RETIREMAP VARIABLE ACCOUNT, 497, 1997-09-22

RETIREMAP VARIABLE ACCOUNT
497, 1997-09-22

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U N I T E D I N V E S T O R S

R E T I R E M A P/SM/

VARIABLE ANNUITY

PROSPECTUS
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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.

Over the life of the Policy, the Owner may choose to allocate
Purchase Payments or transfer values to no more than 17 of the
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. (See "Transfers" for additional
restrictions on transfers.) Assets of each Investment Division
are invested in a corresponding mutual fund portfolio. The
following 21 Portfolios of the Funds are currently offered to
Policyowners through the Investment Divisions of the Variable
Account:

TMK/UNITED FUNDS, INC. DREYFUS VARIABLE
MONEY MARKET PORTFOLIO INVESTMENT FUND
BOND PORTFOLIO CAPITAL APPRECIATION
HIGH INCOME PORTFOLIO PORTFOLIO
GROWTH PORTFOLIO SMALL CAP PORTFOLIO
INCOME PORTFOLIO GROWTH AND INCOME
SMALL CAP PORTFOLIO PORTFOLIO
SCIENCE AND TECHNOLOGY PORTFOLIO QUALITY BOND PORTFOLIO
FEDERATED INSURANCE SERIES MFS VARIABLE INSURANCE
FEDERATED EQUITY INCOME FUND II TRUST
MFS EMERGING GROWTH
SERIES
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
SCUDDER VARIABLE LIFE INVESTMENT FUND
GLOBAL DISCOVERY PORTFOLIO MFS RESEARCH SERIES
INTERNATIONAL PORTFOLIO MFS UTILITIES SERIES
WARBURG PINCUS TRUST
INTERNATIONAL EQUITY
PORTFOLIO
WARBURG PINCUS TRUST II
FIXED INCOME PORTFOLIO
GLOBAL FIXED INCOME
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, Administrative Office, P.O. Box 219065, Dallas, TX
75221-9065, or by calling (800) 453-1271. 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.
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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.
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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.
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PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE
REFERENCE.
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The Date of This Propectus is July 15, 1997
Issued By:
United Investors Life Insurance Company
2001 Third Avenue South
Birmingham, Alabama 35233

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U-1153,Ed.7/97
<PAGE>

SUPPLEMENT TO THE RETIREMAP PROSPECTUS

The following information supplements and supersedes any contrary
information contained in the Prospectus:

At a special meeting of shareholders on July 24, 1997 shareholders of the
Income Portfolio, a series of TMK/United Funds, Inc. (the "Fund") approved a
change to the goal of the Income Portfolio. The revised goal states that the
Income Portfolio "seeks, as a primary goal, to maintain current income,
subject to market conditions. As a secondary goal, the Portfolio seeks capital
growth."

The Fund intends to implement the foregoing change on October 1, 1997.

To be attached to the cover page of the Prospectus dated July 15, 1997.

This Supplement is dated September 22, 1997.

U-1169, Ed. 9/97
<PAGE>

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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................................................ iii
SUMMARY.................................................................... 1
PUBLISHED RATINGS.......................................................... 8
UNITED INVESTORS LIFE INSURANCE COMPANY AND RETIREMAP VARIABLE ACCOUNT..... 8
United Investors Life Insurance Company.................................. 8
RetireMAP Variable Account............................................... 8
The Funds................................................................ 9
Fund Management and Fees................................................. 11
FIXED ACCOUNT.............................................................. 13
THE POLICY................................................................. 14
Issuance of a Policy..................................................... 14
Purchase Payments........................................................ 14
Allocation of Purchase Payments.......................................... 14
Policy Value............................................................. 15
Surrender and Partial Withdrawals........................................ 16
Transfers................................................................ 17
Dollar Cost Averaging.................................................... 18
Death Benefit............................................................ 18
"Free Look" Period....................................................... 20
CHARGES AND DEDUCTIONS..................................................... 20
Withdrawal Charge........................................................ 20
Waiver of Withdrawal Charges Rider....................................... 21
Annual Contract Maintenance Charge....................................... 21
Administration Fee....................................................... 21
Reduction In Charges For Certain Groups.................................. 21
Mortality and Expense Risk Charge........................................ 22
Optional Death Benefit Rider Charge...................................... 22
Transaction Charge....................................................... 22
Premium Taxes............................................................ 22
Federal Taxes............................................................ 23
Fund Expenses............................................................ 23
ANNUITY PAYMENTS........................................................... 23
Election of Payment Option............................................... 23
Retirement Date.......................................................... 23
Available Options........................................................ 23
DISTRIBUTOR OF THE POLICIES................................................ 25
FEDERAL TAX MATTERS........................................................ 25
Introduction............................................................. 25
Taxation of Annuities in General......................................... 25
VOTING RIGHTS.............................................................. 28
LEGAL PROCEEDINGS.......................................................... 29
FINANCIAL STATEMENTS....................................................... 29
STATEMENT OF ADDITIONAL INFORMATION........................................ 30
</TABLE>

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.

ii
<PAGE>

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DEFINITIONS
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Annuitant................means the person on whose life Annuity Payments de-
pend. 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 col-
lectively as the "Annuitant."

Annuity Payment..........means an amount paid monthly, starting on the Retire-
ment 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) be-
fore 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 Com-
pany other than those in any separate account.

Fixed Account Value......means the value of the Fixed Account under the Poli-
cy.

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 ex-
perience of the variable Investment Divisions.

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
Interest Rate...........means the minimum effective annual rate at which in-
terest will be credited to amounts allocated to the
Fixed Account under the Policy. The Guaranteed Mini-
mum Interest Rate is 4% per year.

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

Net Purchase Payment.....means a Purchase Payment less any deduction for pre-
mium 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 Ac-
count Value prior to the Retirement Date.

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

iii
<PAGE>

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 treat-
ment.

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

Surrender Value..........means the Policy Value less any Withdrawal Charge,
the Annual Contract Maintenance Charge, an Optional
Death Benefit Rider Charge (if applicable), and ap-
plicable deductions for premium taxes.

Valuation Date...........means a normal business day, Monday through Friday.
However, we will not value the Policy on any custom-
ary U.S. business holiday when the New York Stock Ex-
change is not open for trading. Those holidays cur-
rently are New Year's Day, Presidents' Day, Good Fri-
day, 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 Valu-
ation 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 Divi-
sions 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.

iv
<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 21 Investment
Divisions. Each Investment Division invests solely in shares of a
corresponding mutual fund portfolio of one of several Funds. Currently the
following 21 separate investment portfolios are available:

<TABLE>
<S> <C>
TMK/UNITED FUNDS, INC. DREYFUS VARIABLE INVESTMENT FUND
MONEY MARKET PORTFOLIO CAPITAL APPRECIATION
BOND PORTFOLIO PORTFOLIO
GROWTH PORTFOLIO SMALL CAP PORTFOLIO
HIGH INCOME PORTFOLIO GROWTH AND INCOME
INCOME PORTFOLIO PORTFOLIO
SMALL CAP PORTFOLIO QUALITY BOND PORTFOLIO
SCIENCE AND TECHNOLOGY PORTFOLIO MFS VARIABLE INSURANCE TRUST
FEDERATED INSURANCE SERIES MFS EMERGING GROWTH SERIES
FEDERATED EQUITY INCOME FUND II MFS RESEARCH SERIES
FEDERATED FUND FOR U.S. GOVERNMENT MFS UTILITIES SERIES
SECURITIES II WARBURG PINCUS TRUST
SCUDDER VARIABLE LIFE INVESTMENT FUND INTERNATIONAL EQUITY
GLOBAL DISCOVERY PORTFOLIO PORTFOLIO
INTERNATIONAL PORTFOLIO WARBURG PINCUS TRUST II
FIXED INCOME PORTFOLIO
GLOBAL FIXED INCOME
PORTFOLIO
</TABLE>

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 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.")

1
<PAGE>

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 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 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, 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 an 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 an Owner or a 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.")

2
<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 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.")

