% of Purchase Payments less withdrawals and Withdrawal
          Charges.

     The Death Benefit payable on the death of the Owner (or the Annuitant if 
the Owner is not a natural person) after attained age 75 will be equal to the
amount of the Death Benefit on the Policy Anniversary on which age 76 is
attained and will not increase thereafter.

     Note that the Optional Death Benefit could be lower than the Basic Death 
Benefit, if the Policy Value had increased by greater then 5% annually and then 
declined due to investment performance.

                                     -20-
<PAGE>

     General. We will compute the amount of the Death Benefit as of the date the
Death Benefit is paid or applied under one of the Annuity Payment Options. We
will pay the Death Benefit proceeds to the Beneficiary upon receiving due proof
of death. The Death Benefit under the Policy will be paid in a lump sum or under
one of the Annuity Payment Options.(See "Annuity Payments.") If the Annuitant or
Owner dies after the Retirement Date, the amount payable, if any, will be as
provided in the Annuity Payment Option then in effect.

     If the Annuitant dies before the Retirement Date and the Owner is also the
Annuitant, or if the Owner is other than a natural person, the death will be 
treated as the death of an Owner and Death Benefit will be payable to the 
Beneficiary. If the Annuitant dies before the Retirement Date and the Owner is a
natural person other than the Annuitant, the Owner may name a new Annuitant, 
subject to our age limitations, and the Death Benefit will not be payable. If 
the Owner does not name a new Annuitant, the Owner will automatically become the
Annuitant and the Death Benefit will not be payable.

     In the event of an Owner's death, the entire Death Benefit proceeds must be
distributed within five years after the date of death. If the Beneficiary 
chooses to take any portion of his interest in the Policy as an Annuity, 
distributions must commence within one year of the date of death and must be 
distributed over his lifetime or over a period not extending beyond his life 
expectancy.

     If the Beneficiary is the Owner's spouse, then in lieu of receiving the 
Death Benefit proceeds, the spouse may elect to continue the Policy in force 
and be treated as the original Policy Owner. If the Beneficiary elects to 
continue the Policy, the Beneficiary does not have a right to receive the Death 
Benefit proceeds and we will increase the Policy Value so that it equals the 
Death Benefit, if greater.

     As far as permitted by law, the Death Benefit proceeds under the Policy 
will not be subject to any claim of the Beneficiary's creditors.

Free Look Period

     If for any reason you are not satisfied with the Policy, you may return it
to us within 10 days after you receive the Policy. If you cancel the Policy 
within this 10-day "Free Look" period, we will generally refund the Policy Value
plus any charges deducted prior to allocation to the Investment Divisions or the
Fixed Account, and the Policy will be void from the Policy Date. In some states,
the Purchase Payment(s) paid will be refunded. To cancel the Policy, you must 
mail or deliver it to either United Investors' Home Office or the registered 
agent who sold it within 10 days after you receive it. (See "Allocation of 
Purchase Payments.") The "Free Look" period may be extended where required by 
state law.

                                     -21-
<PAGE>
 
                            CHARGES AND DEDUCTIONS

     United Investors does not impose any charge or deduction against a Purchase
Payment prior to its allocation to the Variable Account or the Fixed Account 
(except for a charge for any premium taxes incurred when the Purchase Payment is
accepted). However, certain charges (explained below) will be deducted in 
connection with the Policy to compensate United Investors for administering and
distributing the Policy, for providing the insurance benefits set forth in the 
Policy, for assuming certain risks in connection with the Policy, and for any 
applicable taxes.


Withdrawal Charge

     If you make partial withdrawals under the Policy or surrender the Policy, 
then a Withdrawal Charge may be made, measured as a percent of the Purchase 
Payments included in the withdrawal (in the case of a partial withdrawal) or the
amount of the total Purchase Payments (in the case of a surrender) as specified 
in the following table of Withdrawal Charges:

Number of Policy Anniversaries                                         6 or
since receipt of Purchase Payment:       0    1    2    3    4    5    more
- ----------------------------------      ---  ---  ---  ---  ---  ---   ----
Withdrawal Charge Rate                  7%   7%   6%   6%   4%   3%    none

     Each Policy Year, you may withdraw up to 10% of Policy Value without
incurring a Withdrawal Charge. This 10% portion is called the Free Withdrawal
Amount. Amounts withdrawn in addition to the Free Withdrawal Amount may be
subject to a Withdrawal Charge. The Withdrawal Charge is determined by
multiplying each Purchase Payment included in the withdrawal by the withdrawal
charge rate applicable to the year in which the Purchase Payment was received.

     For purposes of calculating the Withdrawal Charge, (1) the oldest Purchase 
Payments will be treated as the first withdrawn, newer Purchase Payments next, 
and appreciation last; (2) amounts withdrawn up to the Free Withdrawal Amount 
will not be considered a withdrawal of Purchase Payments; and (3) if the 
Surrender Value is withdrawn, the Withdrawal Charge will apply to all Purchase 
Payments not previously assessed with a Withdrawal Charge.

     As shown above, the Withdrawal Charge percentage varies, depending on the 
"age" of the Purchase Payments included in the withdrawal--that is, the Policy 
Year in which the Purchase Payment was made. A Withdrawal Charge Rate of 7% 
applies to Purchase Payments withdrawn that are less than 2 years old. 
Thereafter the Withdrawal Charge Rate decreases each year until the Purchase 
Payment withdrawn is 6 years old or older. Amounts representing Purchase 
Payments 6 years old may be withdrawn without charge.

     The Withdrawal Charge will be deducted from the remaining Policy Value, or 
from the amount paid if the remaining value is insufficient. The Withdrawal 
Charge partially compensates United Investors for sales expenses with regard to 
the Policy, including agent sales commissions,

                                     -22-
<PAGE>
 

the cost of printing prospectuses and sales literature, advertising, and other 
marketing and sales promotional activities.

     The amounts received by United Investors from the Withdrawal Charge may not
be sufficient to cover distribution expenses.  United Investors expects to 
recover any deficiency from United Investors' general assets (which include 
amounts derived from the Mortality and Expense Risk Charge).  United Investors 
believes that this distribution financing arrangement will benefit the Variable 
Account and Policyowners.


Waiver of Withdrawal Charges Rider

     If the Waiver of Withdrawal Charges Rider ("Rider") is attached to your 
Policy, we may waive the withdrawal charges described above provided that the 
conditions described in the Rider are met, including: (a) the Owner or the 
Owner's spouse is continuously confined to a "Nursing Home," "Hospital", or 
"Hospice Care Program" (as defined in the Rider) for a combined stay of at least
30 days within a 35 day period; (b) such confinement must have totally occurred 
after the Policy Date: and (c) written notice and satisfactory proof of 
confinement are received no later than 60 days after confinement ends.  Waiver 
of Withdrawal Charges is subject to all of the conditions and provisions of the 
Rider. (See your Policy.)  The Rider is not available in all states.  There is 
no charge for this Rider.


Annual Contract Maintenance Charge

     United Investors deducts an annual charge of $35, which meets the "at cost"
standards of Rule 26a-1 under the Investment Company Act of 1940, to partially 
compensate us for expenses incurred in administering the Policy.  These expenses
include costs of maintaining records, processing Death Benefit claims, 
surrenders, transfers and Policy changes, providing reports to Policyowners, and
overhead costs.  This charge is waived on any Policy Anniversary on which the 
cumulative Purchase Payments less withdrawals equals or exceeds $30,000.  This 
charge is guaranteed not to increase during the life of the Policy.  This 
deduction will be made from the variable Investment Divisions in the same 
proportion that their values bear to the Variable Account Value.  Prior to the 
Retirement Date, this charge is deducted on each Policy Anniversary and on a 
full surrender.  After the Retirement Date, this charge is not deducted.


Administration Fee

     In addition to the Annual Contract Maintenance Charge, United Investors 
deducts a daily charge from the Investment Divisions of the Variable Account at 
an annual rate of 0.15% of the average daily net assets of each Investment 
Division to partially compensate us from expenses incurred in administering the
Variable Account and the Policy.  These expenses include costs of maintaining 
records, processing Death Benefit claims, surrenders, transfers and Policy 
changes,


                                    - 23 -
<PAGE>
 

providing reports to Policyowners, and overhead costs.  This charge is 
guaranteed not to increase during the life of the Policy.


Reduction In Charges For Certain Groups

     United Investors may reduce or eliminate the Administrative Fee, Annual 
Contract Maintenance Charge, or Withdrawal Charges on Policies that have been 
sold to (1) employees and sales representatives of United Investors or its 
affiliates; (2) customers of United Investors or distributors of the Policies 
who are transferring existing policy values to a Policy; (3) individuals or 
groups of individuals when sales of the contract result in savings of sales or 
administrative expenses; or (4) individuals or groups of individuals where 
Purchase Payments are to be made through an approved group payment method and 
where the size and type of the group results in savings of administrative 
expenses.

     In no event will reduction or elimination of the Administrative Fee, Annual
Contract Maintenance Charge, or Withdrawal Charges be permitted where such 
reduction or elimination will be unfairly discriminatory to any person.


Mortality and Expense Risk Charge

     United Investors deducts a daily charge from the Investment Divisions of 
the Variable Account at an annual rate of 1.25% of the average daily net assets 
of each Investment Division to compensate us for assuming certain mortality and 
expense risks under the Policy.  There is no Mortality and Expense Risk Charge 
for amounts in the Fixed Account.  United Investors may realize a profit from 
this charge.  However, the level of this charge is guaranteed for the life of 
the Policy and may not be increased.  United Investors will continue to deduct 
this charge after the Retirement Date.

     The mortality risk borne by United Investors arises in part from its 
obligation to make monthly Annuity Payments (determined in accordance with the 
annuity tables and other provisions contained in the Policy) regardless of how 
long all Annuitants or any individual may live.  This undertaking assures that 
neither an Annuitant's own longevity, nor an improvement in general life 
expectancy greater than expected, will have any adverse effect on the monthly 
Annuity Payments the Annuitant will receive under the Policy.  It therefore 
relieves the Annuitant from the risk that he will outlive the funds accumulated 
for retirement.  The mortality risk also arises in part because of the risk that
the Death Benefit may be greater than the Policy Value.  United Investors also 
assumes the risk that other expense charges may be insufficient to cover the 
actual expenses incurred in connection with the Policy.

                                    - 24 -
<PAGE>
 
Optional Death Benefit Rider Charge

     If you choose the Optional Death Benefit Rider, there will be an annual 
charge to compensate United Investors for the additional mortality risk. This 
charge is 0.17% of the average death benefit amount, and it is deducted on each 
Policy Anniversary (on a surrender of the Policy a pro rata portion is 
deducted), through the cancellation of accumulation units. It is not deducted 
after the Retirement Date. The average death benefit amount is the mean of the 
death benefit amount on the Policy Anniversary (or the date of surrender) and 
the preceding Policy Anniversary.


Transaction Charge

     You may request up to 12 withdrawals per Policy Year without a Transaction 
Charge. After the 12th withdrawal in a Policy Year, a Transaction Charge will 
apply to each additional withdrawal. The Transaction Charge will be equal to the
lesser of $20 or 2% of the amount withdrawn. This charge will be deducted from 
the remaining Policy Value, or from the amount paid if the remaining value is 
insufficient. United Investors does not expect to profit from this Transaction 
Charge.


Premium Taxes

     United Investors will deduct a charge for any premium taxes incurred. 
Depending on state and local law, premium taxes can be incurred when a Purchase 
Payment is accepted, when Policy Value is withdrawn or surrendered, or when 
Annuity Payments start.


Federal Taxes
     
     Currently no charge is made to the Variable Account for Federal income 
taxes that may be attributable to the Variable Account. United Investors may, 
however, make such a charge in the future. Charges for other taxes, if any, 
attributable to the Variable Account may also be made. (See "Federal Tax 
Matters.")


Fund Expenses

     The value of the assets of the Variable Account will reflect the investment
management fee and other expenses incurred by the Portfolios.

                                     -25-
<PAGE>
 
                               ANNUITY PAYMENTS

Election Of Payment Option

     The Policyowner has the sole right to elect or change an Annuity Payment 
Option during the lifetime of the Owner and prior to the Retirement Date, either
in the application or by Written Request any time at least 30 days before the 
Retirement Date. We may require the exchange of the Policy for a contract 
covering the option selected.


Retirement Date

     The first Annuity Payment will be made as of the Retirement Date. You may 
select the Retirement Date in the application for the Policy. If no selection is
made, the Retirement Date will be the later of the Annuitant's age 85 or 10 
years after the Policy Date, or the date required by state law. The Retirement 
Date cannot be earlier than the first Policy Anniversary. You may change the 
Retirement Date at any time by giving us Written Notice, provided that you give 
us Written Notice at least 30 days prior to the new Retirement Date. A 
Retirement Date may be the first day of any calendar month commencing 30 days 
after the first Policy Anniversary. If the net amount to be applied to an option
is less than $50, we have the right to change the frequency of payment to an 
interval that will result in payments of at least $50.


Available Options

     On the Retirement Date, the Policy Value as of 14 days prior to the 
Retirement Date, less any premium taxes, may be applied to make Fixed Annuity 
Payments, Variable Annuity Payments, or a combination thereof. Fixed Annuity 
Payments provide guaranteed annuity payments which remain fixed in amount 
throughout the payment period. Fixed Annuity Payments do not vary with the 
investment experience of the Investment Divisions. The dollar amount of Variable
Annuity Payments after the first is not fixed.

     The Annuity Payment Options currently available are:

     Option 1:   Life Annuity With No Guaranteed Period--This option provides
                 monthly Annuity Payments during the lifetime of the Annuitant.
                 No payment will be made after the death of the Annuitant. It is
                                                                           -----
                 possible that only one payment will be made under this option
                 -------------------------------------------------------------
                 if the Annuitant dies before the second payment is due; only
                 ------------------------------------------------------------
                 two payments will be made if the Annuitant dies before the
                 ----------------------------------------------------------
                 third payment is due, and so forth.
                 ----------------------------------

     Option 2:   Joint Life Annuity Continuing To The Survivor--This option
                 provides monthly Annuity Payments during the lifetime of the
                 Annuitant and a joint

                                     -26-
<PAGE>
 
                   Annuitant. Payments will continue to the survivor during the
                   survivor's remaining lifetime. If the joint Annuitant does
                   not survive the Annuitant, payments will end with the payment
                   due just before the death of the Annuitant. It is possible
                   that only one payment or very few payments will be made under
                   this option if the Annuitant and joint Annuitant both die
                   before or shortly after payments begin.

      Option 3:    Life Annuity With 120 or 240 Monthly Payments Guaranteed--
                   This option provides monthly Annuity Payments during the
                   lifetime of the Annuitant. A guaranteed period of 120 or 240
                   months may be chosen. If the Annuitant dies prior to the end
                   of this guaranteed period monthly Annuity Payments will be
                   made to the Beneficiary until the end of the guaranteed
                   period.


United Investors may make other payment options available in the future and 
other payment options can be arranged with our written consent. The Withdrawal 
Charge may apply to such other Payment Options.


      In the event that you have not selected an Annuity Payment Option on the 
Retirement Date, we will make monthly annuity payments during the lifetime of 
the Annuitant with 120 monthly payments guaranteed.


      The amount of each Annuity Payment under the options described above will 
depend on the sex and age of the Annuitant (or Annuitants) at the time the first
payment is due. The Annuity Payments may be more or less than the total Purchase
Payments made because (a) Variable Annuity Payments vary with the investment 
experience of the underlying Portfolios and the Owner therefore bears the 
investment risk under Variable Annuity Payments and (b) Annuitants may die 
before the actuarially predicted date of death. As such, the amount of Annuity 
Payments cannot be predicted. The method of computing the Annuity Payments is 
described in more detail in the Statement of Additional Information.


      The duration of the Annuity Payment Option may affect the dollar amount of
each Annuity Payment. For example, if an Annuity Payment Option guaranteed for 
life is chosen, the Annuity Payments may be greater or less than the Annuity 
Payments for an annuity for a guaranteed period, depending on the life 
expectancy of the Annuitant.


      If the actual net investment experience of the Investment Divisions after 
the Retirement Date is less than the assumed investment rate, then the dollar 
amount of the Variable Annuity Payments will decrease. The dollar amount of 
the Variable Annuity Payments will stay level if the net investment experience 
equals the assumed investment rate, and the dollar amount of the Variable 
Annuity Payments will increase if the net investment experience exceeds the 
assumed investment rate. For purposes of the Annuity Payments, the assumed 
investment rate is 4.0% Fixed Annuity Payment amounts will be based on our Fixed
Annuity Payment rates in effect on the settlement date. These rates are 
guaranteed not to be less than payments based on the 1983


                                     -27-

<PAGE>
 
Individual Annuity Mortality Table (set back one year) with interest at 4.0%. 
The one year setback results in lower payments than if no setback is used.

     After the Retirement Date, Policy Value may not be withdrawn, nor may the 
Policy be surrendered. The Annuitant (if other than the Owner) will be entitled 
to exercise any voting rights and to reallocate the value of the Annuitant's 
interest in the Investment Divisions. (See "Voting Rights" and "Transfers.")

     The Policies offered by this Prospectus contain life annuity tables that
provide for different benefit payments to men and women of the same age although
they provide for unisex tables where requested and required by law.
Nevertheless, in accordance with the U.S. Supreme Court's decision in Arizona
Governing Committee v. Norris, in certain employment related situations, annuity
tables that do not vary on the basis of sex must be used. Accordingly, if the
Policy is to be used in connection with an employment related retirement or
benefit plan, consideration should be given, in consultation with your legal
counsel, to the impact of Norris on any such plan before making any
contributions under these Policies.

                          DISTRIBUTOR OF THE POLICIES

     MAP Investments Incorporated ("MAP"), 9020 North May Avenue, Suite 290, 
Oklahoma City, Oklahoma 73120-4498, is the principal underwriter and the 
distributor of the Policies. MAP may enter into written sales agreements with 
various broker-dealers to aid in the distribution of the Policies. A commission 
plus bonus compensation may be paid to broker-dealers or agents in connection 
with sales of the Policies. Bonus compensation will be based on Purchase 
Payments received (both initial and additional).


                              FEDERAL TAX MATTERS
                      THE FOLLOWING DISCUSSION IS GENERAL
                      AND IS NOT INTENDED AS TAX ADVICE.


Introduction

    This discussion is not intended to address the tax consequences resulting 
from all of the situations in which a person may be entitled to or may receive a
distribution under a Policy. Any person concerned about these tax implications 
should consult a competent tax adviser before initiating any transaction. This 
discussion is based upon United Investors' understanding of the present Federal 
income tax laws as they are currently interpreted by the Internal Revenue 
Service. Moreover, no attempt has been made to consider any applicable state or 
other tax laws.


                                     -28-
<PAGE>
 
      The Policy may be purchased on a non-qualified tax basis ("Nonqualified 
Policy") or purchased and used in connection with plans qualifying for favorable
tax treatment ("Qualified Policy"). The Qualified Policies were designed for use
by individuals whose Purchase Payments are comprised solely of proceeds from 
and/or contributions under retirement plans which are intended to qualify as 
plans entitled to special income tax treatment under Sections 401(a), 403(b), 
408, or 457 of the Internal Revenue Code of 1968, as amended (the "Code"). The 
ultimate effect of Federal income taxes on the Policy Value, on Annuity Payments
and on the economic benefit to an Owner, the Annuitant or the Beneficiary 
depends on the type of retirement plan, on the tax and employment status of the 
individual concerned and on United Investors' tax status. In addition, certain 
requirements must be satisfied in purchasing a Qualified Policy with proceeds 
from a tax qualified plan in order to continue receiving favorable tax 
treatment. Therefore, purchasers of Qualified Policies should seek competent 
legal and tax advice regarding the suitability of the Policy for their 
situation, the applicable requirements and the tax treatment of the rights and 
benefits of a Policy. The following discussion assumes that Qualified Policies 
are purchased with proceeds from and/or contributions under retirement plans 
that qualify for the intended special Federal income tax treatment.


Taxation of Annuities in General

      The following discussion assumes that the Policy will qualify as an 
annuity contract for Federal income tax purposes. The Statement of Additional 
Information describes such qualifications.

      Section 72 of the Code governs taxation of annuities in general. United 
Investors believes that an annuity owner who is a natural person generally is 
not taxed on increases in the value of a Policy until distribution occurs either
in the form of a lump sum received by withdrawing all or part of the cash value 
(i.e., withdrawals) or as Annuity Payments under the Annuity Payment Option 
elected. For this purpose, the assignment, pledge, or agreement to assign or 
pledge any portion or the Policy Value generally will be treated as a 
distribution. The taxed portion of a distribution (in the form of a lump sum 
payment or an annuity) is taxed as ordinary income.

      An owner of any deferred annuity contract who is not a natural person 
generally must include in income any increase in the excess of the owner's 
Policy Value over the owner's investment in the contract during the taxable 
year. However, there are some exceptions to this rule and you may wish to 
discuss these with your tax adviser.

      Possible Changes in Taxation. In recent years, legislation has been 
proposed that would have adversely modified the Federal taxation of certain 
annuities. For example, one such proposal would have changed the tax treatment 
of nonqualified annuities that did not have "substantial life contingencies" by 
taxing income as it is credited to the annuity. Although as of the date of this 
Prospectus Congress is not considering any legislation regarding the taxation of
annuities, there is always the possibility that the tax treatment of annuities 
could change by legislation or other means (such as IRS regulations, revenue 
ruling, and judicial decisions).


                                     -29-





<PAGE>
 
Moreover, it is also possible that any legislative change could be retroactive 
(that is, effective prior to the date of such change).

     The following discussion applies to Policies owned by natural persons.

     Withdrawals. In the case of a withdrawal under a Qualified Policy, a 
ratable portion of the amount received is taxable, generally based on the ratio 
of the "investment in the contract" to the total Policy Value. The "investment 
in the contract" generally equals the portion, if any, of any Purchase Payments 
paid by or on behalf of an individual under a Policy which was not excluded from
the individual's gross income. For Policies issued in connection with qualified 
plans, the "investment in the contract" can be zero. Special rules may apply to 
a withdrawal from a Qualified Policy with respect to "investment in the 
contract" as of December 31, 1986, and in other circumstances.

     Generally, in the case of a withdrawal under a Nonqualified Policy before 
the annuity starting date, amounts received are first treated as taxable income 
to the extent that the Policy Value immediately before the withdrawal exceeds 
the "investment in the contract" at that time. Any additional amount withdrawn 
is not taxable.

     In the case of a full surrender under a Qualified or Nonqualified Policy, 
the amount received generally will be taxable only to the extent it exceeds the 
"investment in the contract."

     Annuity Payments. Although the tax consequences may vary depending on the 
Annuity Payment Option elected under the Policy, generally only the portion of 
the Annuity Payment that represents the amount by which the Policy Value exceeds
the "investment in the contract" will be taxed. For Variable Annuity Payments, 
in general the taxable portion of each Annuity Payment (prior to recovery of the
investment in the contract) is determined by a formula which establishes a 
specific dollar amount of each Annuity Payment that is not taxed. This dollar 
amount is determined by dividing the "investment in the contract" by the total 
number of expected Annuity Payments. For Fixed Annuity Payments, in general 
there is no tax on the amount of each payment which represents the same ratio 
that the "investment in the contract" bears to the total expected value of 
annuity payments for the term of payments; however, the remainder of each 
payment is taxable. In all cases, after the "investment in the contract" is 
recovered, the full amount of any additional Annuity Payments is taxable.

     Penalty Tax. In the case of a distribution pursuant to a Nonqualified 
Policy, there may be imposed a Federal penalty tax equal to 10% of the amount 
treated as taxable income. In general, however, there is no penalty tax on 
distributions: (1) made on or after the taxpayer attains age 59-1/2, (2) made as
a result of the owner's death or is attributable to the taxpayer's disability, 
or (3) received in substantially equal periodic payments as a life annuity.

     Qualified Policies. The tax rules applicable to a Qualified Policy vary 
according to the type of plan and the terms and conditions of the plan. Special 
favorable tax treatment may be available for certain types of contributions and 
distributions.  Adverse tax consequences may

                                     -30-

<PAGE>
 
result from contributions in excess of specified limits; distributions prior to 
age 59-1/2 (subject to certain exceptions); distributions that do not conform to
specified commencement and minimum distribution rules; aggregate distributions 
in excess of a specified annual amount; and in other specified circumstances.

     We make no attempt to provide more than general information about the use 
of the Policy with the various types of retirement plans. Owners and 
participants under retirement plans as well as Annuitants and Beneficiaries are 
cautioned the rights of any person to any benefits under a Qualified Policy may 
be subject to the terms and conditions of the plans themselves, regardless of 
the terms and conditions of the Policy issued in connection with such a plan. 
Some retirement plans are subject to distribution and other requirements that 
are not incorporated into our Policy administration procedures. Owners, 
participants and beneficiaries are responsible for determining that 
contributions, distributions and other transactions with respect to the 
Qualified Policy comply with applicable law.  Purchasers of annuity contracts 
for use with any qualified retirement plan should consult their legal counsel 
and tax adviser regarding the suitability of the annuity contract.

     Code Section 401(a) permits employers to establish various types of 
retirement plans for employees, and permits self-employed individuals to 
establish retirement plans for themselves and their employees.  These retirement
plans may permit the purchase of the Policies to accumulate retirement savings 
under the plans.  Adverse tax or other legal consequences to the plan, to the 
participant or to both may result if this Policy is assigned or transferred to 
any individual as a means to provide benefit payments, unless the plan complies 
with the legal requirements applicable to such benefits prior to transfer of the
Policy.

     Tax Sheltered Annuity (TSA) Section 403(b) payments made by public school 
systems and certain tax exempt organizations are excludable from the gross 
income of the employee, subject to certain limitations.  However, these payments
may be subject to FICA (Social Security) taxes.  Code Section 403(b)(11) 
restricts the distribution under Code Section 403(b) annuity contracts of: 
(1) elective contributions made in years beginning after December 31, 1988; 
(2) earnings on those contributions; and (3) earnings in such years on amounts 
held as of the last year beginning before January 1, 1989.  Distribution of 
those amounts may only occur upon death of the employee, attainment of 
age 59-1/2, separation from service, disability, or financial hardship.  In 
addition, income attributable to elective contributions may not be distributed 
in the case of hardship.

     Individual Retirement Annuities are subject to limitations on the amount 
which may be contributed and deducted and the time when distributions may 
commence.  In addition, distributions from certain other types of retirement 
plans may be placed into an Individual Retirement Annuity on a tax deferred 
basis.  The Internal Revenue Service has not addressed in a ruling of general 
applicability whether a death benefit provision such as the provision in the 
Policy comports with IRA qualification requirements.

                                    - 31 -
<PAGE>
 

     Internal Revenue Code Section 457 provides for certain deferred 
compensation plans.  These plans may be offered with respect to service for 
state governments, local governments, political subdivisions, agencies, 
instrumentalities and certain affiliates of such entities, and tax exempt 
organizations.  These plans are subject to various restrictions on contributions
and distributions.  These plans may permit participants to specify the form of 
investments for their deferred compensation account.  All investments under such
Plans are owned by the sponsoring employer and are subject to the claims of 
general creditors of the employer.  Depending on the terms of the particular 
plan, the employer may be entitled to draw on deferred amounts for purposes 
unrelated to its Section 457 plan obligations.  In general, all amounts received
under a Section 457 plan are taxable and are subject to Federal income tax 
withholding as wages.

     Multiple Nonqualified Policies.  All nonqualified deferred annuities 
entered into after October 21, 1988 that are issued by United Investors (or its 
affiliates) to the same owner during any calendar year are treated as one 
annuity contract for purposes of determining the amount includible in gross 
income under Section 72(e) of the Code.  In addition, there may be other 
situations in which the Treasury Department may (under its authority to issue 
regulations or otherwise) conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same owner.  Accordingly, a Policy 
Owner should consult a competent tax advisor before purchasing more than one 
annuity contract.

      Transfers. A transfer or assignment of ownership of a Policy, or 
designation of an Annuitant or other Beneficiary who is not also the Owner, may 
result in certain tax consequences to the Owner that are not discussed herein.  
An Owner contemplating any such transfer, assignment or designation should 
contact a competent tax advisor with respect to the potential tax effects of 
such transaction.

     Death Benefits.  Amounts may be distributed from a Contract because of the 
death of an Owner or an Annuitant.  Generally, such amounts are includible in 
the income of the recipient as follows: (1) if distributed in a lump sum, they 
are taxed in the same manner as a full surrender of the Policy, as described 
above, or (2) if distributed under an annuity option, they are taxed in the same
manner as annuity payments, as described above.  For these purposes, the 
investment in the contract is not affected by an Owner's or Annuitant's death.  
That is, the investment of the contract remains the amount of any Purchase 
Payments paid which were not excluded from gross income.

     General.  As noted above, the foregoing comments about the Federal tax 
consequences under these Policies are not exhaustive and special rules are 
provided with respect to other tax situations not discussed in this Prospectus. 
Further, the Federal tax consequences discussed herein reflect United Investors'
understanding of current law and the law may change.  Federal estate and state 
and local estate, inheritance and other tax consequences of ownership or recept 
of distributions under a Policy depend on the individual circumstances of each 
owner of the Policy or recipient of the distribution.  A competent tax adviser 
should be consulted for further information.

                                    - 32 -
<PAGE>
 

                                 VOTING RIGHTS

     To the extent deemed to be required by law, United Investors will vote the 
Funds' shares held in the Variable Account at shareholder meetings of the Funds 
in accordance with instructions received from persons having voting interests in
the corresponding Investment Divisions of the Variable Account.  If, however, 
the 1940 Act or any regulation thereunder should be amended or if the present 
interpretation thereof should change, or if United Investors determines that it 
is allowed to vote the Fund shares in its own right, United Investors may elect 
to do so.  The Funds do not hold regular annual shareholder meetings.

     The number of votes which are available to an Owner will be calculated 
separately for each Investment Division of the Variable Account.  That number 
will be determined by applying his or her percentage interest, if any, in a 
particular Investment Division to the total number of votes attributable to that
Investment Division.  Prior to the Retirement Date, the Owner holds a voting 
interest in each Investment Division to which the Policy Value is allocated.  
After the Retirement Date, the person receiving Variable Annuity Payments has 
the voting interest.  The number of votes prior to the Retirement Date will be 
determined by dividing the value of the Policy allocated to the Investment 
Division by the net asset value per share of the corresponding Portfolio.  After
the Retirement Date, the votes attributable to a Policy decrease as the value of
the Investment Divisions decrease with Variable Annuity Payments.  In 
determining the number of votes, fractional shares will be recognized.

     The number of votes of a Portfolio which are available will be determined
as of the date conincident with the date established by that Portfolio for
determining shareholders eligible to vote at the meeting of the Fund. Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the Fund.

     Portfolio shares attributable to the Policies as to which no timely 
instructions are received will be voted in proportion to the voting instructions
which are received with respect to all Policies participating in the Investment 
Division.  Voting instructions to abstain on any item to be voted upon will be 
applied on a pro rata basis to reduce the votes eligible to be cast.

     Each person having a voting interest in an Investment Division will receive
proxy material, reports and other materials relating to the appropriate 
Portfolio.


                               LEGAL PROCEEDINGS

     There are no legal proceeding to which the Variable Account is a party to 
or to which the assets of the Variable Account is subject.  United Investors is 
not involved in any litigation that is of material importance in relation to its
total assets or that relates to the Variable Account.

                                    - 33 -
<PAGE>
 

                             FINANCIAL STATEMENTS

     The financial statements for United Investors (as well as the Auditors' 
Report thereon) are in the Statement of Additional Information.  Neither this 
Prospectus nor the Statement of Additional Information contains financial 
statements for the Variable Account because it has not yet commenced operations,
has no assets or liabilities, and has received no income and incurred no 
expenses as of the date of this Prospectus.

                                    - 34 -
<PAGE>
 
                      STATEMENT OF ADDITIONAL INFORMATION

     A Statement of Additional Information is available which contains more 
details concerning the subjects discussed in this Prospectus. The following is 
the Table of Contents for that Statement:

                               Table of Contents

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
THE POLICY..........................................................  3
     Accumulation Units.............................................  3
     Annuity Units..................................................  3
     Net Investment Factor..........................................  4
     Determination of Annuity Payments..............................  4
          Fixed Annuity Payments....................................  5
          Variable Annuity Payments.................................  5
     The Contract...................................................  6
     Misstatement of Age or Sex.....................................  6
     Annual Report..................................................  6
     Non-Participation..............................................  6
     Delay or Suspension of Payments................................  7
     Ownership......................................................  7
     Beneficiary....................................................  7
     Change of Owner or Beneficiary.................................  8
     Assignment.....................................................  8
     Incontestability...............................................  8
     Evidence of Survival...........................................  8
FIXED ACCOUNT.......................................................  8
PERFORMANCE DATA CALCULATIONS.......................................  9
     Money Market Division's Yield Calculation......................  9
     Other Investment Divisions' Yield Calculations.................  10
     Average Annual Total Return Calculations.......................  11
     Cumulative Total Return Calculations...........................  12
PERFORMANCE FIGURES.................................................  12
     Historical Performance Data....................................  12
     Hypothetical Performance Data..................................  12
FEDERAL TAX MATTERS.................................................  13
     Taxation of United Investors...................................  13
     Tax Status of the Policies.....................................  13
     Withholding....................................................  15
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...................  15
DISTRIBUTION OF THE POLICY..........................................  16
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS..............................  17
STATE REGULATION....................................................  17
RECORDS AND REPORTS.................................................  17
</TABLE>

                                     -35-
<PAGE>
 
<TABLE>
<S>                                                                   <C>
LEGAL MATTERS.......................................................  18
EXPERTS.............................................................  18
OTHER INFORMATION...................................................  18
FINANCIAL STATEMENTS................................................  19
</TABLE>

                                     -36-
<PAGE>
 
                          RETIREMAP VARIABLE ACCOUNT

                      STATEMENT OF ADDITIONAL INFORMATION
                                    FOR THE
                       DEFERRED VARIABLE ANNUITY POLICY

                                  Offered by

                    United Investors Life Insurance Company


This Statement of Additional Information expands upon subjects discussed in the 
current Prospectus for the Deferred Variable Annuity Policy ("Policy") offered 
by United Investors Life Insurance Company. You may obtain a copy of the 
Prospectus dated _____________ __, 1996, by writing to United Investors Life 
Insurance Company, Variable Products Division, P.O. Box 156, Birmingham, Alabama
35201-0156. Terms used in the current Prospectus for the Policy are incorporated
in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ 
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY.


                        Dated: ________________ __, 1996






                                       1
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                   Corresponding
                                                                       Page in
                                                          Page       Prospectus
                                                          ----       ----------
<S>                                                        <C>            <C> 
THE POLICY . . . . . . . . . . . . . . . . . . . . . . .    3             14
          Accumulation Units . . . . . . . . . . . . . .    3
          Annuity Units. . . . . . . . . . . . . . . . .    3
          Net Investment Factor. . . . . . . . . . . . .    4
          Determination of Annuity Payments  . . . . . .    4
              Fixed Annuity Payments . . . . . . . . . .    5
              Variable Annuity Payments. . . . . . . . .    5
          The Contract . . . . . . . . . . . . . . . . .    6
          Misstatement of Age or Sex . . . . . . . . . .    6
          Annual Report. . . . . . . . . . . . . . . . .    6
          Non-Participation. . . . . . . . . . . . . . .    6
          Delay or Suspension of Payments. . . . . . . .    7
          Ownership. . . . . . . . . . . . . . . . . . .    7
          Beneficiary. . . . . . . . . . . . . . . . . .    7
          Change of Ownership or Beneficiary . . . . . .    8
          Assignment . . . . . . . . . . . . . . . . . .    8
          Incontestability . . . . . . . . . . . . . . .    8
          Evidence of Survival . . . . . . . . . . . . .    8

FIXED ACCOUNT. . . . . . . . . . . . . . . . . . . . . .    8             13

PERFORMANCE DATA CALCULATIONS. . . . . . . . . . . . . .    9              9
          Money Market Investment Division's Yield 
           Calculation . . . . . . . . . . . . . . . . .    9
          Other Investment Divisions' Yield Calculations   10
          Average Annual Total Return Calculations . . .   11
          Cumulative Total Return Calculations . . . . .   12

PERFORMANCE FIGURES. . . . . . . . . . . . . . . . . . .   12
          Historical Performance Figures . . . . . . . .   12
          Hypothetical Performance Data. . . . . . . . .   12
  
FEDERAL TAX MATTERS. . . . . . . . . . . . . . . . . . .   13             28
          Taxation of United Investors . . . . . . . . .   13
          Tax Status of the Policies . . . . . . . . . .   13
          Withholding. . . . . . . . . . . . . . . . . .   15

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. . . .   15

DISTRIBUTION OF THE POLICY . . . . . . . . . . . . . . .   16             28

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS . . . . . . . . .   17

STATE REGULATION . . . . . . . . . . . . . . . . . . . .   17

RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . .   17

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . .   18             33

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . .   18

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . .   18

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . .   19             34

</TABLE> 

                                       2
 
<PAGE>


                                  THE POLICY
                                  ----------

     As a supplement to the description in the Prospectus, the following 
provides additional information about the Policy.