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:

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES:
Maximum Withdrawal Charge............................................. 7%
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 percentage of the aver-
age daily net assets of each Investment Division of the Variable Ac-
count):
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
</TABLE>

3
<PAGE>

PORTFOLIO ANNUAL EXPENSES (1)
(expressed as a percentage of net assets of each Portfolio) (2)

<TABLE>
<CAPTION>
TOTAL PORTFOLIO
MANAGEMENT OTHER ANNUAL
FEE (3) EXPENSES (3) EXPENSES (3)
(after any (after any (after waiver or
PORTFOLIO waiver) reimbursement) reimbursement)
--------- ---------- -------------- ----------------
<S> <C> <C> <C>
TMK/United Funds, Inc.
Money Market Portfolio.......... 0.50 % 0.11 % 0.61 %
Bond Portfolio.................. 0.53 % 0.06 % 0.59 %
High Income Portfolio........... 0.65 % 0.06 % 0.71 %
Growth Portfolio................ 0.70 % 0.03 % 0.73 %
Income Portfolio................ 0.70 % 0.03 % 0.73 %
Small Cap Portfolio............. 0.85 % 0.06 % 0.91 %
Science and Technology Portfo-
lio............................ 0.70 % 0.03 % 0.73 %
Federated Insurance Series
Federated Equity Income Fund II. 0.00 % 0.85 % 0.85 %
Federated Fund for U.S.
Government Securities II....... 0.00 % 0.80 % 0.80 %
Scudder Variable Life Investment
Fund (4)
Global Discovery Portfolio...... 0.16 % 1.59 % 1.75 %
International Portfolio......... 0.86 % 0.44 % 1.30 %
Dreyfus Variable Investment Fund
Capital Appreciation Portfolio.. 0.75 % 0.09 % 0.84 %
Small Cap Portfolio............. 0.75 % 0.04 % 0.79 %
Growth and Income Portfolio..... 0.75 % 0.08 % 0.83 %
Quality Bond Portfolio.......... 0.65 % 0.14 % 0.79 %
MFS Variable Insurance Trust
MFS Emerging Growth Series...... 0.75 % 0.25 % 1.00 %
MFS Research Series............. 0.75 % 0.25 % 1.00 %
MFS Utilities Series............ 0.75 % 0.25 % 1.00 %
Warburg Pincus Trust
International Equity Portfolio.. 0.96 % 0.40 % 1.36 %
Warburg Pincus Trust II
Fixed Income Portfolio.......... 0.48 % 0.51 % 0.99 %
Global Fixed Income Portfolio... 0.52 % 0.47 % 0.99 %
</TABLE>
- --------
(1) The Portfolio Annual Expenses shown above are assessed at the underlying
mutual fund level and are not direct charges against Variable Account
assets or reductions from Policy Value. These underlying Portfolio Annual
Expenses are taken into consideration in computing each underlying
Portfolio's net asset value which is the share price used to calculate the
unit values of the Investment Divisions of the Variable Account. The
Management Fees and Other Expenses, some of which are subject to fee
waivers or expense reimbursements, are more fully described in the
prospectus for each individual underlying mutual fund. The information
relating to the underlying Portfolio Annual Expenses was provided by the
underlying mutual fund and was not independently verified by United
Investors.
(2) The percentages are based on expenses incurred for the year ended December
31, 1996, except for the following new Portfolios, where the figures are
estimates for the year ending December 31, 1997: TMK/United Science and
Technology Portfolio; Federated Equity Income II Portfolio; Scudder Global
Discovery Portfolio; Warburg Pincus Fixed Income Portfolio; and Warburg
Pincus Global Fixed Income Portfolio.
(3) With respect to certain Portfolios, the Portfolio's investment adviser is
waiving part or all of its Management Fee and reimbursing part or all of
the Other Expenses. Absent the waiver or reimbursement, the expenses (1996
actual or 1997 estimated, as the case may be) of these Portfolios would
have been as indicated below:

<PAGE>

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL PORTFOLIO
FEE EXPENSES ANNUAL EXPENSES
(before any (before any (before waiver or
PORTFOLIO waiver) reimbursement) reimbursement)
--------- ----------- -------------- -----------------
<S> <C> <C> <C>
Federated Equity Income Fund
II............................ 0.75 % 1.07 % 1.82 %
Federated Fund for U.S. Govern-
ment Securities II............ 0.60 % 1.21 % 1.81 %
Scudder Global Discovery Port-
folio......................... 0.975% 1.595% 2.57 %
MFS Emerging Growth Series..... 0.75 % 0.41 % 1.16 %
MFS Research Series............ 0.75 % 0.73 % 1.48 %
MFS Utilities Series........... 0.75 % 2.00 % 2.75 %
Warburg Pincus International
Equity Portfolio.............. 1.00 % 0.40 % 1.40 %
Warburg Pincus Fixed Income
Portfolio..................... 0.50 % 0.65 % 1.15 %
Warburg Pincus Global Fixed In-
come Portfolio................ 1.00 % 0.55 % 1.55 %
</TABLE>

(4) The Variable Account invests in Class B shares of Scudder Variable Life
Investment Fund (the "Scudder Fund"). The Scudder Fund has adopted a plan
pursuant to SEC Rule 12b-1 for its Class B shares (the "Plan") whereby it
will pay Scudder Investor Services, Inc. (the "Distributor"), a subsidiary
of the Scudder Fund's investment adviser, a fee at the annual rate of up
to 0.25% of the average daily net assets of its Global Discovery Portfolio
and International Portfolio attributable to Class B shares ("12b-1 Fees").
Under the terms of the Plan, the Scudder Fund is authorized to make
payments quarterly to the Distributor for remittance to a participating
insurance company (e.g., United Investors) in order to pay or reimburse
such insurance company for distribution and shareholder servicing-related
expenses incurred by that insurance company. Although no 12b-1 Fees were
deducted during 1996, the tables above have been restated to reflect the
current 0.25% fee.

EXPENSE EXAMPLES. The purpose of the following Example Tables is to assist
the Owner in understanding the various costs and expenses that an Owner will
bear directly and indirectly. The Tables reflect charges and expenses of the
Variable Account and charges and expenses of the Portfolios for the year ended
December 31, 1996, where available, or estimates for new Portfolios (after any
fee waiver or expense reimbursement); the Portfolios' charges and expenses for
future years may be higher or lower. For more information on the charges
summarized in these Tables, 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>
INVESTMENT DIVISION 1 YEAR 3 YEARS
------------------- ------- -------
<S> <C> <C>
TMK/United Money Market........................................ $ 90.10 $124.75
TMK/United Bond................................................ $ 89.90 $124.15
TMK/United High Income......................................... $ 91.10 $127.77
TMK/United Growth.............................................. $ 91.30 $128.38
TMK/United Income.............................................. $ 91.30 $128.38
TMK/United Small Cap........................................... $ 93.10 $133.79
TMK/United Science and Technology.............................. $ 91.30 $128.38
Federated Equity Income Fund II................................ $ 92.50 $131.99
Federated Fund for U.S. Government Securities II............... $ 92.00 $130.48
Scudder Global Discovery....................................... $101.50 $158.80
Scudder International.......................................... $ 97.00 $145.46
Dreyfus Capital Appreciation................................... $ 92.40 $131.69
Dreyfus Small Cap.............................................. $ 91.90 $130.18
Dreyfus Growth and Income...................................... $ 92.30 $131.39
Dreyfus Quality Bond........................................... $ 91.90 $130.18
MFS Emerging Growth Series..................................... $ 94.00 $136.49
MFS Research Series............................................ $ 94.00 $136.49
MFS Utilities Series........................................... $ 94.00 $136.49
Warburg Pincus International Equity............................ $ 97.60 $147.24
Warburg Pincus Fixed Income.................................... $ 93.90 $136.19
Warburg Pincus Global Fixed Income............................. $ 93.90 $136.19
</TABLE>

<PAGE>

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>
INVESTMENT DIVISION 1 YEAR 3 YEARS
------------------- ------- -------
<S> <C> <C>
TMK/United Money Market........................................ $ 20.10 $ 64.75
TMK/United Bond................................................ $ 19.90 $ 64.15
TMK/United High Income......................................... $ 21.10 $ 67.77
TMK/United Growth.............................................. $ 21.30 $ 68.38
TMK/United Income.............................................. $ 21.30 $ 68.38
TMK/United Small Cap........................................... $ 23.10 $ 73.79
TMK/United Science and Technology.............................. $ 21.30 $ 68.38
Federated Equity Income Fund II................................ $ 22.50 $ 71.99
Federated Fund for U.S. Government Securities II............... $ 22.00 $ 70.48
Scudder Global Discovery....................................... $ 31.50 $ 98.80
Scudder International.......................................... $ 27.00 $ 85.46
Dreyfus Capital Appreciation................................... $ 22.40 $ 71.69
Dreyfus Small Cap.............................................. $ 21.90 $ 70.18
Dreyfus Growth and Income...................................... $ 22.30 $ 71.39
Dreyfus Quality Bond........................................... $ 21.90 $ 70.18
MFS Emerging Growth Series..................................... $ 24.00 $ 76.49
MFS Research Series............................................ $ 24.00 $ 76.49
MFS Utilities Series........................................... $ 24.00 $ 76.49
Warburg Pincus International Equity............................ $ 27.60 $ 87.24
Warburg Pincus Fixed Income.................................... $ 23.90 $ 76.19
Warburg Pincus Global Fixed Income............................. $ 23.90 $ 76.19
</TABLE>

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:

<TABLE>
<CAPTION>
INVESTMENT DIVISION 1 YEAR 3 YEARS
------------------- ------- -------
<S> <C> <C>
TMK/United Money Market........................................ $ 90.10 $128.22
TMK/United Bond................................................ $ 89.90 $127.61
TMK/United High Income......................................... $ 91.10 $131.23
TMK/United Growth.............................................. $ 91.30 $131.83
TMK/United Income.............................................. $ 91.30 $131.83
TMK/United Small Cap........................................... $ 93.10 $137.24
TMK/United Science and Technology.............................. $ 91.30 $131.83
Federated Equity Income Fund II................................ $ 92.50 $135.44
Federated Fund for U.S. Government Securities II............... $ 92.00 $133.94
Scudder Global Discovery....................................... $101.50 $162.20
Scudder International.......................................... $ 97.00 $148.88
Dreyfus Capital Appreciation................................... $ 92.40 $135.14
Dreyfus Small Cap.............................................. $ 91.90 $133.64
Dreyfus Growth and Income...................................... $ 92.30 $134.84
Dreyfus Quality Bond........................................... $ 91.90 $133.64
MFS Emerging Growth Series..................................... $ 94.00 $139.93
MFS Research Series............................................ $ 94.00 $139.93
MFS Utilities Series........................................... $ 94.00 $139.93
Warburg Pincus International Equity............................ $ 97.60 $150.67
Warburg Pincus Fixed Income.................................... $ 93.90 $139.63
Warburg Pincus Global Fixed Income............................. $ 93.90 $139.63
</TABLE>