Accumulation Units
- ------------------

     An Accumulation Unit is an accounting unit used prior to the Retirement 
Date to calculate the Variable Account Value. The portion of a Net Purchase 
Payment that you allocate to an Investment Division of the Variable Account is 
credited as Accumulation Units in that Investment Division. Similarly, the value
that you transfer to an Investment Division of the Variable Account is credited 
as Accumulation Units in that Investment Division. The number of Accumulation 
Units to credit is determined by dividing (1) the dollar amount allocated to the
Investment Division by (2) the Investment Division's appropriate Accumulation 
Unit Value for the Valuation Period in which we received the Purchase Payment or
transfer request (in the case of the initial Purchase Payment, we will credit
Accumulation Units for that Purchase Payment based on the Accumulation Unit 
value for the Policy Date).

     The value of an Accumulation Unit for each Investment Division was 
initially arbitrarily set at $1. The value for any later Valuation Period is 
found by multiplying the Accumulation Unit Value for an Investment Division for 
the last prior Valuation Period by such investment Division's Net Investment 
Factor (described below) for the following Valuation Period. Like the Policy 
Value, the value of an Accumulation Unit may increase or decrease from one 
Valuation Period to the next.

Annuity Units
- -------------

     An Annuity Unit is an accounting unit used after the Retirement Date to 
calculate the value of Variable Annuity Payments. The value of an Annuity Unit 
in each Investment Division was initially set at $1. The value for any later 
Valuation Period is determined by (a) multiplying the Annuity Unit for an 
Investment Division for the last prior Valuation Period for such Investment 
Division's Net Investment Factor for the following Valuation Period, and (b) 
adjusting the result to compensate for the interest rate assumed in the annuity 

                                       3


<PAGE>

tables used to determine the amount of the first Variable Annuity Payment. The
value of an Annuity Unit for each Investment Division changes to reflect the 
investment performance of the Portfolio underlying that Investment Division.

Net Investment Factor
- ---------------------

     The Net Investment Factor is an index applied to measure the investment 
performance of an Investment Division of the Variable Account from one Valuation
Period to the next. The Net Investment Factor may be greater or less than one, 
so the value of an Investment Division may increase or decease.

     The Net Investment Factor of an Investment Division for any Valuation 
Period is determined by dividing (1) by (2) and substracting (3) from the 
result, where: 

     (1)  is the result of:

          (a) the net asset value per share of the Portfolio shares held in the
              Investment Division determined at the end of the current Valuation
              Period; plus

          (b) the per share amount of any dividend or capital gain
              distributions on the Portfolio shares held in the Investment
              Division, if the "ex-dividend" date occurs during the current
              Valuation Period; plus or minus

          (c) A charge or credit for any taxes reserved for the current
              Valuation Period which we determine to have resulted from the
              investment operations of the Investment Division;

     (2)  is the result of:

          (a) the net asset value per share of the Portfolio shares held in the
              Investment Division, determined at the end of the previous
              Valuation Period; plus or minus

          (b) the charge or credit for any taxes reserved for the previous 
              Valuation Period; and

     (3)  is a deduction for the 1.25% Mortality and Expense Risk Charge and the
          0.15% Administration Fee.

Determination of Annuity Payments
- ---------------------------------

      At the Retirement Date, the Policy Value as of 14 days prior to the

                                       4



<PAGE>
 
Retirement Date, less any applicable premium taxes, may be applied to make Fixed
Annuity Payments, Variable Annuity Payments, or a combination thereof.

        Fixed Annuity Payments. Fixed Annuity Payments provide guaranteed 
        ----------------------
annuity payments which remain fixed in amount throughout the payment period. 
Fixed Annuity Payments do not vary with the investment experience of the 
Investment Divisions. The payment amount will be based on our Fixed Annuity 
Payment rates in effect on the settlement date. These rates are guaranteed not 
to be less than payments based on the 1983 Individual Annuity Mortality Table 
(set back one year) with interest at 4.0%. The one year setback results in lower
rates than if no setback is used. Where requested and required by law unisex 
tables will be used.

        Variable Annuity Payments. The dollar amount of the first Variable 
        -------------------------
Annuity Payment is determined by multiplying the net value applied by purchase 
rates based on the 1983 Individual Annuity Mortality Table (set back one year) 
with interest at 4.0%. The one year setback results in lower rates than if no 
setback is used. Where requested and required by law unisex tables will be used.

        The portion of the first Variable Annuity Payment attributed to each 
Investment Division is divided by the Annuity Unit Value for the Investment 
Division (as of the same date that the amount of the first Variable Annuity 
Payment is determined) to determine the number of Annuity Units upon which later
Variable Annuity Payments will be made. This number of Annuity Units will not 
change unless subsequently changed by reallocation. The dollar amount of each 
monthly Variable Annuity Payment after the first Annuity Payment will equal the 
sum of the number of Annuity Units credited to each Investment Division 
multiplied by the Annuity Unit Value for each respective Investment Division for
the Valuation Period as of 14 days prior to the Variable Annuity Payment.

        After the Retirement Date, the Annuitant may reallocate the value of the
Annuitant's interest in the Investment Divisions, no more than once each Policy 
Year, by sending a Written Request to United Investors. A reallocation will be 
effected during the Valuation Period as of 14 days prior to the next Variable 
Annuity Payment, by converting Annuity Units for the value transferred from an 
Investment Division into Annuity Units in the Investment Division to which the


                                       5







<PAGE>
 
value is transferred. Reallocations may cause the number of Annuity Units to 
change, but will not change the dollar amount of the Variable Annuity Payment as
of the date of reallocation. 

     United Investors guarantees that the dollar amount of monthly Variable 
Annuity Payments after the first payment will not be affected by variations in 
expenses or mortality experience.

The Contract
- ------------

     The entire contract is made up of the Policy, any riders, and the written 
application. All statements made in the application, in the absence of fraud, 
are considered representations and not warranties. Only the statements made in 
the written application can be used by us to defend a claim or void the Policy.
    
     Changes to the Policy are not valid unless we make them in writing. They 
must be signed by one of our executive officers. No agent has authority to 
change the Policy or to waive any of its provisions.

Misstatement of Age or Sex
- --------------------------

     If the Annuitant's age or sex is misstated, we will adjust each benefit and
any amount to be paid to reflect the correct age and sex.

Annual Report
- -------------

     At least once each Policy Year prior to the Retirement Date we will send 
you a report on your Policy. It will show the current Policy Value, the current 
Fixed Account Value, the current value of the Investment Divisions of the
Variable Account, the Purchase Payments paid, all charges and partial 
withdrawals since the last report, the current Surrender Value and the current 
Death Benefit. We will also include in the report any other information required
by state law or regulation. Further, we will send you the reports required by 
the Investment Company Act of 1940. You may request additional reports during 
the year but we may charge a fee for any additional reports.

Non-Participation
- -----------------

     The Policy is non-participating. This means that no dividends will be paid 
on your Policy. It will not share in our profits or surplus earnings.

                                       6
<PAGE>
 
Delay or Suspension of Payments
- -------------------------------

     We will normally pay a surrender or any withdrawal within seven days after 
we receive your Written Request in our Home Office. However, payment of any 
amount from the Investment Divisions of the Variable Account may be delayed or 
suspended whenever:

     a)   the New York Stock Exchange is closed other than customary weekend and
holiday closing, or trading on the New York Exchange is restriction as
determined by the Securities and Exchange Commission;
  
     b)   the Securities and Exchange Commission by order permits postponement 
for the protection of Policyowners; or
     
     c)   an emergency exists, as determined by the Commission, as a result of 
which disposal of the securities held in the Investment Divisions is not 
reasonably practicable or it is not reasonably practicable to determine the 
value of the Variable Account's net assets.

     Payments of any amounts from the Fixed Account may be deferred for up to 
six months from the date of the request to surrender. If payment is deferred for
more than 30 days, we will pay interest on the amount deferred at a rate not 
less than Guaranteed Minimum Interest Rate.

     Payments under the Policy of any amounts derived from Purchase Payments 
paid by check may be delayed until such time as the check has cleared your bank.

Ownership
- ---------

     The Policy belongs to you, the Policyowner. Unless you provide otherwise, 
you may receive all benefits and exercise all rights of the Policy prior to the 
Retirement Date. These rights and the rights of any Beneficiary are subject to 
the rights of any assignee. If there is more than one Owner at a given time, all
must exercise the rights of ownership by joint action.

Beneficiary
- -----------

     The Beneficiary means the person, persons or entity entitled to Death 
Benefit proceeds under this Policy upon death of the Owner (or Annuitant if the 
Owner is not a natural person) before the Retirement Date. If the Policy has 
joint Owners and one Owner dies, the surviving Joint Owner will be deemed the


                                       7
<PAGE>
 
Beneficiary. The rights of any Beneficiary who dies before the Owner (or 
Annuitant if the Owner is not a natural person) will pass to the surviving 
Beneficiary or Beneficiaries unless you provide otherwise. If no Beneficiary is 
living at the Owner's (or Annuitant's if the Owner is not a natural person) 
death, we will pay the Death Benefit, if any, to the Owner, if living;
otherwise, it will be paid to the deceased's estate.

Change of Ownership or Beneficiary
- ----------------------------------

     Unless you provide otherwise in writing to us, you may change the Owner or 
the Beneficiary during your lifetime. Any changes must be made by Written 
Request filed with us. The change takes effect on the date the request was 
signed, but it will not apply to payments made by us before we accept your 
Written Request. We may require you to submit the Policy to us before making a 
change. A change of ownership may be a taxable event.

Assignment
- ----------

     You may assign the Policy, but we will not be responsible for the validity 
of any assignment and no assignment will bind us until it is filed in writing at
our home office. When it is filed, your rights and the rights of any Beneficiary
will be subject to it. An assignment of the Policy may be a taxable event. 

Incontestability
- ----------------

     United Investors will not contest the Policy.

Evidence of Survival
- --------------------

     Where any payments under the Policy depend on the payee being alive, we may
require proof of survival prior to making the payments.


                                 FIXED ACCOUNT
                                 -------------

     We  guarantee that we will credit interest at a rate of not less than the 
Guaranteed Minimum Interest Rate of 4.0% per year to amounts allocated to the 
Fixed Account. We may credit interest at a rate in excess of the Guaranteed 
Minimum Interest Rate.

     Any excess interest credited will be determined at our sole discretion. The
Owner assumes the risk that interest credited to Fixed Account allocations may

                                       8
<PAGE>
 
not exceed the Guaranteed Minimum Interest Rate.


                         PERFORMANCE DATA CALCULATIONS
                         -----------------------------

     We may advertise the yield and effective yield of the Money Market 
Investment Division. In addition, we may advertise yield and the total returns 
for other Investment Divisions of the Variable Account.

Money Market Investment Division's Yield Calculation
- ----------------------------------------------------

     In accordance with regulations adopted by the SEC, if we disclose the
annualized yield of the Money Market Investment Division for a seven-day period,
it is required to be in a manner which does not take into consideration any
realized or unrealized gains or losses of the Money Market Portfolio or on its
portfolio securities. The annualized yield is computed by determining the net
change (exclusive of realized gains and losses on the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical account
having a balance of one unit of the Money Market Investment Division at the
beginning of the seven-day period, dividing the net change in account value by
the value of the account at the beginning of the period to determine the base
period return, and annualizing this quotient on a 365 day basis. The net change
in account value reflects the deduction for the Mortality and Expense Risk
Charge, the Administration Fee, and the Annual Contract Maintenance Charge as
well as reflecting income and expenses accrued during the period. Because of
these deductions, the yield for the Money Market Investment Division will be
lower that yield for the Money Market Portfolio of the Fund.
     The SEC also permits us to disclose the effective yield of the Money Market
Investment Division for the same seven-day period, determined on a 
weekly-compounded basis. The effective yield is calculated by compounding the 
base period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result according 
to the following formula:
              Effective Yield = [(Base period return + 1)/365/7/] - 1
     The actual yield of the Money Market Investment Division is affected by: 
(1)

                                       9
<PAGE>
 
changes in interest rates on money market securities; (2) the average portfolio 
maturity of the Money Market Portfolio; (3) the types and quality of securities 
held by the Money Market Portfolio; and (4) its operating expenses. The yield on
amounts held in the Money Market Investment Division normally will fluctuate on 
a daily basis. Therefore, the disclosed yields for any given past period is not 
an indication or representation of future yields of rates of return.

Other Investment Divisions' Yield Calculations
- ----------------------------------------------
     United Investors may from time to time advertise or disclose the annualized
yield for each Investment Division of the Variable Account other than the Money 
Market Investment Division for 30-day (or one-month) periods. Calculation of the
yield of an Investment Division begins with the income generated by an 
investment in the Investment Division over a specific 30-day (or one-month) 
period. This income is then annualized. That is, the amount of income generated 
by the investment during that 30-day (or one-month) period is assumed to be 
generated during, and reinvested at the end of, each such period over a 360-day 
(or twelve-month) year. The 30-day (or one-month) yield is calculated according 
to the following formula:

                   Yield = 2[({a-b}/cd + 1)/6/ - 1]

where

a  =  net investment income earned during the period by the Portfolio
      attributable to shares owned by the Investment Division;
b  =  expenses accrued for the period (net of reimbursements);
c  =  the average daily number of Accumulation Units outstanding during 
      the period; and
d  =  the maximum offering price per Accumulation Unit (i.e., net asset
      value per Accumulation Unit) the last day in the period.
    Because of the charges and deductions imposed by the Variable Account, the 
yield for an Investment Division of the Variable Account will be lower than the 
yield for its corresponding Portfolio. The yield calculations do not reflect the
effect of any premium taxes or Withdrawal Charge that may be applicable to a 
particular Policy. Withdrawal Charges range from 7% to 3% of the Purchase

                                      10
<PAGE>
 
Payments included in the Withdrawal, depending on the number of Policy 
Anniversaries since each Purchase Payment was received. The yield on amounts 
held in the Investment Divisions of the Variable Account normally will fluctuate
over time. Therefore, the disclosed yield for any given past period is not an 
indication or representation of future yields or rates of return. An Investment 
Division's actual yield is affected by the types and quality of the Portfolio's 
investments and the Portfolio's operating expenses.

Average Annual Total Return Calculations
- ----------------------------------------

     For each Investment Division of the Variable Account other than the Money 
Market Investment Division, an average annual total return may be calculated for
a given period. It is computed by finding the average annual compounded rate of 
return over one-, five-, and ten-year periods (or, where an Investment Division 
has been in existence for a period less than one, five, or ten years, for such 
lesser period) that would equate the initial amount invested to the ending 
redeemable value (i.e., Surrender Value), according to the following formula:

                              P(1 + T)/n/  =  ERV

where

P    =    a hypothetical initial Purchase Payment of $1,000; 

T    =    average annual total return; 

n    =    number of years in the period; and

ERV  =    ending redeemable value of a hypothetical $1,000 Purchase Payment made
          at the beginning of the one-, five-, or ten-year periods (or
          fractional portion thereof) at the end of such period.

     All recurring fees that are charged to all Policy Owner accounts are 
recognized in the ending redeemable value. The average annual total return 
calculation will also reflect the effect of Withdrawal Charges that may be 
applicable due to surrender of the Policy at the end of a particular period.

     From time to time we may also disclose average annual total returns in a 
non-standard format in conjunction with the standard format described above. The
only difference between the two methods is that the non-standard format assumes 
a Withdrawal Charge of 0%.

                                      11
<PAGE>

Cumulative Total Return Calculations
- ------------------------------------

     United Investors may from time to time also disclosure cumulative total 
return for each Investment Division in conjunction with the standard format 
described above.  The cumulative returns will be calculated using the following 
formula:

                              CTR = (ERV / P) - 1

where

CTR  =    the cumulative total return net of Investment Division recurring 
          charges for the period;

ERV  =    ending redeemable value of a hypothetical $1,000 Purchase Payment made
          at the beginning of the one-, five, or ten-year period (or fractional
          portion thereof) at the end of such period; and

P    =    a hypothetical initial Purchase Payment of $1,000.


                              PERFORMANCE FIGURES
                              -------------------

     The performance information provided below reflects only the performance of
a Policy's allocation to the stated Investment Division during the time period 
on which the calculations are based.  Performance information provided for any 
given past period is not an indication or representation of future yields or 
rates of return.

Historical Performance Figures
- ------------------------------

     There are no historical performance figures for the Investment Divisions,
as no Investment Division invested in its corresponding Portfolio in 1995 
because the Variable Account had not yet commenced operations.

Hypothetical Performance Data
- -----------------------------

     United Investors may also disclose "hypothetical" performance data for an 
Investment Division, for periods before the Investment Division commenced 
operations.  Such performance information for the Investment Division will be 
calculated based on the performance of the corresponding Portfolio and the 
assumption that the Investment Division was in existence for the same period as 
its corresponding Portfolio, with the level of Policy charges currently in 
effect.  The Portfolio used for these calculations is the actual Portfolio in

                                      12
<PAGE>
 

which the Investment Division invests.  This type of hypothetical performance 
data, with respect to the total return for each Investment Division other than 
the Money Market Investment Division, may be disclosed on both an average annual
total return and a cumulative total return basis.

      These figures are not an indication of past, present or future performance
of the Investment Divisions.  The figures may reflect the waiver of advisory 
fees and reimbursement of other expenses.


                              FEDERAL TAX MATTERS
                              -------------------

Taxation of United Investors
- ----------------------------

     United Investors is taxed as a life insurance company under Part 1 of 
Subchapter L of the Internal Revenue Code of 1986 (the "Code").  Since the 
Variable Account is not an entity separate from United Investors and its 
operations form a part of United Investors, it will not be taxed separately as a
"regulated investment company" under Subchapter M of the Code.  Investment 
income and realized net capital gains on the assets of the Variable Account are 
reinvested and taken into account in determining the Policy Value.  As a result,
such investment income and realized net capital gains are automatically retained
as part of the reserves under the Policy.  Under existing federal income tax 
law, United Investors believes that Variable Account investment income and 
realized net capital gains should not be taxed to the extent that such income 
and gains are retained as part of the reserves under the Policy.

Tax Status of the Policies
- --------------------------

     Section 817(h) of the Code provides that the investments of the Variable 
Account must be "adequately diversified" in accordance with Treasury regulations
in order for the Policies to qualify as annuity contracts under Section 72 of 
the Code.  The Variable Account, through each Portfolio of the Funds, intends to
comply with the diversification requirements prescribed by the Treasury in 
Treas. Reg. Section 1.817-5, which affect how the Portfolios' assets may be 
invested.  United Investors does not control any of the Funds or their 
Portfolios' investments.  However, it has entered into an agreement regarding 
participation

                                      13
<PAGE>
 
in each Fund, which requires each participating Portfolio of the Funds to be 
operated in compliance with the diversification requirements prescribed by the 
Treasury.

     In certain circumstances, owners of variable contracts may be considered 
the owners, for federal income tax purposes, of the assets of the separate 
account used to support their contracts. In those circumstances, income and 
gains from the separate account assets would be includible in the variable 
contracts owner's gross income. The IRS has stated in published rulings that a 
variable contract owner will be considered the owner of separate account assets 
if the contract owner possesses incidents of ownership in those assets, such as 
the ability to exercise investment control over the assets. The Treasury 
Department also announced, in connection with the issuance of regulations 
concerning diversification, that those regulations "do not provide guidance 
concerning the circumstances in which investor control of the investments of a 
segregated asset account may cause the investor (i.e., the Policyowner), rather 
than the insurance company, to be treated as the owner of the assets in the 
account." This announcement also stated that guidance would be issued by way of 
regulations or rulings on the "extent to which policyholders may direct their 
investments to particular subaccounts without being treated as owners of the 
underlying assets."

     The ownership rights under the Policy are similar to, but different in 
certain respects from, those described by the IRS in rulings in which it was 
determined that policy owners were not owners of separate account assets. For 
example, the Policyowner has additional flexibility in allocating premium 
payments and Policy Values. These differences could result in a Policyowner 
being treated as the owner of a pro rata portion of the assets of the Variable 
Account. In addition, United Investors does not know what standards will be set 
forth, if any, in the regulations or rulings which the Treasury Department has 
stated it expects to issue. United Investors therefore reserves the right to 
modify the Policy as necessary to attempt to prevent a Policyowner from being 
considered the owner of a pro rata share of the assets of the Variable Account.


                                      14
<PAGE>
 
Withholding
- -----------

     Pension and annuity distributions generally are subject to withholding for 
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Generally, the recipient is
given the opportunity to elect not to have tax withheld from distributions. 
However, certain distributions from Section 401(a) and 403(b) plans are subject 
to mandatory withholding.


               ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
               -------------------------------------------------

     United Investors reserves the right, subject to compliance with applicable 
law, to make additions to, deletions from, or substitutions for, the shares of 
the Funds that are held by the Variable Account (or any Investment Division) or 
that the Variable Account (or any Investment Division) may purchase. United 
Investors reserves the right to eliminate the shares of any of the Portfolios of
the Funds and to substitute shares of another Portfolio of the Funds or any 
other investment vehicle or of another open-end, registered investment company 
if laws or regulations are changed, if the shares of any of the Funds or a 
Portfolio are no longer available for investment, or if in our judgment further 
investment in any Portfolio should become inappropriate in view of the purposes 
of the Investment Division. United Investors will not substitute any shares 
attributable to a Policyowner's interest in an Investment Division of the 
Variable Account without notice and prior approval of the Securities and 
Exchange Commission and the insurance regulator of the state where the Policy 
was delivered, where required. Nothing contained herein shall prevent the 
Variable Account from purchasing other securities for other series or classes of
policies, or from permitting a conversion between series or classes of policies 
on the basis of requests made by Policyowners.

     United Investors also reserves the right to establish additional Investment
Divisions of the Variable Account, each of which would invest in a new Portfolio
of one of the Funds, or in shares of another investment company or suitable 
investment, with a specified investment objective. New Investment Divisions may

                                      15
<PAGE>
 
be established when, in the sole discretion of United Investors, marketing needs
or investment conditions warrant, and any new Investment Divisions will be made 
available to existing Policyowners on a basis to be determined by United 
Investors. United Investors may also eliminate one or more Investment Divisions 
if, in its sole discretion, marketing, tax, or investment conditions warrant.

     In the event of any such substitution or change, United Investors may, by 
appropriate endorsement, make such changes in the Policies as may be necessary 
or appropriate to reflect such substitution or change. If deemed by United 
Investors to be in the best interests of persons having voting rights under the 
Policies, the Variable Account may be operated as a management company under the
Investment Company Act of 1940, it may be deregistered under that Act in the 
event such registration is no longer required, or it may be combined with other 
united Investors separate accounts.

                          DISTRIBUTION OF THE POLICY
                          --------------------------

     The Policies will be sold by individuals who, in addition to being licensed
as life insurance agents for United Investors, are also registered
representatives of MAP Investments Incorporated ("MAP"), the principal
underwriter of the Policies, or of broker-dealers or banks who have entered into
written sales agreements with MAP. MAP is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1933 as a broker-dealer
and is a member of the National Association of Securities Dealers, Inc. The
Policies are offered to the public through brokers licensed under the federal
securities laws and state insurance laws that have entered into agreements with
MAP. The offering of the Policies is continuous, and MAP does not anticipate
discontinuing the offering of the Policies. However, MAP reserves the right to
discontinue the offering of the Policies.

     United Investors may reduce or eliminate the Administrative Fee, Annual 
Contract Maintenance Charge, or Withdrawal Charges on Policies that have been 
sold to: (1) employees and sales representatives of United Investors or its 
affiliates; (2) customers of United Investors or distributors of the Policies 
who 

                                      16
<PAGE>
 
are transferring existing policy values to a Policy; or (3) individuals or 
groups of individuals when sales of the Policy result in savings of sales 
expenses.

                    SAFEKEEPING OF VARIABLE ACCOUNT ASSETS
                    --------------------------------------

     United Investors holds the assets of the Variable Account. The assets are 
kept physically segregated and held separate and apart from United Investors' 
general account. United Investors maintains records of all purchases and 
redemptions of Fund shares by each of the Investment Divisions.

                               STATE REGULATION
                               ----------------

     United Investors is subject to regulation by the Missouri Department of 
Insurance. An annual statement is filed with the Missouri Department of 
Insurance on or before March 1 of each year covering the operations and 
reporting on the financial condition of United Investors as of December 31 of 
the preceding year. Periodically, the Missouri Department of Insurance or other 
authorities examine the liabilities and reserves of United Investors and the 
Variable Account, and a full examination of United Investors operations is 
conducted periodically by the National Association of Insurance Commissioners.

      In addition, United Investors is subject to the insurance laws and 
regulations of other states within which it is licensed or may become licensed 
to operate. Generally, the insurance department of any other state applies the 
laws of the state of domicile in determining permissible investments. A Policy 
is governed by the law of the state in which it is delivered. The values and 
benefits of each Policy are at least equal to those required by such state.

                              RECORDS AND REPORTS
                              -------------------

     All records and accounts relating to the Variable Account will be 
maintained by United Investors. As presently required by the Investment Company 
Act of 1940 and regulations promulgated thereunder, reports containing such 
information as may be required under that Act or by any other applicable law or 
regulation will be sent to Owners at their last known address of record.

                                      17
<PAGE>
 
                                 LEGAL MATTERS
                                 -------------

     Legal advice regarding certain matters relating to federal securities 
laws applicable to the issuance of the Policy described in the Prospectus have 
been provided by Sutherland, Asbill & Brennan of Washington, D.C. All matters of
Missouri law pertaining to the Policy, including the validity of the Policy and 
United Investors' right to issue the Policy under Missouri Insurance Law and any
other applicable state insurance or securities laws, have been passed upon by
James L. Sedgwick, Esq., President of United Investors.

                                    EXPERTS
                                    -------

     The balance sheets of United Investors Life Insurance Company as of
December 31, 1995 and 1994, and the related statements of operations,
shareholder's equity, and cash flows for each of the years in the three-year
period ended December 31, 1995 have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick LLP on the financial
statements of United Investors Life Insurance Company refers to changes in
accounting principles in 1993 to adopt the provisions of Statement of Financial
Accounting Standards Board's (FASB's) Statement of Financial Accounting
Standards (Statement) No. 106, "Employer's Accounting for Postretirement Benefit
Plans Other than Pensions", FASB Statement No. 109 "Accounting for Income Taxes"
and FASB Statement No. 115 "Accounting for Certain Investments in Debt and
Equity Securities".

                               OTHER INFORMATION
                               -----------------

     A Registration Statement has been filed with the Securities and Exchange 
Commission under the Securities Act of 1993, as amended, with respect to the 
Policies discussed in this Statement of Additional Information. Not all of the 
information set forth in the Registration Statement, amendments and exhibits 
thereto has been included in this Statement of Additional Information.

                                      18
<PAGE>
 
Statements contained in this Statement of Additional Information concerning the 
content of the Policies and other legal instruments are intended to be 
summaries. For a complete statement of the terms of these documents, reference 
should be made to the instruments filed with the Securities and Exchange 
Commission.


                             FINANCIAL STATEMENTS
                             --------------------

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

     There are no financial statements for the Variable Account because as of 
the date of this Statement of Additional Information it had not commenced 
operations and had no assets or liabilities.

                                      19
<PAGE>
 
PART C
- ------
                               OTHER INFORMATION

Item 24.  Financial Statements and Exhibits
          ---------------------------------

(a)   Financial Statements
      --------------------

      Financial Statements to be filed by amendment.

(b)   Exhibits
      --------

      (1)  Resolution of the Board of Directors of United Investors Life
           Insurance Company ("United Investors") authorizing establishment of
           the RetireMAP Variable Account.\1
      (2)  Custody agreements: Not applicable.
      (3)  (A)  Principal Underwriting Agreement.\2
           (B)  Form of Broker-Dealer Sales Agreement.\2
           (C)  Commission Schedule.\2
      (4)  (A)  Form of Annuity Policy.\1
           (B)  Optional Death Benefit Rider.\1
           (C)  Waiver of Withdrawal Charges Rider.\1
      (5)  Form of Application.\1
      (6)  (A)  Certificate of Incorporation of United Investors.\3
           (B)  By-Laws of United Investors.\4
      (7)  Reinsurance contracts: Not applicable.
      (8)  (A)  (i)  Participation Agreement for TMK/United Funds, Inc.\2
                (ii) Participation Agreement for XYZ Fund, Inc.\2
           (B)  Form of Administration Agreement.\2
      (9)  Opinion and Consent of James L. Sedgwick, Esq.\2
      (10) (A)  Consent of Sutherland, Asbill & Brennan.\2
           (B)  Consent of KPMG Peat Marwick LLP.\2
      (11) Certain additional financial statements: Not applicable.
      (12) Agreements/understandings for providing initial capital: Not 
           applicable.
      (13) Performance Data Calculations.\2
      (14) Financial Data Schedules: Not applicable.
- ----------------------------------

\1    Filed herewith.
\2    To be filed by amendment.
\3    Incorporated by reference to Exhibit 6(a) to the Registration Statement on
      Form S-6, File No. 33-11465, filed on behalf of United Investors Life
      Variable Account on January 22, 1987.
\4    Incorporated by reference to Exhibit 6(b) to the Registration Statement on
      Form S-6, File No. 33-11465, filed on behalf of United Investors Life
      Variable Account on January 22, 1987.

                                     C - 1
<PAGE>
 
Item 25. Directors and Officers of the Depositor
         ---------------------------------------

<TABLE> 


      Name and Principal                 Position and Offices
      Business Address/*/                   with Depositor   
      -------------------                --------------------
      <S>                                <C> 
      Ronald K. Richey                   Director, Chairman of the Board
                                         and Chief Executive Officer

      James L. Sedgwick                  Director and President

      W. Thomas Aycock                   Vice President and Chief
                                         Actuary, and Director

      William C. Barclift, III           Director and Assistant
                                         Secretary

      Charles T. Clayton, Jr.            Vice President

      William R. Dean                    Director

      Michael J. Klyce                   Vice President and Treasurer

      John H. Livingston                 Secretary and Associate Counsel

      James L. Mayton, Jr.               Vice President and Controller

      Carol A. McCoy                     Director and Assistant
                                         Secretary

      Anthony L. McWhorter               Director

      Ross W. Stagner                    Vice President and Director

      William L. Surber                  Vice President

      Keith A. Tucker                    Director and Vice Chairman
</TABLE> 

- -----------------------------
/*/ The principal business address of each person listed is United Investors 
Life Insurance Company, P.O. Box 10207, Birmingham, Alabama 35202-0207.


                                     C - 2


<PAGE>
 
Item 26. Persons Controlled by or Under Common Control With the Depositor or 
         -------------------------------------------------------------------
         Registrant
         ----------

     The Depositor, United Investors Life Insurance Company, Inc. ("United 
Investors"), is wholly owned by United Investors Management Company (formerly 
TMK/United, Inc.), which in turn is indirectly owned by Torchmark Corporation. 
The following table shows the persons controlled by or under common control with
United Investors, their Parent Company, and the state or jurisdiction of 
incorporation. All companies are 100% owned by their Parent Company, unless 
otherwise indicated, which is indirectly owned by Torchmark Corporation. The 
Registrant is a segregated asset account of United Investors. 


<TABLE> 
<CAPTION> 
                                                Parent      State/Jurisdiction
Company                                         Co. Code    of Incorporation
- -------                                         --------    ------------------


<S>                                             <C>         <C> 
American Income Life Insurance Co.                   I      Indiana

American Life and Accident Insurance Co.             D      Texas

Blackhawk Oil Co.                                    F      Delaware

Brown-Service Funeral Homes Co., Inc.                F      Alabama
  (Services burial insurance policies)

Energy Assets International Corp.                    G      Delaware

Express Acquisition Co.                              G      Delaware

Family Service Life Insurance Co.                    F      Texas

Famlico, Inc.                                        C      Texas

Fiduciary Trust Company of New Hampshire             L*     New Hampshire

First United American Life Insurance Co.             J      New York

Globe Insurance Agency, Inc.                         D      Arkansas

Globe Life and Accident Insurance Co.                I      Delaware

Globe Marketing Services Inc.                        D      Oklahoma

Liberty National Auto Club, Inc.                     F      Alabama

Liberty National GroupCare, Inc.                     F      Alabama

Liberty National Life Insurance Co.                  I      Alabama

Living Decisions, Inc.                               J      Texas

Maxwell's Energy Company, Inc.                       I      Alabama
</TABLE> 


                 *Parent company owns 99% of the common stock.

                                      C-3
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                Parent      State/Jurisdiction
Company                                         Co. Code    of Incorporation
- -------                                         --------    ------------------
                                                            
<S>                                             <C>         <C> 
N. E. Financial Inc.                                 G      Texas

Panda Resources, Inc.                                A      Oklahoma

Search Drilling Co.                                  G      Kansas

Sentinel American Life Insurance Co.                 C      Texas

Torch California Company                             G      California

Torch Energy Advisors Incorporated                   K      Delaware

Torch Energy Finance Co.                             G      Delaware

Torch Energy Marketing, Inc.                         G      Delaware

Torch Inland Company                                 G      Delaware

Torch Oil & Gas Co.                                  G      Delaware

Torch Operating Co.                                  G      Texas
  (Oil and gas)

Torch Royalty Company                                G      Delaware

Torchmark Corporation                                       Delaware
  (Holding company)

Torchmark Development Corporation                    I      Alabama

Torchmark Distributors, Inc.                         L      Missouri
  (Distributor for mutual funds)

Trust Life Insurance Company                         M      Texas

T. I. Financial Inc.                                 G      Texas

Unicon Agency, Inc.                                  L      New York

United American Insurance Co.                        I      Delaware

United Investors Life Insurance Co.                  K      Missouri

United Investors Management Co.                      F*     Delaware

W & R Insurance Agency, Inc.                         L      Missouri

W & R Insurance Agency of Alabama, Inc.              L      Alabama

W & R Insurance Agency of Arkansas, Inc.             L      Arkansas

W & R Insurance Agency of Massachusetts, Inc.        L      Massachusetts
</TABLE> 


*Parent company owns 81%.

                                     C-4 
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                Parent      State/Jurisdiction
Company                                         Co. Code    of Incorporation
- -------                                         --------    ------------------

<S>                                             <C>         <C> 
W & R Insurance Agency of Montana, Inc.              L      Montana

W & R Insurance Agency of Nevada, Inc.               L      Nevada

W & R Insurance Agency of Utah, Inc.                 L      Utah

W & R Insurance Agency of Wyoming, Inc.              L      Wyoming

Waddell & Reed, Inc.                                 B      Delaware
  (Insurance sales; investment manager)

Waddell & Reed Asset Management Co.                  L      Missouri

Waddell & Reed Financial Services, Inc.              K      Missouri

Waddell & Reed Investment Management Co.             L      Kansas

Waddell & Reed Leasing, Inc.                         L      Missouri
  (Equipment leasing partnerships)

Waddell & Reed Services Co.                          L      Missouri
  (Shareholder services)
</TABLE> 


Parent Company Codes
- ----------------------------------------

A   Torch Energy Marketing, Inc.

B   Waddell & Reed Financial Services, Inc.

C   Family Service Life Insurance Co.

D   Globe Life And Accident Insurance Co.

E   Liberty Management Services, Inc.

F   Liberty National Life Insurance Co.

G   Torch Energy Advisors Incorporated

H   Torch Energy Corp.

I   Torchmark Corporation

J   United American Insurance Co.

K   United Investors Management Co.

L   Waddell & Reed, Inc.

M   American Income Life Insurance Co.

N   Trust Life Insurance Co.


                                      C-5
<PAGE>
 
Item 27.   Number of Policy Owners
           -----------------------

         (Not Applicable)


Item 28.   Indemnification 
           --------------

         Article XII of United Investors' By-Laws provides as follows:

"Each Director or Officer, or former Director or officer, of this Corporation,
and his legal representatives, shall be indemnified by the Corporation against
liabilities, expenses, counsel fees and costs, reasonably incurred by him or his
estate in connection with, or arising out of, any action, suit, proceeding or
claim in which he is made a party by reason of his being, or having been, such
Director or officer; and any person who, at the request of this Corporation,
serves as Director or officer of another corporation in which this Corporation
owns corporate stock, and his legal representatives, shall in like manner be
indemnified by this Corporation; provided that, in either case shall the
Corporation indemnify such Director or officer with respect to any matters as to
which he shall be finally adjudged in any such action, suit or proceeding to
have been liable for misconduct in the performance of his duties as such
Director or officer. The indemnification herein provided for shall apply also in
respect of any amount paid in compromise of any such action, suit, proceeding or
claim asserted against such Director or officer (including expenses, counsel
fees, and costs reasonably incurred in connection therewith), provided that the
Board of Directors shall have first approved such proposed compromise settlement
and determined that the officer or Director involved is not guilty of
misconduct, but in taking such action any director involved shall not be
qualified to vote thereof, and if for this reason a quorum of the Board cannot
be obtained to vote on such matters, it shall be determined by a committee of
three (3) persons appointed by the shareholders at a duly called special meeting
or at a regular meeting. In determining whether or not a Director or officer is
quilty of misconduct in relation to any such matter, the Board of Directors or
committee appointed by the shareholders, as the case shall be, may rely
conclusively upon an opinion of independent legal counsel selected by such Board
or committee. The rights to indemnification herein provided shall not be
exclusive of any other rights to which such Director or officer may be lawfully
entitled."