6
<PAGE>

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>
INVESTMENT DIVISION 1 YEAR 3 YEARS
------------------- ------- -------
<S> <C> <C>
TMK/United Money Market........................................ $ 20.10 $ 68.22
TMK/United Bond................................................ $ 19.90 $ 67.61
TMK/United High Income......................................... $ 21.10 $ 71.23
TMK/United Growth.............................................. $ 21.30 $ 71.83
TMK/United Income.............................................. $ 21.30 $ 71.83
TMK/United Small Cap........................................... $ 23.10 $ 77.24
TMK/United Science and Technology.............................. $ 21.30 $ 71.83
Federated Equity Income Fund II................................ $ 22.50 $ 75.44
Federated Fund for U.S. Government Securities II............... $ 22.00 $ 73.94
Scudder Global Discovery....................................... $ 31.50 $102.20
Scudder International.......................................... $ 27.00 $ 88.88
Dreyfus Capital Appreciation................................... $ 22.40 $ 75.14
Dreyfus Small Cap.............................................. $ 21.90 $ 73.64
Dreyfus Growth and Income...................................... $ 22.30 $ 74.84
Dreyfus Quality Bond........................................... $ 21.90 $ 73.64
MFS Emerging Growth Series..................................... $ 24.00 $ 79.93
MFS Research Series............................................ $ 24.00 $ 79.93
MFS Utilities Series........................................... $ 24.00 $ 79.93
Warburg Pincus International Equity............................ $ 27.60 $ 90.67
Warburg Pincus Fixed Income.................................... $ 23.90 $ 79.63
Warburg Pincus Global Fixed Income............................. $ 23.90 $ 79.63
</TABLE>

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 0.13% 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. In some states,
we will instead refund all Purchase Payments that we have received. (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'
Administrative Office at the following address:

United Investors Life Insurance Company
Administrative Office
P.O. Box 219065
Dallas, TX 75221-9065
Phone: (800) 453-1271

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

* * *

<PAGE>

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.")

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 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 21 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

8
<PAGE>

management or investment practices or policies of the Variable Account or
United Investors by the Commission.

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 insurance 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.

United Investors may receive payments or revenues from some or all of the
Portfolios or their investment advisers.

The following 21 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 stocks. 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 "Debt Securities" in the
TMK/United Funds, Inc. prospectus for a further description of the risk
factors.

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 stocks or securities
convertible into common stocks.

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 common stocks of, relatively new

9
<PAGE>

or unseasoned 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 Science and Technology Portfolio seeks long-term capital growth
through investments primarily in science and technology securities.

Federated Insurance Series

Federated Equity Income Fund II's investment objective is to provide above
average income and capital appreciation. It attempts to achieve its objectives
by investing at least 65% of its assets in income-producing equity securities.

Federated Fund for U.S. Government Securities II seeks current income by
investing in a professionally managed, diversified portfolio limited to U.S.
government securities (i.e., securities issued or guaranteed as to payment of
principal and interest by the U.S. government, its agencies or
instrumentalities).

Scudder Variable Life Investment Fund

Scudder Global Discovery Portfolio seeks above-average capital appreciation
over the long term by investing primarily in the equity securities of small
companies located throughout the world. It generally invests in small, rapidly
growing companies that offer the potential for above-average returns relative
to larger companies, yet are frequently overlooked and thus undervalued by the
market.

Scudder International Portfolio seeks long-term growth of capital
principally from a diversified portfolio of foreign equity securities. It
invests in companies, wherever organized, which do business primarily outside
the United States. It invests primarily in equity securities of established
companies, which are listed on foreign exchanges.

Dreyfus Variable Investment Fund

Dreyfus Capital Appreciation Portfolio's primary investment objective is to
provide long-term capital growth consistent with the preservation of capital;
current income is a secondary investment objective. This series invests
primarily of common stocks of domestic and foreign issuers.

Dreyfus Small Cap Portfolio's investment objective is to maximize capital
appreciation. This series invests primarily in common stocks of domestic and
foreign issuers. This series will be particularly alert to emerging smaller-
sized companies which are believed to be characterized by new or innovative
products, services or processes which should enhance prospects for growth in
future earnings.

Dreyfus Growth and Income Portfolio's investment objective is to provide
long-term capital growth, current income and growth of income, consistent with
reasonable investment risk. This series invests primarily in equity
securities, debt securities and money market instruments of domestic and
foreign issuers.

Dreyfus Quality Bond Portfolio's investment objective is to provide the
maximum amount of current income to the extent consistent with the
preservation of capital and the maintenance of liquidity. This series
principally in debt obligations of corporations, the U.S. Government and its
agencies and instrumentalities, and U.S. major banking institutions.

MFS Variable Insurance Trust

MFS Emerging Growth Series seeks long-term growth of capital. Dividend and
interest income from portfolio securities, if any, is incidental to the
series' investment objective of long-term growth of

10
<PAGE>

capital. The series' policy is to invest primarily in common stocks of
companies that are early in their life cycles but which are believed to have
the potential to become major enterprises (emerging growth companies). The
series may also invest in more-established companies whose earnings growth are
expected to accelerate due to unique opportunities.

MFS Research Series seeks to provide long-term growth of capital and future
income. The series is an equity portfolio combining U.S. and foreign stocks of
all sizes and many industries. The series is managed by a committee of
investment research analysts, rather than by an individual manager. Each
analyst presents his or her "best idea." Industry and sector weightings are
then reviewed by the committee as a whole. This system of individual expertise
balanced by consensus can open doors to many equity opportunities.

MFS Utilities Series seeks capital growth and current income (income above
that available from a portfolio invested entirely in equity securities). This
series takes a balanced approach to investing. The series, under normal
circumstances, will have at least 65% of its assets (but up to 100% at the
discretion of the manager) allocated between equity and debt securities of
both domestic and foreign companies, primarily in the utilities industry. The
manager has the flexibility to invest up to 35% of the series' net assets in
foreign securities.

Warburg Pincus Trust

Warburg Pincus International Equity Portfolio's investment objective is to
seek long-term capital appreciation. It pursues its investment objective by
investing primarily in a broadly diversified portfolio of equity securities of
companies, wherever organized, that have their principal business activities
and interests outside the United States.

Warburg Pincus Trust II

Warburg Pincus Fixed Income Portfolio seeks total return consistent with
prudent investment management. It pursues its investment objective by
investing, under normal market conditions, at least 65% of its total assets in
fixed income securities.

Warburg Pincus Global Fixed Income Portfolio seeks total return consistent
with prudent investment management, consisting of combination of interest
income, currency gains and capital appreciation. It pursues its objective by
investing, under normal market conditions, at least 65% of its total assets in
fixed income obligations of governmental and corporate issuers denominated in
various currencies.

FUND MANAGEMENT AND FEES

TMK/United Money Market, Bond, High Income, Growth, Income, Small Cap, and
Science and Technology 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:

11
<PAGE>

<TABLE>
<CAPTION>
SPECIFIC FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
Money Market............................................. none
Bond..................................................... 0.03%
High Income.............................................. 0.15%
Growth................................................... 0.20%
Income................................................... 0.20%
Small Cap................................................ 0.35%
Science and Technology................................... 0.20%
</TABLE>

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:

<TABLE>
<CAPTION>
GROUP FEE
GROUP NET ASSET ANNUAL RATE
LEVEL ($ MILLIONS) (% OF NET ASSETS)
------------------ -----------------
<S> <C>
up to $750............................................... 0.51%
$750 - $1,500............................................ 0.49%
$1,500 - $2,250.......................................... 0.47%
over $2,250.............................................. 0.45%
</TABLE>

Federated Equity Income Fund II and Federated Fund for U.S. Government
Securities II. Federated Advisers is the investment adviser of Federated
Insurance Series and provides investment advisory services to the Fund.
Federated Advisers is a subsidiary of Federated Investors, whose voting shares
are owned by a trust whose trustees are the Chairman of Federated Investors,
his wife, and his son. Each Portfolio pays Federated Advisers a fee for
managing its investments at the following annual rates:

<TABLE>
<CAPTION>
ADVISORY FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
Federated Equity Income Fund II.......................... 0.75%
Federated Fund for U.S. Government Securities II......... 0.60%
</TABLE>

Scudder Global Discovery and International Portfolios. Scudder, Stevens &
Clark, Inc. ("Scudder"), is the investment adviser of Scudder Variable Life
Investment Fund and provides investment advisory services to that Fund. Each
Portfolio pays Scudder a fee for managing its investments at the following
annual rates:

<TABLE>
<CAPTION>
ADVISORY FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
Global Discovery......................................... 0.975%
International
--first $500 million of net assets:...................... 0.875%
--net assets over $500 million:.......................... 0.775%
</TABLE>

Dreyfus Capital Appreciation, Small Cap, Growth and Income, and Quality Bond
Portfolios. The Dreyfus Corporation ("Dreyfus") is the investment adviser of
Dreyfus Variable Investment Fund and provides investment advisory services to
that Fund. Dreyfus is a wholly-owned subsidiary of Mellon Bank, N.A., which is
a wholly-owned subsidiary of Mellon Bank Corporation. Fayez Sarofim & Co. is
the sub-investment adviser of the Capital Appreciation Portfolio, for which it
provides investment