         Insofar as indemnification for liability arising under the Securities 
Act of 1993 may be permitted to Directors, officers and controlling provisions, 
or otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable. In the event 
that a claim for indemnification against such liabilities (other than the 
payment by the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling person 
in connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the Act and 
will be governed by the final adjudication of such issue.

                                     C - 6

   






<PAGE>
 
Item 29.  Principal Underwriters
          ----------------------

(a)     MAP Investments Incorporated ("MAP") is the principal underwriter of the
Policies as defined in the Investment Company Act of 1940. It is not the 
principal underwriter, depositor, sponsor, or investment adviser for any other 
investment company.

(b)     The following table provides certain information with respect to each 
director, officer, or partner of MAP.

Name and Principal              Positions and Offices
Business Address*               With Underwriter
- -----------------------------------------------------

D. Mark Davenport               Director, President, Treasurer

Terry L. Johnson                Vice President, Secretary

(c)           Commissions Received by Each Principal Underwriter
         from the Registrant during the Registrant's Last Fiscal Year
         ------------------------------------------------------------

<TABLE> 
<CAPTION> 
                    Net 
                    Underwriting
Name of Principal   Discounts and     Compensation      Brokerage 
Underwriter         Commissions       on Redemption     Commissions       Compensation
- -----------------   -----------       -------------     -----------       ------------
<S>               <C>               <C>               <C>               <C> 
MAP Investments   (not applicable)  (not applicable)  (not applicable)  (not applicable) 
  Incorporated
</TABLE> 


Item 30.  Location of Accounts and Records
          --------------------------------

        All accounts and records required to be maintained by Section 31(a) of 
the 1940 Act and the rules under it are maintained by United Investors at its 
home office.


Item 31.  Management Services
          -------------------

        All management contracts are discussed in Part A or Part B.


Item 32.  Undertakings
          ------------

(a)     Registrant undertakes that it will file a Post-Effective Amendment to 
this Registration Statement as frequently as necessary to ensure that the 
audited financial statements in the Registration Statement are never more than 
16 months old for so long as payments under the variable annuity contracts may 
be accepted.

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

(c)     Registrant undertakes to deliver any Statement of Additional Information
and any financial statements required to be made available under this Form 
promptly upon written or oral request to United Investors at the address or 
phone number listed in the Prospectus.


                        STATEMENT PURSUANT TO RULE 6c-7
                        -------------------------------

        United Investors and the Variable Account rely on 17 C.F.R. Sections 
270.6c-7 and represent that the provisions of that Rule have been or will be 
complied with. Accordingly, United Investors and the Variable Account are exempt

                                     C - 7
<PAGE>
 
from the provisions of Sections 22(e), 27(c) (1) and 27(d) of the Investment
Company Act of 1940 with respect to any variable annuity contract participating
in such account to the extent necessary to permit compliance with the Texas
Optional Retirement Program.

                        SECTION 403 (b) REPRESENTATIONS
                        -------------------------------

   United Investors represents that it is relying on a no-action letter dated 
November 28,1988, to the American Council of Life Insurance (Ref. No. IP-6-88) 
regarding Sections 22(e), 27(c) (1), and 27(d) of the Investment Company Act of 
1940, in  connection with redeemability restrictions on Section 403(b) policies,
and that paragraphs numbered (1) through (4) of that letter will be complied 
with.







                                     C - 8
<PAGE>
 
                                  SIGNATURES
                                  ----------

  As required by the Securities Act of 1933 and the Investment Company Act of 
1940, the Registrant, RetireMap Variable Account, has duly caused this 
Registration Statement to be signed on its behalf in the City of Birmingham and 
the State of Alabama on the 11th day of September, 1996.

                               RETIREMAP VARIABLE ACCOUNT
                                          (REGISTRANT)

                               By: UNITED INVESTORS LIFE INSURANCE COMPANY
                                          (DEPOSITOR)

                                   By: /s/ James L. Sedgwick 
                                       ---------------------------------------- 
                                       James L. Sedgwick
                                       President

  As required by the Securities Act of 1933, this Registration Statement has 
been signed by the following persons in the capacities and on the dates 
indicated.

<TABLE> 
<CAPTION> 
Signature                            Title                    Date
- ---------                            -----                    ----
                                                          
<S>                                  <C>                      <C> 
                                     Director, Chairman of    
- -----------------------------------  the Board and Chief      --------------
Ronald K. Richey                     Executive Officer   
                                                         
/s/ James L. Sedgwick                Director and President   9-11-96
- -----------------------------------                           --------------
James L. Sedgwick

/s/ W. Thomas Aycock                 Vice President and       9-11-96
- -----------------------------------  Chief Actuary, and       --------------
W. Thomas Aycock                     Director                 

/s/ William C. Barclift              Director and Assistant   9-11-96
- -----------------------------------  Secretary                --------------
William C. Barclift, III

                                     Director
- -----------------------------------                           --------------
William R. Dean

/s/ Michael J. Klyce                 Vice President and       9-11-96
- -----------------------------------  Treasurer                --------------
Michael J. Klyce

/s/ James L. Mayton, Jr.             Vice President and       9-11-96
- -----------------------------------  Controller               --------------
James L. Mayton, Jr.

                                     Director
- -----------------------------------                           --------------
Anthony L. McWhorter

/s/ Carol A. McCoy                   Director and Assistant   9-11-96
- -----------------------------------  Secretary                --------------
Carol A. McCoy

/s/ Ross W. Stagner                  Vice President           9-11-96
- -----------------------------------  and Director             --------------
Ross W. Stagner

                                     Director and Vice
- -----------------------------------  Chairman                 --------------
Keith A. Tucker
</TABLE> 

<PAGE>
 
                                EXHIBIT INDEX

Exhibit 
Number                     Description
- ------          ------------------------------------------
(1)         Resolution of the Board of Directors of United Investors Life
            Insurance Company authorizing establishment of the RetireMAP
            Variable Account.

(4) (A)     Form of Annuity Policy.

(4) (B)     Optional Death Benefit Rider.

(4) (C)     Waiver of Withdrawal Charges Rider.

(5)         Form of Application.


<PAGE>
 
                             CERTIFIED RESOLUTION

     The undersigned, John H. Livingston, Secretary of United Investors Life
Insurance Company (the "Company"), a Missouri Corporation, hereby certifies that
the following is a true and correct copy of a resolution adopted by the Board of
Directors of the Company:

          BE IT RESOLVED by the Board of Directors of United Investors Life
     Insurance Company (the "Company") that the Company, pursuant to the
     provisions of Section 376.3O9 of the Missouri Insurance Statutes, hereby
     establishes a separate account designated, "United Investors RetireMAP
     Variable Account" (hereinafter "Variable Account") for the following use
     and purposes, and subject to such conditions as hereinafter set forth:

          FURTHER RESOLVED, that Variable Account shall be established for the
     purpose of providing for the issuance by the Company of such variable
     annuity or such other contracts ("Contracts") as the Board of Directors may
     designate for such purpose and shall constitute a separate account into
     which are allocated amounts paid to or held by the Company under such
     Contracts; and

          FURTHER RESOLVED, that the income, gains and losses, whether or not
     realized, from assets allocated to Variable Account shall, in accordance
     with the Contracts, be credited to or charged against such account without
     regard to other income, gains, or losses of the Company; and

          FURTHER RESOLVED, that the fundamental investment policy of Variable
     Account shall be to invest or reinvest the assets of Variable Account in
     securities issued by investment companies registered under the Investment
     Company Act of 194O as may be specified in the respective Contracts; and

          FURTHER RESOLVED, that ten investment divisions be, and hereby are
     established within Variable Account, to which net payments under the
     Contracts will be allocated in accordance with instructions received from
     contract  holders, and that the Board of Directors be, and hereby is,
     authorized to increase or decrease the number of investment divisions in
     Variable Account as it deems necessary or appropriate; and

          FURTHER RESOLVED, that each such investment division shall invest only
     in the shares of a single mutual fund or a single mutual fund portfolio of
     an investment
<PAGE>
Page 2

 
     company organized as a series fund pursuant to the Investment Company Act
     of 1940; and

          FURTHER RESOLVED, that each investment division may be comprised of
     two subdivisions, one to hold the amounts contributed under Contracts
     issued to retirement plans qualifying for favorable tax treatment under the
     provisions of the Internal Revenue Code, as amended, and the other to hold
     amounts contributed under Contracts not issued to such qualified plans; and

          FURTHER RESOLVED, that the President and the Treasurer be, and they
     hereby are, authorized to deposit such amount in Variable Account or in
     each investment division thereof as may be necessary or appropriate to
     facilitate the commencement of the Account's operation; and

          FURTHER RESOLVED, that the President and the Treasurer be, and they
     hereby are, authorized to transfer funds from time to time between United
     Investors' general account and Variable Account as deemed necessary or
     appropriate and consistent with the terms of the Contracts; and

          FURTHER RESOLVED, that the appropriate officers of the Company, with
     such assistance from the Company's auditors, legal counsel and independent
     consultants or others as they may require, be, and they hereby are,
     authorized and directed to take all action necessary to: (a) Register
     Variable Account as a unit investment trust under the Investment Company
     Act of 194O, as amended; (b) Register the Contracts in such amounts, which
     may be an indefinite amount, as the officers of the Company shall from time
     to time deem appropriate under the Securities Act of 1933; and (c) Take all
     other actions which are necessary in connection with the offering of said
     Contracts for sale and the operation of Variable Account in order to comply
     with the Investment Company Act of 1940, the Securities Exchange Act of
     1934, the Securities Act of 1933, and other applicable federal laws,
     including the filing of any amendments to registration statement, any
     undertakings, and any applications for exemptions from the Investment
     Company Act of 1940 or other applicable federal laws as the officers of the
     Company shall deem necessary or appropriate; and

          FURTHER RESOLVED, that the President, the Treasurer and the Vice
     President and Chief Actuary, and each of them with full power to act
     without the others, hereby are severally authorized and empowered to
     prepare, 
<PAGE>
Page 3

 
     execute and cause to be filed with the Securities and Exchange Commission
     on behalf of Variable Account, and by the Company as sponsor and depositor
     a Form of Notification of Registration Statement under the Securities Act
     of 1933 registering the Contracts, and any and all amendments to the
     foregoing on behalf of Variable Account and the Company and on behalf of
     and as attorneys for the principal executive officer and/or the principal
     financial officer and/or the principal accounting officer and/or any other
     officer of the Company; and

          FURTHER RESOLVED, that James L. Sedgwick and Frederick R. Bellamy are
     hereby appointed as agents for service under any such registration
     statement duly authorized to receive communications and notices from the
     Securities and Exchange Commission with respect thereto; and

          FURTHER RESOLVED, that the appropriate officers of the Company be, and
     they hereby are, authorized on behalf of Variable Account and on behalf of
     the Company to take any and all action that they may deem necessary or
     advisable in order to sell the Contracts, including any registrations,
     filings and qualifications of the Company, its officers, agents and
     employees, and the Contracts under the insurance and securities laws of any
     of the states of the United States of America or other jurisdictions, and
     in connection therewith to prepare, execute, deliver and file all such
     applications, reports, covenants, resolutions, applications for exemptions,
     consents to service of process and other papers and instruments as may be
     required under such laws, and to take any and all further action which said
     officers or counsel of the Company may deem necessary or desirable
     (including entering into whatever agreements and contracts as may be
     necessary) in order to maintain such registrations or qualifications for as
     long as said officers or counsel deem it to be in the best interests of
     Variable Account and the Company; and

          FURTHER RESOLVED, that the President and the Vice President and Chief
     Actuary of the Company be, and they hereby are authorized in the names and
     on behalf of Variable Account and the Company to execute and file
     irrevocable written consents on the part of Variable
     Account and of the Company to be used in such states wherein such consents
     to service of process may be requisite under the insurance or securities
     laws therein in connection with said registration or qualification of
     Contracts and to appoint the appropriate state official, or such other
     person as may be allowed by said insurance or securities laws, agent of
     Variable Account and of the 
<PAGE>
Page 4

 
     Company for the purpose of receiving and accepting process; and

          FURTHER RESOLVED, that the President of the Company be, and hereby is,
     authorized to establish procedures under which the Company will institute
     procedures for providing voting rights for owners of such Contracts with
     respect to securities owned by Variable Account; and

          FURTHER RESOLVED, that the President of the Company is hereby
     authorized to execute such agreement or agreements as deemed necessary and
     appropriate (i) with any qualified entity under which such entity will be
     appointed principal underwriter and distributor for the Contracts and (ii)
     with one or more qualified banks or other qualified entities to provide
     administrative and/or custodial services in connection with the
     establishment and maintenance of Variable Account and the design, issuance,
     and administration of the Contracts.

          FURTHER RESOLVED, that, since it is expected that Variable Account
     will invest in the securities issued by one or more investment companies,
     the appropriate officers of the Company are hereby authorized to execute
     whatever agreement or agreements as may be necessary or appropriate to
     enable such investments to be made.

          FURTHER RESOLVED, that the appropriate officers of the Company, and
     each of them, are hereby authorized to execute and deliver all such
     documents and papers and to do or cause to be done all such acts and things
     as they may deem necessary or desirable to carry out the foregoing
     resolutions and the intent and purposes thereof.

     The foregoing, resolution is still in full force and effect this 20th day
of September, 1996.


                                        /s/ John H. Livingston
CORPORATE SEAL                          ----------------------
                                        John H. Livingston
                                        Secretary

<PAGE>
 
                           A Missouri Stock Company

- -------------------------------------------------------------------------------

WE WILL PAY the monthly Annuity Payments to the Annuitant starting on the
Retirement Date, as provided in this Policy; and

WE WILL PROVIDE the other rights and benefits of this Policy.

Payment of any benefits and all other rights are subject to the terms of this
Policy.  This Policy is issued in consideration of the application and payment
of the Initial Purchase Payment.

"FREE LOOK" PERIOD - You may cancel this Policy by returning it by the 10th day
after You receive it.  You may return it to Us or to the agent who sold it to
You.  If You cancel Your Policy within this 10 day period, We will cancel the
Policy when We receive it and without deduction for any charges normally
assessed thereunder, pay You an amount equal to the sum of: (a) the difference
between the Purchase Payment and the amounts allocated to the Investment
Divisions of the Variable Account and the Fixed Account under the Policy; and
(b) the Policy Value on the date We receive Your request for cancellation.  You
bear the investment risk on amounts allocated to the Investment Divisions of the
Variable Account during this period and prior to the Company's receipt of Your
request for cancellation.

POLICY VALUE - The Policy Value of this Policy prior to the Retirement Date is
equal to the Variable Account Value plus the Fixed Account Value.  The Variable
Account Value of this Policy may increase or decrease daily depending on the
investment experience of the Investment Divisions selected.  The Variable
Account Value is not guaranteed as to fixed dollar amounts.

Signed for United Investors Life Insurance Company at Birmingham, Alabama.


       /s/ John H. Livingston           /s/ James L. Sedgwick

              Secretary                         President
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
 
ANNUITANT:            JOHN DOE         ISSUE AGE:            35 MALE     
<S>                   <C>              <C>                   <C>         
                                                                         
POLICY DATE:          JAN 01, 1996     POLICY NUMBER:        1234567     
                                                                         
RETIREMENT DATE:      JAN 01, 2046     INITIAL PURCHASE                  
                                       PAYMENT:           $10,000.00   
</TABLE>




- --------------------------------------------------------------------------------

                        DEFERRED VARIABLE ANNUITY POLICY
                 Annuity payments begin on the Retirement Date.
              Death Benefit payable prior to the Retirement Date.
    Purchase Payments are flexible, subject to the limits described herein.
          This Policy is nonparticipating.  Dividends are not payable.
- --------------------------------------------------------------------------------
<PAGE>
 
                           GUIDE TO POLICY PROVISIONS

<TABLE>
<CAPTION>
 
- -------------------------------------------------------------------------------- 

          PROVISIONS                                     SECTION
          <S>                                            <C>
                                                      
          Additional Purchase Payments.................... 4   
                                                               
          Age and Sex..................................... 2   
                                                               
          Annuity Provisions.............................. 8   
                                                               
          Assignment...................................... 6   
                                                               
          Beneficiary..................................... 6   
                                                               
          Change of Beneficiary........................... 6   
                                                               
          Charges and Deductions......................... 14   
                                                               
          Death Benefit................................... 5   
                                                               
          Definitions..................................... 1   
                                                               
          Delay or Suspension of Payments................ 16   
                                                               
          Errors in Age or Sex............................ 7   
                                                               
          Fixed Account.................................. 11   
                                                               
          Fixed Account Value............................ 11   
                                                               
          Initial Purchase Payment........................ 2   
                                                               
          Investment Divisions........................... 13   
                                                               
          Policy Date..................................... 2   
                                                               
          Purchase Payment Provisions..................... 4   
                                                               
          Termination of Policy.......................... 10   
                                                               
          Variable Account............................... 12   
                                                               
          Variable Account Value......................... 12   
                                                               
          Withdrawals..................................... 9

- --------------------------------------------------------------------------------
</TABLE>


                                    Page 1
<PAGE>
 
                                1.  DEFINITIONS

- --------------------------------------------------------------------------------

Accumulation Unit - An accounting unit used prior to the Retirement Date to
calculate the Policy Value.

Age - The Issue Age shown under Policy Data as determined by Us from birthdate
stated in the application. Attained ages are determined from the Policy Date. No
Policy will be issued if either the Owner or Annuitant is over age 85. We use
age last birthday.

Annuitant - The person on whose life annuity payments depend.  If the Policy
Owner names more than one person as an "Annuitant," the second person named
shall be referred to as "Co-Annuitant."  All provisions based on the date of
death of "Annuitant" prior to the Retirement Date will be based on the date of
death of the last to survive of the "Annuitant" or "Co-Annuitant."  The
"Annuitant" and "Co-Annuitant" will be referred to collectively as the
"Annuitant."