12
<PAGE>

advisory assistance and day-to-day management. Each Portfolio pays investment
management fees at the following annual rates:

<TABLE>
<CAPTION>
ADVISORY FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
Capital Appreciation..................................... 0.75%
Small Cap................................................ 0.75%
Growth and Income........................................ 0.75%
Quality Bond............................................. 0.65%
</TABLE>

MFS Emerging Growth, MFS Research, and MFS Utilities Series. Massachusetts
Financial Services Company ("MFS") is the investment adviser of MFS Variable
Insurance Trust and provides investment advisory services to that Fund. MFS is
a subsidiary of Sun Life of Canada (U.S.), which in turn is a wholly-owned
subsidiary of Sun Life Assurance Company of Canada. Each Portfolio pays MFS a
fee for managing its investments at the following annual rates:

<TABLE>
<CAPTION>
ADVISORY FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
MFS Emerging Growth Series............................... 0.75%
MFS Research Series...................................... 0.75%
MFS Utilities Series..................................... 0.75%
</TABLE>

Warburg Pincus Fixed Income, Global Fixed Income, and International Equity
Portfolios. Warburg, Pincus Counsellors, Inc. ("Warburg"), is the investment
adviser of Warburg Pincus Trust and Warburg Pincus Trust II and provides
investment advisory services to those Funds. Warburg is a wholly-owned
subsidiary of Warburg, Pincus Counsellors G.P., a New York general partnership
which itself is controlled by Warburg Pincus & Co. ("WP & Co."), also a New
York general partnership. Lionel J. Pincus, the managing partner of WP & Co.,
may be deemed to control both WP & Co. and Warburg. Each Portfolio pays
Warburg a fee for managing its investments at the following annual rates:

<TABLE>
<CAPTION>
ADVISORY FEE
ANNUAL RATE
PORTFOLIO (% OF NET ASSETS)
--------- -----------------
<S> <C>
International Equity Portfolio........................... 1.00%
Fixed Income Portfolio................................... 0.50%
Global Fixed Income Portfolio............................ 1.00%
</TABLE>

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 allocated to the
Fixed Account. We may credit interest at a rate in excess of the Guaranteed
Minimum Interest Rate. ANY EXCESS INTEREST

13
<PAGE>

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 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' Administrative 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, plus any
accrued interest, 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.

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 totaling 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

14
<PAGE>

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 Investment
Divisions you select, and you bear the entire risk for amounts allocated to
the Variable Account. You should periodically review your allocations of
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:

(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 Fixed Account Value at the end of the previous Valuation Period; plus

(2) the sum of all Net Purchase Payments allocated to the Fixed Account during
the current Valuation Period; plus

(3) any amounts transferred from the Variable Account to the Fixed Account
during the current Valuation Period; plus

(4) total interest credited to the Fixed Account during the current Valuation
Period; minus

<PAGE>

(5) any amounts transferred from the Fixed Account to the Variable Account
during the current Valuation Period; minus

(6) the portion of any withdrawals, Withdrawal Charges, and Transaction
Charges allocated to the Fixed Account during the current Valuation
Period; minus

(7) the portion of the Optional Death Benefit Rider Charge (if applicable)
allocated to the Fixed Account during the current Valuation Period; minus

(8) 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 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 to 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.")

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<PAGE>

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 are generally taxable transactions, 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 withdraw 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 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 to 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 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.

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<PAGE>

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.

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 17 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.

DEATH BENEFIT

The Policy pays a Death Benefit to the Beneficiary if an Owner dies prior to
the Retirement Date while the Policy is in force. (If an Owner is not a
natural person, the Death Benefit is payable on the death of the first
Annuitant to die.) 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) 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 6th Policy Anniversary, and
every 2nd Policy Anniversary thereafter prior to the Policy Anniversary
following the Owner's 76th birthday (or the Annuitant's 76th birthday
if the Owner is not a natural person). 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.

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<PAGE>

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

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. This
Rider is not available if the Owner is over age 70 last birthday. If this
Rider is in effect, then the amount of the Death Benefit payable will be the
greatest of:

(a) the Policy Value; or

(b) the total Purchase Payments made, adjusted for any amounts withdrawn
and any withdrawal charges on the amounts withdrawn; or

(c) the highest of the Policy Values as of the 6th Policy Anniversary, and
every 2nd Policy Anniversary thereafter prior to the Policy anniversary
following the Owner's 76th birthday (or the Annuitant's 76th birthday
if the Owner is not a natural person). 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; or

(d) the total Purchase Payments made, less any withdrawals and withdrawal
charges, accumulated daily at a rate equivalent to 5% per year, from
the date such amount is allocated or withdrawn, to the Policy
Anniversary following 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.

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

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.

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 an Annuitant dies before the Retirement Date and such Annuitant is also
an Owner, or if an 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. If an Annuitant dies before the Retirement Date and all Owners
are natural persons other than the deceased 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

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<PAGE>

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 full amount of Purchase Payment(s) received will be
refunded instead. 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.

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:

<TABLE>
<CAPTION>
NUMBER OF POLICY ANNIVERSARIES 6 OR
SINCE RECEIPT OF PURCHASE PAYMENT: 0 1 2 3 4 5 MORE
- ---------------------------------- --- --- --- --- --- --- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Withdrawal Charge Rate............................ 7% 7% 6% 6% 4% 3% none
</TABLE>

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. The Free Withdrawal Amount for each Policy Year is calculated at the
time the first withdrawal in a Policy Year is made. 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.

20
<PAGE>

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

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

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 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 for 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, 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 Administration Fee, Annual
Contract Maintenance Charge, or Withdrawal Charges on Policies that have been
sold to (1) employees and sales

21
<PAGE>

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 Administration 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.

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 and voluntary
termination of the rider 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.

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. (State premium tax rates incurred by United
Investors currently range from 0 to 3.5%. In some states, localities charge
additional premium taxes.)

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<PAGE>

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.

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 $2,000, we have the right to pay such amount in one sum.
Also, if any 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.

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 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

23
<PAGE>

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 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.

24
<PAGE>

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. No representation is made as to the likelihood of
the continuation of the present Federal income tax laws or of the current
interpretation by the Internal Revenue Service. Moreover, no attempt has been
made to consider any applicable state or other tax laws.

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 1986, 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 of 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

25
<PAGE>

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 rulings, and judicial decisions). 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 the 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 result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions);

26
<PAGE>

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
that 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 all 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.

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

27
<PAGE>

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 adviser with respect to the potential tax effects of such
transaction.

DEATH BENEFITS. Amounts may be distributed from a Policy 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 receipt 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.

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 coincident 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.

28
<PAGE>

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 proceedings to which the Variable Account is a party to
or to which the assets of the Variable Account are 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.

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.

29
<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........................................ 5
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
FEDERAL TAX MATTERS........................................................ 9
Taxation of United Investors............................................. 9
Tax Status of the Policies............................................... 9
Required Distributions................................................... 10
Withholding.............................................................. 11
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.......................... 11
DISTRIBUTION OF THE POLICY................................................. 12
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS..................................... 13
STATE REGULATION........................................................... 13
RECORDS AND REPORTS........................................................ 14
LEGAL MATTERS.............................................................. 14
EXPERTS.................................................................... 14
OTHER INFORMATION.......................................................... 15
FINANCIAL STATEMENTS....................................................... 15
</TABLE>

30
<PAGE>

This Prospectus sets forth information about the RetireMAP Variable Annuity
Policy that a prospective investor should know before investing. The Statement
of Additional Information contains more detailed information about the Policy
and the Variable Account. This Statement of Additional Information is
available upon request at no charge. To obtain such information, return this
request form to the address shown below.

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

TO: United Investors Life Insurance Company
Administrative Office
P. O. Box 219065
Dallas, TX 75221-9065

Please send me a Statement of Additional Information for the RetireMAP
Variable Annuity.

Name ________________________________

Address _____________________________
_______________________________
_______________________________
_______________________________
_______________________________

Telephone ( ) -
<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 July 15, 1997, by writing to United Investors Life Insurance
Company, Administrative Office, P.O. Box 219065, Dallas, TX 75221-9065. 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: July 15, 1997

- 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................ 5
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

FEDERAL TAX MATTERS................................ 9 25
Taxation of United Investors..................... 9
Tax Status of the Policies....................... 9
Required Distributions........................... 10
Withholding...................................... 11

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.. 11

DISTRIBUTION OF THE POLICY......................... 12 25

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS............. 13

STATE REGULATION................................... 13

RECORDS AND REPORTS................................ 14

LEGAL MATTERS...................................... 14 29

EXPERTS............................................ 14

OTHER INFORMATION.................................. 15

FINANCIAL STATEMENTS............................... 15 29
</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 Value for an
Investment Division for the last prior Valuation Period for such Investment
Division's Net Investment Factor for the following Valuation Period, and then
(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 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 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.

- 4 -
<PAGE>

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

At 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.

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

- 5 -
<PAGE>

Annuity Payment, by converting Annuity Units for the value transferred from an
Investment Division into Annuity Units in the Investment Division to which the
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

- 6 -
<PAGE>

on your Policy. It will not share in our profits or surplus earnings.

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 restricted 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.