Annuity Unit - An accounting unit used after the Retirement Date to calculate
the value of Variable Annuity Payments.

Fixed Account - Part of the General Account of United Investors Life Insurance
Company to which You may allocate all or a portion of Your Purchase Payments or
Policy Values.

Fixed Annuity - An Annuity with payments which are guaranteed to remain fixed in
amount throughout the payment period.

General Account - The General Account consists of all assets of United Investors
Life Insurance Company other than those in any separate account.

Investment Divisions - The Investment Divisions named under the Policy Data.

Net Purchase Payment - The Purchase Payment less any deduction for premium
taxes.

Policy Anniversary - The same day and month as the Policy Date each year the
Policy remains in force.

Policy Date - The date from which Policy Anniversaries and Policy Years are
determined.  Your Policy Date is shown under Policy Data.

Policy Value - The Policy Value prior to the Retirement Date is equal to the
Variable Account Value plus the Fixed Account Value.

Policy Year - A year that starts on the Policy Date or on a subsequent Policy
Anniversary.

Purchase Payment - An amount paid by the Owner to Us as consideration for the
benefits provided by this Policy.

Surrender Value - The Policy Value less any withdrawal charges, the Annual
Contract Maintenance Charge, an Optional Death Benefit Rider Charge, if
applicable, and applicable deductions for premium taxes.

Valuation Date - Each day the New York Stock Exchange is open for trading.

Valuation Period - The interval of time between a Valuation Date and the next
Valuation Date.  It is measured from the closing of the New York Stock Exchange.

Variable Account - A separate account maintained by us. The Variable Account
available as of the Policy Date is shown in the Policy Data.

Variable Annuity - An Annuity with payments which vary in amount with the
investment experience of the Investment Divisions of the Variable Account.

We, Our, Us - United Investors Life Insurance Company.

Written Request - A request in writing signed by You.

You, Your - The Owner of this Policy.  The Owner may be someone other than the
Annuitant.  The Owner is shown in the application unless the Owner has been
changed as provided in this Policy.



                                    Page 2
<PAGE>
 
<TABLE> 
<CAPTION> 
- --------------------------------------------------------------------------------
                                2.  POLICY DATA
- --------------------------------------------------------------------------------
<S>                 <C>                <C>                     <C>       
ANNUITANT:          JOHN DOE           ISSUE AGE AND SEX:      35 MALE  
                                                                     
POLICY DATE:        JUL 01,1996        POLICY NUMBER:          1234567
                                                                     
RETIREMENT DATE:    JUL 01, 2046       INITIAL PURCHASE              
                                       PAYMENT:             $10,000.00 
</TABLE>


<TABLE> 
<CAPTION> 
PLAN:                                  DEFERRED VARIABLE ANNUITY

MINIMUM INITIAL PURCHASE PAYMENT:
 
<S>                                                            <C>     
     NONQUALIFIED POLICIES:                                    $  2,000
                                                                       
     QUALIFIED POLICIES:                                       $  1,200
       AS AN EXCEPTION, WE WILL ACCEPT $100 PER MONTH                  
       (AT LEAST $1,200 THE FIRST YEAR) IF PURCHASE                    
       PAYMENTS ARE PAID BY MEANS OF A BANK DRAFT OR                   
       GROUP PAYMENT METHOD APPROVED IN ADVANCE BY US.                 
                                                                       
MINIMUM ADDITIONAL PURCHASE PAYMENTS:                          $    100
                                                                       
MAXIMUM TOTAL PURCHASE PAYMENTS WITHOUT PRIOR APPROVAL:        $500,000
                                                                       
MINIMUM PARTIAL WITHDRAWAL:                                    $    100
                                                                       
MINIMUM POLICY VALUE AFTER PARTIAL WITHDRAWAL:                 $  1,000 
</TABLE>


                                    Page 3
<PAGE>
 
- --------------------------------------------------------------------------------
                          2.  POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------

                 VARIABLE ACCOUNT:   RetireMAP Variable Account

- --------------------------------------------------------------------------------
                              INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------

Each Mutual Fund Portfolio represents a separate Investment Division of the
RetireMAP Variable Account.  Assets of each Investment Division are invested in
a corresponding Mutual Fund Portfolio.


                      MUTUAL FUND PORTFOLIOS
               -------------------------------------
               TMK/United Funds, Inc. Asset Strategy
               TMK/United Funds, Inc. Balanced
               TMK/United Funds, Inc. Bond
               TMK/United Funds, Inc. Growth
               TMK/United Funds, Inc. High Income
               TMK/United Funds, Inc. Income
               TMK/United Funds, Inc. International
               TMK/United Funds, Inc. Limited-Term Bond
               TMK/United Funds, Inc. Money Market
               TMK/United Funds, Inc. Small Cap



                                    Page 3A
<PAGE>
 
- --------------------------------------------------------------------------------
                         2.   POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------

CHARGES AND DEDUCTIONS:

ANNUAL CONTRACT MAINTENANCE CHARGE:        $35 deducted per Policy Year.

ADMINISTRATION FEE:                        .000411% of the average daily net
                                           assets of each Investment Division
                                           deducted daily (equivalent to .15%
                                           per year).

MORTALITY AND EXPENSE RISK CHARGE:         .003403% of the average daily net
                                           assets of each Investment Division
                                           deducted daily (equivalent to 1.25%
                                           per year).

DEDUCTION FOR PREMIUM TAXES:               Deducted as incurred.

OPTIONAL DEATH BENEFIT RIDER CHARGE:       .17% of the average death benefit
                                           amount deducted per Policy Year.


                        TABLE OF WITHDRAWAL CHARGE RATES
- --------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 

          POLICY ANNIVERSARIES
            SINCE RECEIPT OF                 WITHDRAWAL
            PURCHASE PAYMENT                CHARGE RATE
                   <S>                          <S>   
                    0                            7%
                    1                            7%
                    2                            6%
                    3                            6%
                    4                            4%
                    5                            3%
                    6 or More                    0%

</TABLE> 
The withdrawal charge is determined by multiplying each Purchase Payment
included in the withdrawal by the Withdrawal Charge Rate applicable to the year
in which the Purchase Payment was received.

See the WITHDRAWALS Provision in Section 9.



                                    Page 4
<PAGE>
 
- --------------------------------------------------------------------------------
                          2.  POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------
              FIXED ACCOUNT - TABLE OF GUARANTEED MINIMUM VALUES
- --------------------------------------------------------------------------------

                       GUARANTEED INTEREST RATE:  4.00%
<TABLE>
<CAPTION>
       END OF                   MINIMUM ACCOUNT              SURRENDER
     POLICY YEAR                     VALUE                     VALUE
     -----------                ---------------              ---------
     <S>                        <C>                          <C>
            1                        10,400                    9,700
            2                        10,816                   10,116 
            3                        11,249                   10,649 
            4                        11,699                   11,099 
            5                        12,167                   11,767 
            6                        12,653                   12,353 
            7                        13,159                   13,159 
            8                        13,686                   13,686 
            9                        14,233                   14,233 
           10                        14,802                   14,802 
           11                        15,395                   15,395 
           12                        16,010                   16,010 
           13                        16,651                   16,651 
           14                        17,317                   17,317 
           15                        18,009                   18,009 
           16                        18,730                   18,730 
           17                        19,479                   19,479 
           18                        20,258                   20,258 
           19                        21,068                   21,068 
           20                        21,911                   21,911  
</TABLE>

     VALUES SHOWN ABOVE ARE BASED ON THE ASSUMPTION THAT:

     (1)  $10,000 Purchase Payment is received and allocated 100% to the
          Fixed Account.  Purchase Payments shown are net of premium taxes due,
          if any; and
     (2)  there are no Additional Purchase Payments made; and
     (3)  there are no partial withdrawals; and
     (4)  there are no optional rider charges.

     If Purchase Payments are otherwise paid or allocated or if there are
     partial withdrawals, the values will be adjusted in accordance with the
     provisions of the Policy.

THE POLICY VALUE of this Policy prior to the Retirement Date is equal to the
Variable Account Value plus the Fixed Account Value.  Variable Account Values
are not guaranteed.



                                    Page 4A
<PAGE>
 
                            3.  AMOUNT OF PROCEEDS
- --------------------------------------------------------------------------------

The proceeds payable by this Policy      . On surrender of the Policy prior
are:                                       to the Retirement Date, the Surrender
                                           Value.
 . Upon the death of the Owner (or
  Annuitant if the Owner is not a         . On or after the Retirement Date,
  natural person), the Death Benefit.       any proceeds will be determined by
                                            the Annuity Payment Option in
 . On the Retirement Date, the Policy        effect.
  Value.


                        4.  PURCHASE PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

ALLOCATION OF PURCHASE PAYMENTS - You   ADDITIONAL PURCHASE PAYMENTS - You
may choose to allocate Purchase         may make additional Purchase Payments
Payments to the Investment Divisions    prior to the Retirement Date provided
of the Variable Account, the Fixed      they equal or exceed the minimum
Account, or a combination thereof.      amount shown under Policy Data.  On
You may choose any whole percentage     the date We receive an Additional
from 0% to 100%.                        Purchase Payment the additional Net
                                        Purchase Payment will be allocated
INITIAL PURCHASE PAYMENT - Between      according to the allocation
the date the Initial Purchase           percentages You specified in Your
Payment was received and the Policy     application; or if subsequently
Date, We will credit interest on the    changed, according to Your
Initial Purchase Payment as if it       instructions currently in effect.
has been invested in the Money        
Market Investment Division.             MAXIMUM TOTAL PURCHASE PAYMENTS -
                                        Total Purchase Payments may not
On the Policy Date the initial Net      exceed the maximum shown under Policy
Purchase Payment, plus any accrued      Data, unless We agree.
interest, will be allocated among    
the Investment Divisions of the      
Variable Account and the Fixed       
Account according to the allocation  
percentages You specified in Your    
application.                         



                                    Page 5
<PAGE>
 
                               5.  DEATH BENEFIT
- --------------------------------------------------------------------------------

OWNER'S DEATH BEFORE THE RETIREMENT DATE - If either the Owner or Joint Owner
dies before the Retirement Date, a Death Benefit will become payable to the
Beneficiary.  If there is more than one Owner, such Owners being natural
persons, the Death Benefit is payable upon the first death of such Owners.

In the event of an Owner's death, the entire Death Benefit proceeds must be
distributed within five years after the date of death.  If the Beneficiary
chooses to take any portion of his interest in the Policy as an Annuity,
distributions must commence within one year of the date of death and must be
distributed over his lifetime or over a period not extending beyond his life
expectancy.

If the Beneficiary is the Owner's spouse, then in lieu of receiving the Death
Benefit proceeds, the spouse may elect to continue the Policy in force and be
treated as the original Policy Owner.  If the Beneficiary elects to continue the
Policy, the Beneficiary does not have a right to receive the Death Benefit
proceeds and We will increase the Policy Value so that it equals the Death
Benefit, if greater.

ANNUITANT'S DEATH BEFORE THE RE-TIREMENT DATE - If the Annuitant dies before the
Retirement Date and the Owner is also the Annuitant, or if the Owner is other
than a natural person, the death will be treated as the death of an Owner and
the Death Benefit will be payable to the Beneficiary in accordance with the
OWNER'S DEATH BEFORE THE RETIREMENT DATE Provision. If the Annuitant dies before
the Retirement Date and the Owner is a natural person other than the Annuitant,
You may name a new Annuitant, subject to Our Age limitations, and the Death
Benefit will not be payable. If You do not name a new Annuitant, You will
automatically become the Annuitant and the Death Benefit will not be payable.

OWNER'S DEATH AFTER THE RETIREMENT DATE - If either the Owner or Joint Owner
dies after the Retirement Date and before the entire interest in the Policy is
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used on the date of death.

ANNUITANT'S DEATH AFTER THE RETIREMENT DATE - If the Annuitant dies after the
Retirement Date, the amount payable, if any, will be as provided in the Annuity
Payment Option then in effect.

DEATH BENEFIT - The amount of the Death Benefit payable will be the greater of:

1.  the Policy Value; or

2.  the total Purchase Payments made, adjusted for any amounts withdrawn and any
withdrawal charges on the amounts withdrawn.

Adjustment for any withdrawal and withdrawal charges will reduce the Death
Benefit in the same proportion that the amount reduced the Policy Value on the
date of the withdrawal.

In addition, We may provide an additional Death Benefit if death occurs before
the Policy Anniversary following the Owner's 76th birthday (or the Annuitant's
76th birthday if the Owner is not a natural person). The Death Benefit will be
the greater of paragraphs (1) and (2) above or the highest of the Policy Values
as of the 2nd, 4th, or 6th Policy Anniversaries, and every 6th Policy
Anniversary thereafter. Purchase Payments made after the Policy Anniversary
having the highest Policy Value will be added to the Death Benefit, and
adjustments will be made for any amounts withdrawn and any withdrawal charges on
amounts withdrawn since that Policy Anniversary.

We will compute the amount of the Death Benefit as of the date the Death Benefit
is paid or applied under one of the Annuity Payment Options.

PAYMENT OPTIONS - The Death Benefit may be paid in a lump sum, or under one of
the Annuity Payment Options.



                                    Page 6
<PAGE>
 
                           6. OWNER AND BENEFICIARY
- --------------------------------------------------------------------------------

OWNER - The original Owner of this Policy is as shown in the application. Unless
You provide otherwise, You may exercise all rights granted by this Policy during
Your lifetime. If there is more than one Owner at a given time, all must
exercise the rights of Ownership by joint action.

BENEFICIARY - The person, persons or entity entitled to Death Benefit proceeds
under this Policy upon death of the Owner before the Retirement Date (or upon
death of the Annuitant before the Retirement Date if the Owner is not a natural
person). If the Policy does not have Joint Owners, the Beneficiary is as shown
in the application, unless subsequently changed. If the Policy has Joint Owners
and one Owner dies, the surviving Joint Owner will be deemed the Beneficiary. If
no Beneficiary is living at the death of the Owner (or the Annuitant if the
Owner is not a natural person) the proceeds will be paid to the deceased's
estate.

After the Retirement Date, the Beneficiary is the person, persons or entity
entitled to receive the amount payable upon death of the Annuitant, if any, as
provided in the Annuity Payment Option then in effect.

CHANGE IN POLICY OWNER AND BENEFICIARY - Unless You provide otherwise in writing
to Us, You may change the Owner or Beneficiary during Your lifetime. A change of
ownership will be subject to Our Age limitations. Changes must be made by
Written Request filed with Us. The change will take effect on the date the
request was signed but it will not apply to payments made by Us before We accept
the request in writing.
                                        
ASSIGNMENT - You may assign this Policy. However, no assignment will bind Us
until it is filed in writing at Our Home Office. When it is filed, Your rights
and the rights of any Beneficiary will be subject to it. We will not be
responsible for the validity of any assignment.

                            7.  GENERAL PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT - This Policy, including the application, is the entire contract
between You and Us.  Any change must be made in writing by one of Our officers.

All statements in the application are representations and not warranties.  No
statement shall be used to void this Policy or to defend against a claim unless
contained in the application.

PAYMENT OF BENEFITS - All benefits are payable at Our Home Office.  We may
require You to submit this Policy before We approve changes or pay benefits.

ERRORS IN AGE OR SEX - If the Annuitant's age or sex is misstated, the benefits
under this Policy will be those the Purchase Payments paid would have purchased
at the correct age and sex.

INCONTESTABILITY - This Policy will not be contested.

EVIDENCE OF SURVIVAL - Where any payments under this Policy depend on the
recipient being alive, We may require proof of survival prior to making the
payments.

ANNUAL REPORT - At least once a year prior to the Retirement Date, We will send
You a report which shows the following information:

1.  the current Policy Value (Variable Account Value plus Fixed Account Value);

2.  all Purchase Payments since the last report;

3.  all charges since the last report;

4.  all partial withdrawals since the last report;

5.  the current Surrender Value; and

6.  the current Death Benefit.

STATE LAWS - This Policy is governed by the law of the state in which it is
delivered.  The values and benefits of this Policy are at least equal to those
required by such state.



                                    Page 7
<PAGE>
 
                            8.  ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
RETIREMENT DATE - The date which Annuity Payments are to start.  The Retirement
Date is shown under Policy Data, unless changed. It may be the first day of any
calendar month commencing 30 days after the first Policy Anniversary.

CHANGE OF RETIREMENT DATE - You may change the Retirement Date, if You: (1) tell
Us in writing; and (2) tell Us at least 30 days prior to the new date.

ANNUITY PAYMENT OPTIONS - You may choose one or more of the following forms of
Annuity Payment.  We may require that You exchange this Policy for a
supplemental contract which provides the Annuity Payments.

Option 1:  Life Annuity With No Guaranteed Period - This provides monthly
Annuity Payments during the lifetime of the Annuitant. No payment will be made
after the death of the Annuitant.

Option 2:  Joint Life Annuity Continuing To The Survivor - This provides monthly
Annuity Payments during the lifetime of the Annuitant and a Joint Annuitant.
Payments will continue to the survivor during the survivor's remaining lifetime.

Option 3:  Life Annuity With 120 or 240 Monthly Payments Guaranteed - This
provides monthly Annuity Payments during the lifetime of the Annuitant.  A
guaranteed period of 120 or 240 months may be chosen.  If the Annuitant dies
prior to the end of this guaranteed period, payments will be made to the
Beneficiary until the end of the guaranteed period.

Option 4:  Any form of Annuity satisfactory to both Us and the Owner - Selection
of the Annuity Payment Option must be made by written request to Us at least 30
days prior to the Retirement Date.  If the Annuity Payment Option selected is
for a Fixed Period, we reserve the right to deduct withdrawal charges, if any,
from the amount of Proceeds to be applied to the Annuity Payment Option.

If the net amount to be applied to an option is less than $2,000, we have the
right to pay such amount in one sum. Also, if any initial payment would be less
than $50, we have the right to change the frequency of payment to an interval
that will result in payments of at least $50.

ANNUITY PAYMENTS - On the Retirement Date the Policy Value as of 14 days prior
to the Retirement Date, less any applicable premium taxes may be applied to make
Fixed Annuity Payments, Variable Annuity Payments, or a combination thereof.

ANNUITY TABLES - The Annuity Tables are based on the 1983 Individual Annuity
Mortality Table (set back one year) with interest at 4.0%.  Where requested and
required by law, unisex tables will be used.  Rates for ages not shown will be
furnished upon request.