Payment 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 the 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

- 7 -
<PAGE>

joint Owners and one Owner dies, the surviving Joint Owner will be deemed the
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.

- 8 -
<PAGE>

The Owner assumes the risk that interest credited to Fixed Account allocations
may not exceed the Guaranteed Minimum Interest Rate.

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 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 annuity contracts may be

- 9 -
<PAGE>

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 contract 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.

Required Distributions
- ----------------------

In order to be treated as an annuity contract for federal income tax
purposes, Section 72(s) of the Code requires any nonqualified Policy to provide
that (a) if any Owner dies on or after the annuity starting date but prior to
the

- 10 -
<PAGE>

time the entire interest in the Policy has been distributed, the remaining
portion of such interest will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death; and (b)
if any Owner dies prior to the annuity starting date, the entire interest in the
Policy will be distributed within five years after the date of that Owner's
death.

These requirements will be considered satisfied as to any portion of the
Owner's interest that is payable as annuity payments which will begin within one
year of that Owner's death and which will be made over the life of the Owner's
designated Beneficiary or over a period not extending beyond his life
expectancy.

If the Owner's designated Beneficiary is the surviving spouse of the Owner,
the Policy may be continued with the surviving spouse as the new Owner and no
distributions will be required.

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

- 11 -
<PAGE>

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
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

- 12 -
<PAGE>

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 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.

- 13 -
<PAGE>

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.

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, L.L.P., 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, 1996 and 1995, 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, 1996 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.

- 14 -
<PAGE>

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

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, 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.
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.

- 15 -
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
United Investors Life Insurance Company
Birmingham, Alabama

We have audited the accompanying balance sheets of United Investors Life
Insurance Company as of December 31, 1996 and 1995 and the related statements
of operations, shareholder's equity and cash flow for each of the years in the
three-year period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Investors Life
Insurance Company at December 31, 1996 and 1995 and the results of its
operations and its cash flow for each of the years in the three-year period
ended December 31, 1996 in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Birmingham, Alabama
January 31, 1997

F-1
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
AT DECEMBER 31,
---------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities--available for sale, at fair value
(cost: 1996--$621,177; 1995--$612,375)................. $ 624,880 637,844
Policy loans............................................ 14,332 12,299
Other long-term invested assets......................... 21,411 19,848
Short-term investments.................................. 1,834 4,223
---------- ----------
Total investments..................................... 662,457 674,214
Cash..................................................... 2,404 6,042
Accrued investment income (includes amounts from
affiliates:
1996--$473; 1995--$473)................................. 10,781 9,963
Receivables (includes amounts from affiliates:
1996--$35,423; 1995--$35,322)........................... 38,058 37,858
Deferred acquisition costs............................... 169,986 144,716
Value of insurance purchased............................. 16,160 18,679
Goodwill................................................. 7,055 7,340
Property and equipment................................... 156 125
Other assets............................................. 1,534 2,242
Separate account assets.................................. 1,420,025 1,085,844
---------- ----------
Total assets.......................................... $2,328,616 $1,987,023
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Future policy benefits.................................. $ 531,297 $ 517,177
Unearned and advance premiums........................... 2,804 2,521
Other policy liabilities................................ 8,135 6,264
---------- ----------
Total policy liabilities............................... 542,236 525,962
Accrued income taxes.................................... 43,063 50,313
Other liabilities....................................... 2,265 2,132
Due to affiliates....................................... 8,965 9,644
Separate account liabilities............................ 1,420,025 1,085,844
---------- ----------
Total liabilities..................................... 2,016,554 1,673,895
Shareholder's equity:
Common stock, par value $6 per share-authorized,
issued and outstanding:
500,000 shares......................................... 3,000 3,000
Additional paid-in capital.............................. 137,950 137,950
Unrealized investment gains, net of applicable taxes.... 4,460 12,292
Retained earnings....................................... 166,652 159,886
---------- ----------
Total shareholder's equity............................ 312,062 313,128
---------- ----------
Total liabilities and shareholder's equity............ $2,328,616 $1,987,023
========== ==========
</TABLE>

See accompanying Notes to Financial Statements.

F-2
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Revenue:
Premium income.................................... $ 65,114 $ 61,792 $ 57,753
Policy charges and fees........................... 29,403 23,109 18,259
Net investment income (includes amounts from af-
filiates: 1996-- $2,847; 1995--$3,058; 1994--
$628)............................................ 51,128 49,356 46,258
Realized investment gains (losses)................ 925 1,441 (2,047)
Other income...................................... 0 4 2
-------- -------- --------
Total revenue................................... 146,570 135,702 120,225
Benefits and expenses:
Policy benefits:
Individual life.................................. 47,355 42,943 39,578
Annuity.......................................... 15,807 16,540 15,326
-------- -------- --------
Total policy benefits........................... 63,162 59,483 54,904
Amortization of deferred acquisition costs........ 19,850 16,602 15,790
Commissions and premium taxes (includes amounts to
affiliates: 1996--$4,723; 1995--$4,000; 1994--
$4,008).......................................... 5,248 4,691 4,205
Other operating expense (includes amounts to af-
filiates: 1996--$2,181; 1995--$1,862; 1994--
$1,774).......................................... 3,966 3,679 3,954
-------- -------- --------
Total benefits and expenses..................... 92,226 84,455 78,853
-------- -------- --------
Net operating income before income taxes........... 54,344 51,247 41,372
Income taxes....................................... 19,078 18,037 14,337
-------- -------- --------
Net income...................................... $ 35,266 $ 33,210 $ 27,035
======== ======== ========
</TABLE>

See accompanying Notes to Financial Statements.

F-3
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF SHAREHOLDER'S EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
UNREALIZED
ADDITIONAL INVESTMENT TOTAL
COMMON PAID-IN GAINS RETAINED SHAREHOLDER'S
STOCK CAPITAL (LOSSES) EARNINGS EQUITY
------ ---------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31,
1994
Balance at January 1,
1994................... $3,000 $137,915 $11,885 $117,141 $269,941
Net income.............. 27,035 27,035
Dividends............... (10,000) (10,000)
Net change in unrealized
investment gains (loss-
es).................... (24,263) (24,263)
------ -------- ------- -------- --------
Balance at December 31,
1994................... 3,000 137,915 (12,378) 134,176 262,713
YEAR ENDED DECEMBER 31,
1995
Net income.............. 33,210 33,210
Dividends............... (7,500) (7,500)
Exercise of stock op-
tions.................. 35 35
Net change in unrealized
investment gains (loss-
es).................... 24,670 24,670
------ -------- ------- -------- --------
Balance at December 31,
1995................... 3,000 137,950 12,292 159,886 313,128
YEAR ENDED DECEMBER 31,
1996
Net income.............. 35,266 35,266
Dividends............... (28,500) (28,500)
Net change in unrealized
investment gains (loss-
es).................... (7,832) (7,832)
------ -------- ------- -------- --------
Balance at December 31,
1996................... $3,000 $137,950 $ 4,460 $166,652 $312,062
====== ======== ======= ======== ========
</TABLE>

See accompanying Notes to Financial Statements.

F-4
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOW
(DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1996 1995 1994
-------- --------- ---------
<S> <C> <C> <C>
Net income.................................... $ 35,266 $ 33,210 $ 27,035
Adjustments to reconcile net income to cash
provided from operations:
Increase in future policy benefits........... 20,692 22,011 19,302
Increase (decrease) in other policy benefits. 2,154 (614) (753)
Deferral of policy acquisition costs......... (33,744) (28,870) (28,116)
Amortization of deferred acquisition costs... 19,850 16,602 15,790
Change in accrued income taxes............... (3,033) 2,644 (1,557)
Depreciation................................. 44 52 71
Realized (gains) losses on sale of invest-
ments and properties........................ (925) (1,441) 2,047
Other accruals and adjustments............... (997) (3,525) (1,558)
-------- --------- ---------
Cash provided from operations................. 39,307 40,069 32,261
Cash used for investment activities:
Investments sold or matured:
Fixed maturities available for sale--sold... 15,246 149,076 64,713
Fixed maturities available for sale--
matured, called and repaid................. 44,523 50,659 107,977
Equity securities........................... 0 3,341 0
Other long-term investments................. 482 9,316 1,830
-------- --------- ---------
Total investments sold or matured.......... 60,251 212,392 174,520
Acquisition of investments:
Fixed maturities--available for sale........ (68,214) (244,162) (180,473)
Equity securities........................... 0 0 (102)
Net increase in policy loans................ (2,033) (2,121) (1,524)
Other long-term investments................. (1,183) (1,587) (2,461)
-------- --------- ---------
Total acquisition of investments........... (71,430) (247,870) (184,560)
Net (increase) decrease in short-term invest-
ments....................................... 2,389 (1,901) 12,669
Funds loaned to affiliates................... (3,500) (21,000) (54,000)
Funds repaid from affiliates................. 3,500 21,000 27,000
Disposition of properties.................... 34 6 15
Additions to properties...................... (117) (33) (23)
-------- --------- ---------
Cash used for investment activities........... (8,873) (37,406) (24,379)
Cash used for financing activities:
Cash dividends paid to shareholder........... (27,500) (7,500) (10,000)
Net receipts from deposit product operations. (6,572) 3,343 (450)
-------- --------- ---------
Cash used for financing activities............ (34,072) (4,157) (10,450)
Decrease in cash.............................. (3,638) (1,494) (2,568)
Cash at beginning of year..................... 6,042 7,536 10,104
-------- --------- ---------
Cash at end of year........................... $ 2,404 $ 6,042 $ 7,536
======== ========= =========
</TABLE>

See accompanying Notes to Financial Statements.