FIXED ANNUITY PAYMENTS - Fixed Annuity Payments provide guaranteed Annuity
Payments which remain fixed in amount throughout the payment period. Fixed
Annuity Payments do not vary with the investment experience of the Investment
Divisions of the Variable Account.  The amount for each $1,000 of Proceeds
applied to make Fixed Annuity Payments will be based on Our Fixed Annuity
Payment rates in effect on the settlement date for the Annuity Payment Option
chosen.  These rates are guaranteed not to be less than the Life Annuity Payment
Per $1,000 Proceeds Applied shown in the Annuity Tables.

VARIABLE ANNUITY PAYMENTS - Variable Annuity Payments vary in amount depending
on the investment experience of the Investment Divisions selected. The amount
payable for the first Variable Annuity Payment for each $1,000 of Proceeds
applied is shown in the Annuity Tables. This will be determined in accordance
with the Annuity Payment Option chosen.  The dollar amount of the Variable
Annuity Payments after the first is not fixed.  It may change from month to
month.  The dollar amount of such payments is determined as follows:

1.  the dollar amount of the first Annuity Payment for each Investment Division
is divided by the value of the Annuity Unit for the Valuation Period ending 14
days prior to the Retirement Date. This result establishes the number of Annuity
Units for monthly Annuity Payments after the first. This number of Annuity Units
remains fixed during the annuity payment period unless subsequently changed by
transfers.

2.  the number of Annuity Units is multiplied by the annuity value for the
Valuation Period 14 days prior to the annuity payment date.  This result
establishes the dollar amount of the payment for the Investment Division.

The total payment is the sum of the payments for all Investment Divisions.  We
guarantee that the dollar amount of each payment after the first will not be
affected by variations in expenses or mortality experience.



                                    Page 8
<PAGE>
 
                                 ANNUITY TABLES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                   JOINT AND SURVIVOR MONTHLY ANNUITY PAYMENTS
                           PER $1,000 PROCEEDS APPLIED
- -------------------------------------------------------------------------------- 
    MALE                         FEMALE AGE
     AGE           50           55           60           65           70
- --------------------------------------------------------------------------------  
<S>               <C>          <C>          <C>          <C>          <C>    
     50           4.15         4.27         4.39         4.50         4.59
     55           4.22         4.39         4.56         4.72         4.86
     60           4.28         4.49         4.71         4.94         5.16
     65           4.33         4.57         4.85         5.16         5.48
     70           4.37         4.64         4.96         5.35         5.78
- --------------------------------------------------------------------------------  
</TABLE> 

<TABLE> 
<CAPTION> 

- ----------------------------------------------------------------------------------  
                LIFE ANNUITY PAYMENTS PER $1,000 PROCEEDS APPLIED
- --------------------------------------------------------------------------------
           GUARANTEED PERIOD                     GUARANTEED PERIOD 
           -----------------                     -----------------
 MALE              120       240       FEMALE              120        240
 AGE     NONE     MONTHS    MONTHS      AGE     NONE      MONTHS     MONTHS
- --------------------------------------------------------------------------------
<S>      <C>       <C>       <C>         <C>    <C>        <C>        <C> 
  40     4.22      4.21      4.16        40     4.01       4.00       3.98        
  41     4.27      4.25      4.20        41     4.04       4.03       4.01         
  42     4.31      4.30      4.24        42     4.07       4.07       4.04         
  43     4.36      4.34      4.28        43     4.11       4.10       4.07         
  44     4.42      4.39      4.32        44     4.15       4.14       4.11         
- --------------------------------------------------------------------------------   
  45     4.47      4.44      4.36        45     4.19       4.18       4.15         
  46     4.53      4.50      4.40        46     4.24       4.23       4.18         
  47     4.59      4.55      4.45        47     4.28       4.27       4.22         
  48     4.65      4.61      4.50        48     4.33       4.32       4.27         
  49     4.72      4.67      4.55        49     4.38       4.37       4.31         
- --------------------------------------------------------------------------------   
  50     4.79      4.74      4.60        50     4.44       4.42       4.36         
  51     4.86      4.81      4.65        51     4.50       4.47       4.40         
  52     4.94      4.88      4.71        52     4.56       4.53       4.45         
  53     5.02      4.95      4.76        53     4.62       4.59       4.50         
  54     5.10      5.03      4.82        54     4.69       4.66       4.56         
- --------------------------------------------------------------------------------    
  55     5.19      5.11      4.88        55     4.76       4.72       4.61         
  56     5.29      5.20      4.94        56     4.84       4.80       4.67         
  57     5.39      5.29      5.00        57     4.92       4.87       4.73         
  58     5.49      5.38      5.06        58     5.00       4.95       4.79         
  59     5.61      5.48      5.12        59     5.09       5.03       4.85         
- --------------------------------------------------------------------------------   
  60     5.73      5.59      5.18        60     5.19       5.12       4.91         
  61     5.86      5.70      5.24        61     5.29       5.22       4.98         
  62     6.00      5.82      5.31        62     5.40       5.32       5.05         
  63     6.16      5.95      5.37        63     5.52       5.42       5.11         
  64     6.32      6.08      5.43        64     5.65       5.53       5.18         
- --------------------------------------------------------------------------------    
  65     6.49      6.21      5.48        65     5.78       5.65       5.25         
  66     6.68      6.35      5.54        65     5.92       5.77       5.32         
  67     6.88      6.50      5.59        67     6.08       5.90       5.39         
  68     7.09      6.65      5.64        68     6.24       6.04       5.45         
  69     7.31      6.81      5.69        69     6.42       6.19       5.51         
- --------------------------------------------------------------------------------   
  70     7.56      6.97      5.73        70     6.61       6.34       5.58         
  71     7.82      7.14      5.77        71     6.81       6.50       5.63         
  72     8.09      7.31      5.81        72     7.04       6.67       5.69         
  73     8.39      7.48      5.84        73     7.28       6.84       5.73         
  74     8.71      7.65      5.87        74     7.54       7.02       5.78         
- --------------------------------------------------------------------------------   
  75     9.05      7.83      5.89        75     7.83       7.21       5.82         
  76     9.41      8.00      5.91        76     8.14       7.40       5.85         
  77     9.81      8.17      5.93        77     8.47       7.60       5.88         
  78    10.23      8.34      5.95        78     8.83       7.80       5.91         
  79    10.68      8.50      5.96        79     9.23       7.99       5.93         
- --------------------------------------------------------------------------------   
  80    11.16      8.66      5.97        80     9.65       8.19       5.94         
  81    11.68      8.81      5.98        81    10.12       8.38       5.96         
  82    12.23      8.95      5.99        82    10.62       8.57       5.97         
  83    12.81      9.09      5.99        83    11.16       8.74       5.98         
  84    13.44      9.21      5.99        84    11.76       8.91       5.99         
  85    14.09      9.32      6.00        85    12.39       9.06       5.99          
- --------------------------------------------------------------------------------  
</TABLE> 


                                    Page 9
<PAGE>
 
                                9.  WITHDRAWALS
- --------------------------------------------------------------------------------

HOW WITHDRAWALS MAY BE MADE - Prior to the earlier of the Retirement Date or the
death of the Owner (or Annuitant if the Owner is not a natural person), You may
make withdrawals from the Policy Value.

A withdrawal will be made from the Investment Divisions of the Variable Account
and from the Fixed Account in the same proportion that their values bear to the
total Policy Value, unless You instruct Us otherwise.

WITHDRAWAL LIMITS - The minimum partial withdrawal amount is shown in the Policy
Data.

The remaining Policy Value must not be less than $1,000 after a withdrawal.  If
the remaining Policy Value would be less than $1,000, We will treat the request
for partial withdrawal as a request for surrender of the Policy for the
Surrender Value.

FREE WITHDRAWALS -

1. Each Policy Year You may withdraw the Free Withdrawal Amount without a
   withdrawal charge. The Free Withdrawal Amount is equal to 10% of the Policy
   Value.

2. You may request up to 12 withdrawals per Policy Year without a transaction
   charge.

CHARGES IF YOU EXCEED FREE WITHDRAWAL LIMITS -

1. After the 12th withdrawal in a Policy Year, a transaction charge may apply to
each additional withdrawal. The transaction charge will be equal to the lesser
of $20 or 2% of the amount withdrawn.

2. After the Free Withdrawal Amount has been withdrawn in a Policy Year,
withdrawal charges may apply to additional withdrawals. The withdrawal charge is
determined by multiplying each Purchase Payment included in the withdrawal by
the withdrawal charge rate applicable to the Policy Year in which the Purchase
Payment was received. The withdrawal charge rates are as shown in the Policy 
Data.

For purposes of calculating the withdrawal charge:

a. amounts withdrawn up to the Free Withdrawal Amount will not be considered a
withdrawal of Purchase Payments;

b. the oldest Purchase Payments will be treated as the first withdrawn and newer
Purchase Payments next; and

c. if the Surrender Value is withdrawn or applied under an Annuity Payment
Option, the withdrawal charge will apply to all Purchase Payments not previously
assessed with a withdrawal charge.

MAXIMUM AMOUNT OF WITHDRAWAL CHARGES - After the sum of all withdrawals on which
You have paid withdrawal charges equals the cumulative Purchase Payments,
further withdrawals will not be subject to withdrawal charges.


                          10.  TERMINATION OF POLICY
- --------------------------------------------------------------------------------

This Policy will terminate on the earlier of:                              
 
a. the date the Surrender Value is withdrawn; or

b. the date the total benefits of this Policy have been paid.      



                                    Page 10
<PAGE>
 
                              11.  FIXED ACCOUNT
- --------------------------------------------------------------------------------
You may choose to allocate all or a portion of Your Purchase Payments to the
Fixed Account.

INTEREST RATES - The Guaranteed Interest Rate is shown on page 4A of the Policy.
This interest rate is the minimum effective annual rate at which interest will
be credited to amounts allocated to the Fixed Account of Your Policy. The
Company may credit interest to the Fixed Account of Your Policy at a rate
greater than the Guaranteed Interest Rate. Any interest credited to the Fixed
Account of Your Policy in excess of the Guaranteed Interest Rate will be
determined at the sole discretion of the Company.

FIXED ACCOUNT VALUE - At the end of any Valuation Period, the Fixed Account
Value is equal to:
                                        
a. the sum of all Net Purchase Payments allocated to the Fixed Account during
   the current Valuation Period; plus

b. any amounts transferred from the Variable Account to the Fixed Account during
   the current Valuation Period; plus

c. total interest credited to the Fixed Account during the current Valuation
   Period; minus

d. any amounts transferred from the Fixed Account to the Variable Account during
   the current Valuation Period; minus

e. the portion of any withdrawals, withdrawal charges, and transaction charges
   allocated to the Fixed Account during the current Valuation Period; minus

f. the portion of the Optional Death Benefit Rider Charge, if any, allocated to
   the Fixed Account during the current Valuation Period; minus

g. the portion of any deduction for premium taxes allocated to the Fixed Account
   during the current Valuation Period.
   
                             12.  VARIABLE ACCOUNT
- --------------------------------------------------------------------------------

VARIABLE ACCOUNT VALUE - The Variable Account Value is the sum of the values of
the Investment Divisions under this Policy.

On the Policy Date, the value of the Investment Divisions is equal to the
Initial Net Purchase Payment allocated to the Investment Divisions of the
Variable Account plus any accrued interest from the date of receipt of the
payment to the Policy Date.

On any subsequent Valuation Date thereafter, the value of each Investment
Division is equal to:

a. the value of the Investment Division on the preceding Valuation Date,
   multiplied by the appropriate Net Investment Factor (described in Investment
   Divisions Provision) for the current Valuation Period; plus

b. the amount of any Net Purchase Payments allocated to the Investment
   Division during the current Valuation Period; plus

c. the amount of any transfers from other Investment Divisions  or from the
   Fixed Account to the Investment Division during the current Valuation Period;
   minus

d. the amount of any withdrawals, withdrawal charges, and transaction charges
   from the Investment Division during the current Valuation Period; minus

e. the amount of any transfers to other Investment Divisions or to the Fixed
   Account from the Investment Division during the current Valuation Period;
   minus

f. the portion of the Annual Contract Maintenance Charge allocated to the
   Investment Division during the current Valuation Period; minus

g. the portion of the Optional Death Benefit Rider Charge, if any, allocated to
   the Investment Division during the current Valuation Period; minus

h. the portion of any deduction for premium taxes allocated to the Investment
   Division during the current Valuation Period.



                                    Page 11
<PAGE>
 
                           13.  INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------

THE INVESTMENT DIVISIONS - Each of the Investment Divisions is part of a
Variable Account of ours. The Variable Account and the Investment Divisions
available as of the Policy Date are named under Policy Data.  We have allocated
a part of Our assets for this and certain other policies to the Investment
Divisions.  Such assets remain Our property.  They cannot be charged, however,
with liabilities from any other business in which We may take part.

ALLOCATIONS TO, AND INVESTMENTS OF THE INVESTMENT DIVISIONS - Purchase payments,
transfers, and withdrawals will be allocated as You specify. All other additions
to or deductions from the Investment Divisions will be allocated in the
proportion that the value of each Investment Division bears to the total Policy
Value. Each Investment Division will buy or liquidate shares or units of the
investment portfolio shown for that Investment Division under the Policy Data or
as later added or changed.

DETERMINING INVESTMENT RESULTS - The Variable Account Value will change due to
the investment results of the Investment Divisions. We use an index to measure
these changes in investment results. The index is called a unit value.  Each
Investment Division has its own Accumulation Unit Value and Annuity Unit Value.

ACCUMULATION UNIT VALUE - For each Investment Division the Accumulation Unit
Values were initially set at $1.00. Thereafter, the unit value for a given
Valuation Period is equal to the unit value for the prior Valuation Period
multiplied by the Net Investment Factor for the given Valuation Period.

At the end of any Valuation Period prior to the Retirement Date the value of an
Investment Division is equal to the number of  units multiplied by the unit
value.  Any time there is an addition to or deduction from an Investment
Division, units are purchased or liquidated.  The number of units so purchased
or liquidated is equal to the dollar amount of the transaction divided by the
unit value for the transaction date.

ANNUITY UNIT VALUE - For each Investment Division the Annuity Unit Values were
initially set at $1.00. Thereafter, the unit value for a given Valuation Period
is equal to the unit value for the prior Valuation Period multiplied by (1)
times (2) where:

1. is the Net Investment Factor for the given Valuation Period; and

2. is an interest factor which neutralizes the assumed investment rate of 4.0%
   per year, which is built into the mortality tables. The daily factor is
   .010746%.

NET INVESTMENT FACTOR/HOW IT IS DETERMINED - The Net Investment Factor is an
index applied to measure the investment performance of an Investment Division
from one Valuation Period to the next. The Net Investment Factor may be greater
or less than one; therefore, the value of a unit may increase or decrease.

The Net Investment Factor of an Investment Division for any Valuation Period is
determined by dividing (1) by (2) and subtracting (3) from the result, where:

1. is the result of:

   a. the net asset value of the Portfolio shares held in the Investment
      Division determined at the end of the current Valuation Period; plus

   b. the per share amount of any dividend or capital gain distributions on the
      Portfolio shares held in the Investment Division, if the "ex-dividend"
      date occurs during the current Valuation Period; plus or minus

   c. a charge or credit for any taxes reserved for the current Valuation Period
      which We determine to have resulted from the investment operations of the
      Investment Division;

2. is the result of:

   a. the net asset value per share of the Portfolio shares held in the
      Investment Division, determined at the end of the last prior Valuation
      Period; plus or minus

   b. the charge or credit for any taxes reserved for the last prior Valuation
      Period;

3. is a deduction for the Mortality and Expense Risk Charge and the
   Administration Fee shown in the Policy Data.

                                    Page 12
<PAGE>
 
                     13.  INVESTMENT DIVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

CHANGES IN THE INVESTMENT DIVISIONS - This would happen if laws or regulations
changed, We added Investment Divisions, the mutual fund portfolio became
unavailable or, in Our judgement, the mutual fund portfolio was no longer
suitable for investment. If any of these situations occurred, We would have the
right to add or substitute investments other than those shown under Policy Data.
We would first seek approval of the Securities and Exchange Commission and,
where required, the insurance regulator of the state where this Policy is
delivered.                                        


OTHER CHANGES - To the extent permitted by applicable laws and regulations
(including any order of the SEC), We may make changes as follows:

1.  The Variable Account may be operated as a management company under the
    Investment Company Act of 1940, or in any other form permitted by law, if
    

    We deem it to be in the best interest of the Policy Owners.

2.  The Variable Account may be deregistered under the Investment Company Act of
    1940 in the event registration is no longer required.

3.  The Variable Account may be combined with other separate investment
    accounts.

4.  The provisions of this and other policies may be modified to comply with any
    other applicable federal or state laws; or to take advantage of any benefits
    allowed by changes in applicable laws.

In the event of such changes, We may make appropriate endorsement on this and
other policies having an interest in the Variable Account and take other actions
as may be necessary to effect such a change.


                          14.  CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

ANNUAL CONTRACT MAINTENANCE CHARGE - The Annual Contract Maintenance Charge is
shown in the Policy Data. This charge partially compensates Us for expenses
incurred in administering the Policy. This charge will be deducted from the
Investment Divisions of the Variable Account in the same proportion that their
values bear to the Variable Account Value. We will deduct this charge annually
on each Policy Anniversary. This charge will also be deducted if the Policy is
surrendered. We will waive this charge on any Policy Anniversary on which
cumulative Purchase Payments less withdrawals equals or exceeds $30,000. This
charge will not be deducted after the Retirement Date.

ADMINISTRATION FEE - This is a deduction from each of the Investment Divisions
of the Variable Account, computed on a daily basis starting on the Policy Date.
This fee partially compensates Us for expenses incurred in administering the
Policy. The daily deduction rate is shown in the Policy Data.

MORTALITY AND EXPENSE RISK CHARGE DEDUCTION - This is a deduction from each of
the Investment Divisions of the Variable Account, computed on a daily basis
starting on the Policy Date. This charge compensates Us for the mortality and
expense risks assumed by Us under this Policy. The daily deduction rate is shown
in the Policy Data.                                       

DEDUCTION FOR PREMIUM TAXES - Any premium taxes levied by a state or other
government entity will be charged against the Purchase Payments or Policy Value
when they are incurred. Depending on state and local law, premium taxes can be
incurred when a Purchase Payment is accepted, when the Policy Value is withdrawn
or surrendered, or when Annuity Payments start. Premium taxes will be deducted
as incurred from the Investment Divisions of the Variable Account and the Fixed
Account in the same proportion that their values bear to the total Policy Value.

                                    Page 13
<PAGE>
 
                                15.  TRANSFERS
- --------------------------------------------------------------------------------

TRANSFERS PRIOR TO THE RETIREMENT DATE - By written request or other request
acceptable to us, You may transfer all or a part of the values held in the
variable Investment Divisions to one or more variable Investment Divisions or to
the Fixed Account up to twelve times in a Policy Year.

You may transfer all or a part of the values held in the Fixed Account to one or
more of the Investment Divisions of the Variable Account once per Policy Year.
This restriction will not apply to automatic transfers of a preselected dollar
amount from the Fixed Account to a variable Investment Division. However, if a
transfer is made from the Fixed Account to a variable Investment Division, no
transfer from the variable Investment Division to the Fixed Account may be made
for six months from the transfer date.                                        

The amount transferred from the Fixed Account to a variable Investment Division
may not exceed the greater of: (a) 25% of the prior Policy Anniversary's Fixed
Account Value; or (b) the amount of the prior Policy Year's transfer.

The value remaining in the variable Investment Division or the Fixed Account
after a transfer must not be less than $250. If the value remaining would be
less than $250, we will treat the transfer request as a request for a transfer
of the total value.
 
We may further suspend or modify this transfer privilege at any time with the
necessary approval of the Securities and Exchange Commission.

TRANSFERS AFTER THE RETIREMENT DATE - During the annuity payment period, the
Annuitant alone has the sole right to transfer the value of the Annuitant's
interest in the variable Investment Divisions and the Fixed Account by Written
Request to us, subject to the following limitations:

1.  Transfers will be made as of the next Valuation Period 14 days prior to the
    annuity payment date.                                       

2.  Transfers may cause the number of Annuity Units to change, but will not
    change the dollar amount of the Annuity Payment as of the transfer date. 

3.  Transfers of values held in the variable Investment Divisions to the Fixed
    Account are allowed once per Policy Year after the Retirement Date.

4.  Transfers of values among the variable Investment Divisions are allowed once
    per Policy Year after the Retirement Date.
    
5.  Transfers from the Fixed Account to the variable Investment Divisions are
    not allowed after the Retirement Date.

                     16.  DELAY OR SUSPENSION OF PAYMENTS
- --------------------------------------------------------------------------------

We will normally pay the partial withdrawal amount or the Surrender Value within
7 days after We receive Your written request in Our Home Office. The Company may
defer payment of any amounts from the Fixed Account for up to six months from
the date of the request to surrender. If the Company defers payment for more
than 30 days, the Company will pay interest on the amount deferred. Interest
will be paid at a rate not less than the Guaranteed Interest Rate shown on page
4A.
                                        
We have the right, to suspend or delay the date of any payment of any amounts
from any Investment Division of the Variable Account for any period:

1.  When the New York Stock Exchange is closed.
     
2.  When trading on the New York Stock Exchange is restricted.          
                                       
3.   When an emergency exists, and as a result:                              
                                       
     a.  disposal of securities held in the Investment Divisions is not
         reasonably practicable; or

     b.  it is not reasonably practicable to fairly determine the value of the
         Investment Divisions; or

4.  During any other period when the Securities and Exchange Commission by
    order, so permits for the protection of security holders. Rules and
    regulations of the Securities and Exchange Commission will govern as to
    whether the conditions set forth in the above items 2 and 3 exist.

                                    Page 14

<PAGE>
 
                         OPTIONAL DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------

This Rider is made a part of the Policy to which it is attached.  This benefit
is subject to all the provisions of this Rider and the Policy. The effective
date of this Rider is the Policy Date shown in the Policy Data.


The DEATH BENEFIT section of the DEATH BENEFIT Provision of the Policy is
deleted and replaced with the following section.

DEATH BENEFIT - The amount of the Death Benefit payable will be the greater of:

1. the Policy Value; or

2. the total Purchase Payments made accumulated daily at a rate equivalent to 5%
   per year, starting on the date each Purchase Payment is allocated to the
   Policy Value and ending on the Policy Anniversary preceding the Owner's 76th
   birthday (or the Annuitant's 76th birthday if the Owner is not a natural
   person), subject to a maximum of 200% of Purchase Payments; less withdrawals
   and withdrawal charges accumulated daily at a rate equivalent to 5% per year,
   starting on the date of each withdrawal and ending on the Policy Anniversary
   preceding the Owner's 76th birthday (or the Annuitant's 76th birthday if the
   Owner is not a natural person).

The Death Benefit will not increase after the Policy Anniversary following the
Owner's 76th birthday (or the Annuitant's 76th birthday if the Owner is not a
natural person).

We will compute the amount of the Death Benefit as of the date the Death Benefit
is paid or applied under one of the Annuity Payment Options.


OPTIONAL DEATH BENEFIT RIDER CHARGE - The Optional Death Benefit Rider Charge is
shown in the Policy Data.  This charge compensates United Investors for the
additional mortality risk incurred under this Rider.  This charge will be
deducted annually on each Policy Anniversary prior to the Retirement Date.  This
charge will be deducted from the Investment Divisions of the Variable Account
and the Fixed Account in the same proportion that their values bear to the total
Policy Value.  If the Policy is surrendered prior to the Policy Anniversary, or
if this Rider is voluntarily terminated, this charge will be deducted on a pro-
rata basis.  For purposes of calculating the amount of the charge, the average
death benefit amount means the average of the Death Benefit amount on the
current Policy Anniversary (or the date of surrender) and the preceding Policy
Anniversary.


TERMINATION - This Rider will terminate on the earlier of:

1. the date the Policy is surrendered, terminated or exchanged;

2. the Retirement Date; or

3. the date We receive Your written request to terminate this Rider.


                    UNITED INVESTORS LIFE INSURANCE COMPANY


          /s/ John H. Livingston            /s/ James L. Sedgwick

                 Secretary                                President

<PAGE>
 
                      WAIVER OF WITHDRAWAL CHARGES RIDER
- --------------------------------------------------------------------------------

This Rider is made a part of the Policy to which it is attached. This benefit is
subject to all the provisions of this Rider and the Policy.

BENEFIT

We agree to waive the withdrawal charges described in the Policy in the event
that the Owner or the Owner's spouse is confined to a Hospital or Nursing Home
or enrolled in a Hospice Care Program provided that:

1. such Confinement must have totally occurred after the Policy Date;

2. the Owner or the Owner's spouse has been continuously confined for a combined
stay of at least 30 days within a 35 day period;

3. the Hospital, Nursing Home, or Hospice Care Program in which the Owner or the
Owner's spouse is confined is a Hospital, Nursing Home or Hospice Care Program
as described in Definitions below; and

4. we receive written notice and satisfactory proof of Confinement no later than
60 days after Confinement ends.

DEFINITIONS

Confinement means admitted as an inpatient to a Hospital or Nursing Home or
enrolled in a Hospice Care Program as defined below.

Hospice Care Program means a coordinated program of medical and other health
services provided by a duly licensed hospice and in which such services are
provided by someone other than the Owner of the Policy, the Annuitant, or a
member of the Owner's or Annuitant's immediate family.

Hospital means a place which is duly licensed as a hospital and is operating
within the scope of its license.

Nursing Home means a duly licensed facility providing skilled nursing care under
the supervision of a duly licensed physician other than the Owner of the Policy,
the Annuitant, or a member of the Owner's or Annuitant's immediate family.

TERMINATION

This Rider will terminate on the earlier of:

A. the date the Policy is surrendered, terminated, or exchanged; or

B. the Retirement Date.


                    UNITED INVESTORS LIFE INSURANCE COMPANY



                             /s/ James L. Sedgwick

                                   President

<PAGE>
 
Application for Deferred Variable Annuity    [logo]
(Please Print or Type)                                     UNITED INVESTORS LIFE

<TABLE> 
<CAPTION> 

<C>    <S> 
 
1.       Proposed Owner:    __________________________________________________________________________________________
                                             First                   Middle                   Last
 
         Date of Birth:   (MO/DY/YR)  ____________  Age (last birthday):  __________ (Maximum  Issue Age 85) 
 
         Sex:  [_]  Male  [_]   Female      Social Security No.: _____________________________________________________
- ----------------------------------------------------------------------------------------------------------------------
         Proposed Joint Owner: _______________________________________________________________________________________
                                         First                        Middle                    Last
         Date of Birth:   (MO/DY/YR)  ____________  Age (last birthday):  __________ (Maximum  Issue Age 85) 
 
         Sex:  [_]  Male  [_]   Female      Social Security No.: _____________________________________________________
- ----------------------------------------------------------------------------------------------------------------------
2.       Proposed Owner's Mailing Address:
 
         Street ______________________________________________________________________________________________________
               
         City  ________________________________    State _______________________  Zip ________________________________
- ----------------------------------------------------------------------------------------------------------------------
3.       Type of Plan:  [_]  Non-qualified
                             Initial Purchase Payment:  $ __________      (Min. $2,000)
                             Additional Monthly Bank Draft Purchase Payments:  $____ (Min. $100/Mo.-Complete Form U-412-1)
                        ---------------------------------------------------------------------------------------------
                        [_]  Qualified:    [_] IRA     [_]  IRA Rollover    [_]  Other: ____________________________
                        [_]  Single Purchase Payment:                  $ _________ (Min. $1,200)
                        [_]  Monthly Bank Draft Purchase Payments:     $ _________ (Min. $100/Mo.-Complete Form U-412-1)
                        [_]  Monthly Group Billing Purchase Payments:  $ _________ (Min. $100/Mo.-Complete form U-423)
- ----------------------------------------------------------------------------------------------------------------------
4.       Include Optional Death Benefit Rider:  [_] Yes  [_] No  (Maximum Owner Issue  Age 70)
- ----------------------------------------------------------------------------------------------------------------------
5.       Amount Paid with Application:  $ ______________________________
- ----------------------------------------------------------------------------------------------------------------------
6.       Retirement Date: _________________   Age: ____________________
         The first of the month after the Annuitant's Age 85 (or 10 years from Policy Date if later) will be used unless 
         otherwise indicated above.
- ----------------------------------------------------------------------------------------------------------------------
7.       Form of Annuity payments: ______________________ Life Annuity with 120 monthly payments guaranteed unless 
         otherwise indicated.
- ----------------------------------------------------------------------------------------------------------------------
8.       Proposed Annuitant: _________________________________________________________________________________________
        (if other than Proposed Owner)                   First                   Middle                 Last

         Date of Birth:   (MO/DY/YR)  ____________  Age (last birthday):  __________ (Maximum Issue Age 85) 
 
         Sex:  [_]  Male  [_]   Female  Social Security No.: ____________   Relationship to Owner(s) ________________

- ----------------------------------------------------------------------------------------------------------------------
9.       Beneficiary:  Give full name, date of birth, and relationship to Proposed Owner:
 
          Primary:_______________________________________________________________________________________________
 
         Contingent: ____________________________________________________________________________________________
- ----------------------------------------------------------------------------------------------------------------------
10.      Application signed in __________________________   on  _________________________________
                                      State                                   Date
         _____________________________________________    _________________________________________
                         Agent's Signature                  Agent's Name (Please Print)
 
         ____________________________________________________    __________________________________________
            Agent No.        Division No.                                    FLA License ID. No.
______________________________________________________________________________________________________________________
 
</TABLE>

                                    Page 1
<PAGE>
 
<TABLE>

<C>      <S> 
- ------------------------------------------------------------------------------------------------------------------------------------
11.      Replacement:
         a.  Is policy applied for intended to replace or change existing life insurance or annuities in force?  [_] Yes [_] No

             If "Yes," give full name of company(s) and policy number(s) below and enclose any required state replacement forms:
 
                           Number                 Company

             -------------------------------------------------------------------------------------------------------------------
 
             -------------------------------------------------------------------------------------------------------------------
         b.  Is this a 1035(a) exchange?  (If "Yes," attach Form U-622)    [_]  Yes    [_]   No
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<S>      <C>                                                                    <C> 
12.      Telephone Transfer Authorization:    [_]  Yes    [_]  No               If "Yes," Owner  must initial agreement below.

 I agree to hold United Investors Life harmless from all claims when action is
 taken pursuant to a telephone transfer request based on the owner's correct
 name and policy number: __________________   (Owner's Initials)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

<TABLE> 
<CAPTION> 

13.  Purchase Payment Allocation (whole percentages only):
                                                               
<S>                                                             <C> 
Fixed Account
TMK/United Funds, Inc. Asset Strategy Portfolio        _________ %   TMK/United Funds, Inc. Money Market Portfolio  _________ %
TMK/United Funds, Inc. Balanced Portfolio              _________ %   TMK/United Funds, Inc. Small Cap Portfolio     _________ %
TMK/United Funds, Inc. Bond Portfolio                  _________ %   _________________________________________      _________ % 
TMK/United Funds, Inc. Growth Portfolio                _________ %   _________________________________________      _________ % 
TMK/United Funds, Inc. High Income Portfolio           _________ %   _________________________________________      _________ % 
TMK/United Funds, Inc. Income Portfolio                _________ %   _________________________________________      _________ % 
TMK/United Funds, Inc. International Portfolio         _________ %   _________________________________________      _________ %  
TMK/United Funds, Inc. Limited-Term Bond Portfolio     _________ %   _________________________________________      _________ % 
 
                                                                              Total                                       100 %
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE> 

14.  Dollar Cost Averaging:    [_] Yes    [_] No
 
Automatic transfer each month of a preselected dollar amount from the Fixed
Account or the Money Market Investment Division to up to four other Investment
Divisions. Enter day of the month on which you would like transfer to be
made:__________ (1st through 28th). If the day of the month selected does not
fall on a Valuation Date, transfers will be made on the next following Valuation
Date. Transfers will be made at the unit values determined on the date of each
transfer.
 
Enter total dollar amount to be transferred:  $ _______________ ($100 minimum).
 
<TABLE> 
<CAPTION> 

Enter up to four Investment Divisions to which you would like transfers to be made and the dollar amount ($25 minimum) to be
transferred to each Investment Division:

<S>                                                             <C> 
Fixed Account
$_________  TMK/United Funds, Inc. Asset Strategy Portfolio       $_________    TMK/United Funds, Inc.  Small Cap Portfolio      
$_________  TMK/United Funds, Inc. Balanced Portfolio             $_________    ___________________________________________       
$_________  TMK/United Funds, Inc. Bond Portfolio                 $_________    ___________________________________________       
$_________  TMK/United Funds, Inc. Growth Portfolio               $_________    ___________________________________________       
$_________  TMK/United Funds, Inc. High Income Portfolio          $_________    ___________________________________________       
$_________  TMK/United Funds, Inc. Income Portfolio               $_________    ___________________________________________       
$_________  TMK/United Funds, Inc. International Portfolio        $_________    ___________________________________________        
$_________  TMK/United Funds, Inc. Limited-Term Bond Portfolio    $_________    ___________________________________________    
$_________  TMK/United Funds, Inc. Money Market Portfolio         $_________    ___________________________________________    

</TABLE> 

The transfers selected above will commence no earlier than one month following
the Policy Date shown in your Policy.
- --------------------------------------------------------------------------------
                                    Page 2
<PAGE>
 
- --------------------------------------------------------------------------------
15.  Suitability:                                               Owner's Initials
 
     Is the premium shown less than 20% of your net worth?
     (If Yes, attach a Suitability Statement 
     signed by Agent).                            [_] Yes  [_] No     __________
 
     I have received a current prospectus for 
     the variable annuity and any funds selected. [_] Yes  [_] No     __________
- --------------------------------------------------------------------------------
 To the best of my knowledge and belief, my answers to the questions on this
 Application are correct and true. I agree that this Application shall be a part
 of any annuity contract issued to me. I also understand that the Company
 reserves the right to reject any Application or Purchase Payment. If this
 Application is declined, there shall be no liability on the part of the Company
 and any Purchase Payments submitted shall be returned.
 
 I UNDERSTAND THAT THE ANNUITY PAYMENTS AND POLICY VALUE WILL INCREASE OR
 DECREASE DEPENDING ON THE INVESTMENT PERFORMANCE OF THE INVESTMENT DIVISIONS
 SELECTED.
 
 Signed at ________________________________   Date ____________ , 19 ____
                   City        State
 
- -------------------------------------------   ----------------------------------
Signature of Proposed Owner (if other than    Signature of Proposed Annuitant 
Proposed Annuitant)                           (if other than Proposed Owner)


- -------------------------------------
Signature of Proposed Joint Owner
 
        Check here to receive a Statement of Additional Information [_]
- --------------------------------------------------------------------------------


U-1127, ED. 9-96

- -------------------------------------------------------------------------------
                           PURCHASE PAYMENT RECEIPT

THE COMPANY DOES NOT INCUR LIABILITY UNDER THIS APPLICATION, OTHER THAN THE
RETURN OF ANY PURCHASE PAYMENTS RECEIVED, UNTIL THE POLICY DATE. ALL PREMIUM
CHECKS MUST BE MADE PAYABLE TO THE COMPANY. DO NOT MAKE CHECK PAYABLE TO THE
AGENT OR LEAVE THE PAYEE BLANK.


                           $
- -------------------------   ------------------------   ------------------------ 
          Date                    Amount Paid             Agent's Signature



                                    Page 3

<PAGE>
 
- --------------------------------------------------------------------------------

ADDITIONAL INFORMATION
 
Telephone Number of Proposed Owner   HOME:  (  ) ______ BUSINESS: (  ) _______
- --------------------------------------------------------------------------------
Confidential Owner's Information:
 
1.  Gross Family Income:  $ _______________  2. Taxable Income: $_____________
 
3.  Number of Dependents: _________________
 
4.  Occupation:____________________________  5.  Employer's Name: ____________
 
6.  Employer Address:_________________________________________________________
 
7.  Savings and Liquid Assets:  $ _________  8.  Other Assets (excluding home,
                                                 furnishings, car):  $_______
 
9.  Net Worth (Assets minus liabilities):  $ ________________________________
 
10.  Are you associated with any NASD Member? [_] Yes  [_] No   
                                                 (specify in Special Remarks)
 
11.  Investment Objectives (mark all that apply):
 
     [_] Retirement Savings  [_] Reserves  [_] Children's College  [_] Income
     [_] Other Needs/Goals
 
12.  Special Remarks/Considerations:_________________________________________

_____________________________________________________________________________ 
 
_____________________________________________________________________________ 

- --------------------------------------------------------------------------------
Agent's Report
 
Is Proposed Owner/Annuitant a member of your immediate family:  [_]Yes [_] No
Do you know or have reason to believe that replacement of 
existing life insurance annuities is/or may be involved?        [_]Yes [_] No
 
 
- --------------------------------   --------------  ------------------------
   Signature of Agent                  Date                Phone #

- --------------------------------------------------------------------------------


                                   Page 4


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