F-5
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: United Investors Life Insurance Company (the "Company") is a
wholly-owned subsidiary of United Investors Management Company ("United
Management"), which is a wholly-owned subsidiary of Torchmark Corporation
("Torchmark"), the ultimate parent.

DESCRIPTION OF BUSINESS

The Company is a life insurer licensed in 49 states. The Company offers a
full range of life, annuity and variable products through its agents and is
subject to competition from other insurers throughout the United States. The
Company is subject to regulation by the insurance department of states in
which it is licensed, and undergoes periodic examinations by those
departments.

The following is a description of certain risks facing life insurers and how
the Company mitigates those risks:

Legal/Regulatory Risk is the risk that, changes in the legal or
regulatory environment in which an insurer operates, will create additional
expenses not anticipated by the insurer in pricing its products. That is,
regulatory initiatives designed to reduce insurer profits or otherwise
affecting the industry in which the insurer operates, new legal theories or
insurance company insolvencies through guaranty fund assessments, may
create costs in the future for the insurer beyond those recorded in the
financial statements. The Company attempts to mitigate this risk by
offering a wide range of products and by operating in 49 states, thus
reducing its exposure to any single product or non-Federal jurisdiction,
and also by employing underwriting practices which identify and minimize
the adverse impact of this risk.

Credit Risk is the risk that issuers of securities owned by the Company
will default or that other parties, including reinsurers that have
obligations to the Company, will not pay or perform. The Company attempts
to minimize the risk by adhering to a conservative investment strategy and
by maintaining sound reinsurance and credit and collection policies.

Interest Rate Risk is the risk that interest rates will change and cause
a decrease in the value of an insurer's investments. This change in rates
may cause certain interest-sensitive products to become uncompetitive or
may cause disintermediation. The Company attempts to match the maturity
schedule of its assets with the expected payouts of its liabilities. To the
extent that liabilities come due more quickly than assets mature, an
insurer would have to sell assets prior to maturity and recognize a gain or
loss.

In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of the date
of the financial statements and revenues and expenses for the reporting
period. Actual results could differ significantly from those estimates.

The estimates susceptible to significant change are those used in
determining the liability for policy reserves, losses and claims. Although
some variability is inherent in these estimates, management believes the
amounts provided are adequate.

Basis of Presentation: The accompanying financial statements include the
accounts of United Investors Life Insurance Company ("United Investors") which
is a wholly-owned subsidiary of United Investors Management Company ("United
Management"). The financial statements have been prepared on the basis of
generally accepted accounting principles ("GAAP"). The preparation of

F-6
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Investments: United Investors classifies all of its fixed maturity
investments, which includes bonds and redeemable preferred stocks, as
available for sale. Investments classified as available for sale are carried
at fair value with unrealized gains and losses, net of deferred taxes,
reflected directly in shareholder's equity. Investments in equity securities,
which include common and nonredeemable preferred stocks, are reported at fair
value with unrealized gains and losses, net of deferred taxes, reflected
directly in shareholder's equity. Policy loans are carried at unpaid principal
balances. Short-term investments include investments in certificates of
deposit and other interest-bearing time deposits with original maturities
within three months. Other long-term investments consist of investments in
mutual funds which are carried at fair value. Other long-term investments also
include passive energy limited-partnership investments which are valued at
partnership equity. If an investment becomes permanently impaired, such
impairment is treated as a realized loss and the investment is adjusted to net
realizable value.

Gains and losses realized on the disposition of investments are recognized
as revenues and are determined on a specific identification basis.

Realized investment gains and losses and investment income attributable to
separate accounts are credited to the separate accounts and have no effect on
United Investor's net income. Investment income attributable to policyholders
is included in United Investor's net investment income. Net investment income
for the years ended December 31, 1996, 1995 and 1994 included approximately
$37,600, $38,000, and $35,700, respectively, which was allocable to
policyholder reserves or accounts. Realized investment gains and losses are
not allocable to policyholders.

Determination of Fair Values of Financial Instruments: Fair value for cash,
short-term investments, receivables and payables approximates carrying value.
Fair values for investment securities are based on quoted market prices, where
available. Otherwise, fair values are based on quoted market prices of
comparable instruments. Fair value of future benefits for universal life and
current interest products and annuity products are based on the fund value.

Cash: Cash consists of balances on hand and on deposit in banks and
financial institutions.

Recognition of Revenue and Related Expenses: Premiums for insurance
contracts which are not defined as universal life-type according to the
Financial Accounting Standards Board's Statement of Accounting Standards
(SFAS) 97 are recognized as revenue over the premium-paying period of the
policy. Premiums for limited-payment life insurance contracts as defined by
SFAS 97 are recognized over the contract period. Premiums for universal life-
type and annuity contracts are added to the policy account value, and revenues
from such products are recognized as charges to the policy account value for
mortality, administration, and surrenders (retrospective deposit method). The
related benefits and expenses are matched with revenues by means of the
provision for future policy benefits and the amortization of deferred
acquisition costs in a manner which recognizes profits as they are earned over
the same period.

F-7
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Future Policy Benefits: The liability for future policy benefits for
universal life-type products according to SFAS 97 is represented by policy
account value. Annuity Contracts are accounted for as deposit contracts. The
liability for future policy benefits for other products is provided on the net
level premium method based on estimated investment yields, mortality,
persistency and other assumptions which were appropriate at the time the
policies were issued. Assumptions used are based on United Investor's
experience as adjusted to provide for possible adverse deviation. These
estimates are periodically reviewed and compared with actual experience. If it
is determined that future expected experience differs significantly from that
assumed, the estimates are revised.

Deferred acquisition costs: The costs of acquiring new insurance business
are deferred. Such costs consist of sales commissions, underwriting expenses,
and certain other selling expenses. The costs of acquiring new business
through the purchase of other companies and blocks of insurance business are
also deferred.

Deferred acquisition costs, including the value of insurance purchased, for
policies other than universal life-type policies according to SFAS 97, are
amortized with interest over an estimate of the premium-paying period of the
policies in a manner which charges each year's operations in proportion to the
receipt of premium income. For universal life-type policies, acquisition costs
are amortized with interest in proportion to estimated gross profits. The
assumptions used as to interest, withdrawals and mortality are consistent with
those used in computing the liability for future policy benefits and expenses.
If it is determined that future experience differs significantly from that
previously assumed, the estimates are revised. Deferred acquisition costs are
adjusted to reflect the amounts associated with unrealized investment gains
and losses pertaining to universal life-type products.

Income Taxes: Income taxes are accounted for under the asset and liability
method in accordance with SFAS 109. Under the asset and liability method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement book
values and tax bases of assets and liabilities. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

Interest Expense: Interest expense includes interest on borrowed funds not
used in the production of investment income. Interest expense relating to the
production of investment income is deducted from investment income.

Property and Equipment: Property and equipment is reported at cost less
allowances for depreciation. Depreciation is provided on the straight-line
method over the estimated useful lives of these assets which range from three
to ten years.

Goodwill: Goodwill represents the excess cost over the fair value of the net
assets acquired when United Investors was purchased by Torchmark Corporation
(Torchmark) in 1981 and is being amortized on a straight-line basis over forty
years.

Reclassifications: Certain amounts in the financial statements presented
have been reclassified from amounts previously reported. These
reclassifications have no effect on previously reported shareholder's equity
or net income during the periods involved.

F-8
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 2--STATUTORY ACCOUNTING

United Investors is required to file statutory financial statements with
state insurance regulatory authorities. Accounting principles used to prepare
these statutory financial statements differ from GAAP. Net income and
shareholder's equity on a statutory basis for United Investors were as
follows:

<TABLE>
<CAPTION>
NET INCOME SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, AT DECEMBER 31,
------------------------- ---------------------
1996 1995 1994 1996 1995
-------- -------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Life insurance............... $ 26,640 $ 29,636 $ 7,752 $ 154,222 $ 156,673
</TABLE>

The excess of shareholder's equity on a GAAP basis over that determined on a
statutory basis is not available for distribution to the shareholder without
regulatory approval.

A reconciliation of United Investors' statutory net income to GAAP net
income is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------
1996 1995 1994
------- -------- --------
<S> <C> <C> <C>
Statutory net income............................ $26,640 $ 29,636 $ 7,752
Deferral of acquisition costs................... 33,744 28,870 28,116
Amortization of acquisition costs............... (19,850) (16,602) (15,790)
Differences in policy liabilities............... (4,361) (6,774) 13,515
Deferred income taxes........................... (773) (1,389) (4,271)
Other........................................... (134) (531) (2,287)
------- -------- --------
GAAP net income................................. $35,266 $ 33,210 $ 27,035
======= ======== ========
</TABLE>

A reconciliation of United Investors' statutory shareholder's equity to GAAP
shareholder's equity is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
Statutory shareholder's equity.................... $154,222 $ 156,673
Differences in policy liabilities................. 20,834 21,993
Deferred acquisition costs and value of insurance
purchased........................................ 186,146 163,396
Differences in income tax liability............... (44,679) (47,982)
Asset valuation reserve........................... 10,762 9,388
Nonadmitted assets................................ 1,856 1,778
Fair value adjustment on fixed maturities avail-
able for sale.................................... 3,703 25,469
Goodwill.......................................... 7,055 7,340
Due and deferred premiums......................... (29,324) (26,261)
Other............................................. 1,487 1,334
----------- -----------
GAAP shareholder's equity......................... $ 312,062 $ 313,128
=========== ===========
</TABLE>

The NAIC has adopted a model act that requires a risk based capital formula
to be applied to all life and health insurers. The risk based capital formula
is a threshold formula rather than a target capital formula. It is designed
only to identify companies that require regulatory attention and is not to be
used to rate or rank companies that are adequately capitalized. United
Investors is adequately capitalized under the risk based capital formula.

F-9
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 3--INVESTMENT OPERATIONS

Investment income is summarized as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
1996 1995 1994
------- ------- --------
<S> <C> <C> <C>
Fixed maturities.................................. $46,366 $43,482 $ 43,532
Equity securities................................. 0 76 0
Policy loans...................................... 1,001 851 730
Other long-term investments....................... 1,211 1,681 1,314
Short-term investments............................ 287 717 493
Interest and dividends from affiliates............ 2,847 3,058 628
------- ------- --------
51,712 49,865 46,697
Less investment expense........................... (584) (509) (439)
------- ------- --------
Net investment income............................. $51,128 $49,356 $ 46,258
======= ======= ========
Analysis of gains (losses) from investments:
Realized investment gains (losses)
Fixed maturities................................ $ 925 $ 319 $ (2,189)
Equity securities............................... 0 1,276 0
Mutual funds.................................... 0 (154) 142
------- ------- --------
Net realized gains (losses)...................... $ 925 $ 1,441 $ (2,047)
======= ======= ========
Analysis of change in unrealized investment gains
(losses):
Net change in unrealized investment gains (losses)
on equity securities before tax.................. $ 0 $ (438) $ 437
Net change in unrealized investment gains on fixed
maturities available for sale before tax......... (21,767) 58,321 (58,904)
Other............................................. 861 3,602 (1,557)
Adjustment to deferred acquisition costs.......... 8,857 (23,532) 22,697
Applicable tax.................................... 4,217 (13,283) 13,064
------- ------- --------
Net change in unrealized gains (losses) on equity
and fixed maturity securities available for sale. $(7,832) $24,670 $(24,263)
======= ======= ========
</TABLE>

F-10
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 3--INVESTMENT OPERATIONS (CONTINUED)

A summary of fixed maturities available for sale by amortized cost and
estimated market value at December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
GROSS GROSS AMOUNT PER
AMORTIZED UNREALIZED UNREALIZED MARKET THE BALANCE
1996: COST GAINS LOSSES VALUE SHEET
- ----- --------- ---------- ---------- -------- -----------
<S> <C> <C> <C> <C> <C>
Fixed maturities avail-
able for sale:
Bonds:
U.S. Government direct
obligations and agen-
cies................... $ 21,832 $ 79 $ (270) $ 21,641 $ 21,641
GNMA's.................. 150,505 6,297 (812) 155,990 155,990
Mortgage-backed
securities, GNMA
collateral............. 34,904 785 (6) 35,683 35,683
Other mortgage-backed
securities............. 4,060 -0- -0- 4,060 4,060
States, municipalities
and political
subdivisions........... 45,544 383 (894) 45,033 45,033
Foreign governments..... 3,272 158 0 3,430 3,430
Public utilities........ 22,543 483 (345) 22,681 22,681
Industrial and miscella-
neous.................. 338,517 3,737 (5,892) 336,362 336,362
-------- ------ ------- -------- --------
Total fixed maturities.. 621,177 11,922 (8,219) 624,880 624,880
======== ====== ======= ======== ========
<CAPTION>
1995:
- -----
<S> <C> <C> <C> <C> <C>
Fixed maturities avail-
able for sale:
Bonds:
U.S. Government direct
obligations and agen-
cies................... $ 21,790 $ 613 $ -0- $ 22,403 $ 22,403
GNMA's.................. 179,808 8,653 (87) 188,374 188,374
Mortgage-backed
securities, GNMA
collateral............. 42,505 2,195 -0- 44,700 44,700
Other mortgage-backed
securities............. -0- -0- -0- -0- -0-
States, municipalities
and political
subdivisions........... 37,305 946 (375) 37,876 37,876
Foreign governments..... 1,401 92 -0- 1,493 1,493
Public utilities........ 22,390 1,105 (18) 23,477 23,477
Industrial and miscella-
neous.................. 307,176 12,872 (527) 319,521 319,521
-------- ------ ------- -------- --------
Total fixed maturities.. 612,375 26,476 (1,007) 637,844 637,844
======== ====== ======= ======== ========
</TABLE>

F-11
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 3--INVESTMENT OPERATIONS (CONTINUED)

A schedule of fixed maturities by contractual maturity at December 31, 1996
is shown below on an amortized cost basis and on a market value basis. Actual
maturities could differ from contractual maturities due to call or prepayment
provisions.

<TABLE>
<CAPTION>
AMORTIZED MARKET
COST VALUE
--------- --------
<S> <C> <C>
Fixed maturities available for sale;
Due in one year or less................................. $ 10,361 $ 10,555
Due after one year through five years................... 87,414 89,132
Due after five years through ten years.................. 230,582 227,944
Due after ten years..................................... 103,351 101,516
-------- --------
431,708 429,147
Mortgage- and asset-backed securities.................... 189,469 195,733
-------- --------
$621,177 $624,880
======== ========
</TABLE>

Proceeds from sales of fixed maturities available for sale were $15,246 in
1996, $149,076 in 1995, and $64,713 in 1994. Gross gains realized on these
sales were $749 in 1996, $3,157 in 1995, and $1,058 in 1994. Gross losses on
these sales were $0 in 1996, $2,126 in 1995, and $3,468 in 1994.

F-12
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 4--DEFERRED ACQUISITION COSTS

An analysis of deferred acquisition costs and the value of insurance
purchased is as follows:

<TABLE>
<CAPTION>
1996 1995 1994
--------------------- --------------------- ---------------------
DEFERRED VALUE OF DEFERRED VALUE OF DEFERRED VALUE OF
ACQUISITION INSURANCE ACQUISITION INSURANCE ACQUISITION INSURANCE
COSTS PURCHASED COSTS PURCHASED COSTS PURCHASED
----------- --------- ----------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of
year................... $144,716 $18,679 $153,677 $20,983 $116,406 $ 23,231
Additions:
Deferred during peri-
od:
Commissions.......... 28,492 0 24,258 0 23,533 0
Other expenses....... 5,252 0 4,611 0 4,583 0
-------- ------- -------- ------- -------- --------
Total deferred...... 33,744 0 28,869 0 28,116 0
Adjustment attributable
to unrealized
investment loss (1)... 8,857 0 0 0 22,697 0
-------- ------- -------- ------- -------- --------
Total additions..... 42,601 0 28,869 0 50,813 0
Deductions:
Amortized during peri-
od................... (16,894) (2,519) (14,062) (2,304) (12,109) (2,248)
Adjustment
attributable to
unrealized investment
gains (1)............ 0 0 (23,532) 0 0 0
Adjustment
attributable to
realized investment
gains (1)............ (437) 0 (236) 0 (1,433) 0
-------- ------- -------- ------- -------- --------
Total deductions.... (17,331) (2,519) (37,830) (2,304) (13,542) (2,248)
-------- ------- -------- ------- -------- --------
Balance at end of year.. 169,986 16,160 $144,716 $18,679 $153,677 $ 20,983
======== ======= ======== ======= ======== ========
</TABLE>
- --------
(1) Represents amounts pertaining to investments relating to universal life-
type products.

The amount of interest accrued on the unamortized balance of value of
insurance purchased was approximately $1,100, $1,300, and $1,500 for the years
ended December 31, 1996, 1995 and 1994, respectively. The average interest
accrual rates used were 6.44%, 6.59% and 6.74%, respectively. The estimated
amount of the unamortized value of business purchased balance at December 31,
1996 to be amortized during each of the next five years is: 1997, $1,777;
1998, $1,582; 1999, $1,408; 2000, $1,253; 2001, $1,115.

In the event of lapses or early withdrawals in excess of those assumed,
deferred acquisition costs and the value of insurance purchased may not be
recoverable.

NOTE 5--PROPERTY AND EQUIPMENT

A summary of property and equipment used in the business is as follows:

<TABLE>
<CAPTION>
AT DECEMBER 31, AT DECEMBER 31,
1996 1995
------------------- -------------------
ACCUMULATED ACCUMULATED
COST DEPRECIATION COST DEPRECIATION
------ ------------ ------ ------------
<S> <C> <C> <C> <C>
Data processing equipment............... $ 192 $ 147 $ 155 $ 137
Transportation equipment................ 132 37 142 73
Furniture and office equipment ......... 919 903 919 881
------ ------ ------ ------
Total................................. $1,243 $1,087 $1,216 $1,091
====== ====== ====== ======
</TABLE>

Depreciation expense on property and equipment used in the business was $44,
$52 and $71 in each of the years 1996, 1995, and 1994, respectively.

F-13
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 6--FUTURE POLICY BENEFIT RESERVES

A summary of the assumptions used in determining the liability for future
policy benefits at December 31, 1996 is as follows:

INDIVIDUAL LIFE INSURANCE

Interest Assumptions:

<TABLE>
<CAPTION>
PERCENT OF
YEARS OF ISSUE INTEREST RATES LIABILITY
-------------- --------------------- ----------
<S> <C> <C>
1962-1996 3% level to 6% level 8%
1986-1992 7.00% graded to 6.00% 20%
1962-1985 8.50% graded to 6.00% 5%
1981-1985 8.50% graded to 7.00% 6%
1984-1996 Interest sensitive 61%
----
100%
====
</TABLE>

Mortality assumptions:
The mortality tables used are various statutory mortality tables and
modifications of:

1965-70 Select and Ultimate Table
1975-80 Select and Ultimate Table

Withdrawal assumptions:
Withdrawal assumptions are based on United Investors' experience.

NOTE 7--INCOME TAXES

United Investors is included in the life-nonlife consolidated federal income
tax return filed by Torchmark. Under the tax allocation agreement with
Torchmark, a company with taxable income pays tax equal to the amount it would
pay if it filed a separate tax return. A company with a loss is paid a tax
benefit currently to the extent that affiliated companies with taxable income
utilize that loss.

Total income taxes were allocated as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Net operating income before income taxes........ $19,078 $18,037 $14,337
Shareholder's equity:
Unrealized gains (losses)...................... (4,217) 13,283 (13,064)
Tax basis compensation expense in excess of
amounts recognized for financial reporting
purposes from the exercise of stock options... 0 (35) 0
Other.......................................... (152) 1 (1)
------- ------- -------
$14,709 $31,286 $ 1,272
======= ======= =======
</TABLE>

F-14
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 7--INCOME TAXES (CONTINUED)

Income tax expense before the adjustments to shareholder's equity is
summarized below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Current income tax expense............................. $18,305 $16,648 $10,066
Deferred income tax expense............................ 773 1,389 4,271
------- ------- -------
$19,078 $18,037 $14,337
======= ======= =======
</TABLE>

In 1996, 1995, and 1994, deferred income tax expense was incurred because of
the difference between net operating income before income taxes as reported on
the statements of operations and taxable income as reported on United
Investor's income tax returns. As explained in Note 1, this difference caused
the financial statement book values of some assets and liabilities to be
different from their respective tax bases.

The effective income tax rate differed from the expected 35% rate in 1996,
1995 and 1994 as shown below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1996 % 1995 % 1994 %
------- --- ------- --- ------- ---
<S> <C> <C> <C> <C> <C> <C>
Expected income taxes.................. $19,020 35% $17,936 35% $14,480 35%
Increase (reduction) in income taxes
resulting from:
Tax-exempt investment income.......... (38) 0 (102) 0 (243) 0
Purchase accounting differences....... 99 0 99 0 99 0
Other................................. (3) 0 104 0 1 0
------- --- ------- --- ------- ---
Income taxes........................... $19,078 35% $18,037 35% $14,337 35%
======= === ======= === ======= ===
</TABLE>

F-15
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 7--INCOME TAXES (CONTINUED)

The tax effects of temporary differences that gave rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995
----------- -----------
<S> <C> <C>
Deferred tax assets:
Future policy benefits and unearned and advance
premiums.......................................... $ 5,936 $ 9,622
Present value of future surrender charges.......... 9,636 4,083
Other liabilities, principally due to the current
nondeductibilty for tax purposes of certain
accrued expenses.................................. 147 188
----------- -----------
Total gross deferred tax assets.................... 15,719 13,893
----------- -----------
Net deferred tax assets............................ 15,719 13,893
----------- -----------
Deferred tax liabilities:
Deferred acquisition costs......................... 53,625 50,806
Unrealized investment gains........................ 2,402 6,619
Other.............................................. 766 1,138
----------- -----------
Total gross deferred tax liabilities............... 56,793 58,563
----------- -----------
Net deferred tax liability......................... 41,074 44,670
=========== ===========
</TABLE>

In United Investor's opinion, all deferred tax assets will be recoverable.

United Investors has not recognized a deferred tax liability of
approximately $2,200 that arose prior to 1984 on temporary differences related
to its policyholders' surplus account. A current tax expense will be
recognized in the future if and when this tax becomes payable.

NOTE 8--POSTRETIREMENT BENEFITS

Pension Plans: The full-time employees of United Investors are covered under
a defined benefit pension plan and a defined contribution savings plan. These
plans cover primarily employees of other Torchmark and United Management
affiliates. The total costs of these retirement plans charged to operations
were as follows:

<TABLE>
<CAPTION>
DEFINED DEFINED
YEAR ENDED CONTRIBUTION BENEFIT
DECEMBER 31, PLANS PLAN
------------ ------------ -------
<S> <C> <C>
1996.................................................. $41 $115
1995.................................................. 39 75
1994.................................................. 38 66
</TABLE>

Net periodic pension cost for the defined benefit plan which covers United
Investors' employees has been calculated on the projected unit credit
actuarial cost method in accordance with SFAS 87,

F-16
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 8--POSTRETIREMENT BENEFITS (CONTINUED)

which was adopted effective January 1, 1986. Contributions are made to the
plan equal to pension expense subject to minimums required by regulation and
maximums allowed for tax purposes. United Investors records the difference
between the SFAS 87 expense and the actual cash contribution to the plan to a
liability account. The liability recorded was $55 at December 31, 1996, and
$55 at December 31, 1995. The plan is organized as a trust fund whose assets
consist primarily of investments in long-term fixed maturities and equity
securities. Such assets are valued at market.

United Investors accrues expense for the defined contribution plans based on
a percentage of the employees' contributions. The plans are funded by the
employee contributions and a company contribution.

Postretirement Benefit Plans Other Than Pensions: United Investors provides
certain health care benefits ("postretirement benefits") for its retired
employees. Substantially all employees may become eligible for these benefits
if they reach retirement age while working for the Company. Coverage under
this plan of health benefits ceases when the covered retiree and/or covered
spouse are eligible for Medicare benefits.

Postretirement benefit cost for the years ending December 31, 1996, 1995 and
1994 was $5, $3 and $16, respectively; this expense includes the expected cost
of post- retirement benefits for newly eligible or vested employees, the
interest cost, and gains and losses arising from differences between actuarial
assumptions and actual experience.

The unfunded postretirement benefit obligation for retirees and other fully
eligible or vested plan participants was $122 and $133 as of December 31, 1996
and 1995, respectively. The discount rate used in determining the accumulated
postretirement benefit obligation was 7.50% and the health care cost trend
rate was 10%, graded to 4.5% over 10 years.

NOTE 9--RELATED PARTY TRANSACTIONS

The primary distributor of United Investors' Insurance products is Waddell &
Reed, Inc. ("W&R"), a United Management affiliate. W&R receives a commission
for marketing these products which was approximately $30,200, $25,700, and
$25,300 for the years ended December 31, 1996, 1995, and 1994, respectively.

United Investors was charged for space, equipment, and services provided by
an affiliate amounting to $1,797 in 1996, $1,706 in 1995 and $1,618 in 1994.

Torchmark performed certain administrative services for United Investors for
which it charged $384 in 1996, $156 in 1995 and $156 in 1994.

F-17
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 9--RELATED PARTY TRANSACTIONS (CONTINUED)

In January 1994, United Investors loaned United Management $15,000 at an
interest rate of 3.75%. This loan was paid in full in February 1994. Interest
income related to this loan totaling $41 at December 31, 1994 is included in
the accompanying financial statements. In June and July 1994, United Investors
loaned Torchmark $2,000 and $17,000, respectively. The notes bear interest at
5.3% and 5.05% respectively and were paid in full in July 1994. In November
1994, United Investors loaned Torchmark $35,000 at an interest rate of 8.11%.
Interest income related to the Torchmark loans totaling $2,838 and $3,058 at
December 31, 1996 and 1995, respectively, is included in the accompanying
financial statements. In January 1996, United Investors loaned Liberty
National $3,500 at an interest rate of 5.75%. This loan was paid in full in
February 1996. Interest income related to this loan totaling $9 at December
31, 1996 is included in the accompanying financial statements.

United Investors serves as sponsor to two separate accounts and depositor to
the underlying investment fund in connection with its variable product
business. During 1997 United Investors will serve as a sponsor and depositor
of a third separate account in connection with its variable Product business.
At December 31, 1996 and 1995 United Investors had investments of $14,000 and
$12,500, in the separate accounts which were included in other long-term
invested assets and carried at market.

Other long-term invested assets also includes investments, carried at
market, in the United Group of Mutual Funds and certain other funds for which
W&R is the sole advisor. These investments approximated $5,159 and $4,896 at
December 31, 1996 and 1995. Investment income derived from these investments
is included in net investment income.

NOTE 10--COMMITMENTS AND CONTINGENCIES

Reinsurance: United Investors reinsures that portion of insurance risk which
is in excess of its retention limit. The maximum net retention limit for
ordinary life insurance is $525 per life. Life insurance ceded represented 2%
of total life insurance in force at December 31, 1996 and 3% of premium income
for 1996. United Investors would be liable for the reinsured risks ceded to
other companies to the extent that such reinsuring companies are unable to
meet their obligation.

United Investors did not assume insurance risks of other companies for the
year ended December 31, 1996.

Restrictions on the transfer of funds: Regulatory restrictions exist on the
transfer of funds from insurance companies. These restrictions generally limit
the payment of dividends to the statutory net gain from operations of the
prior year in the absence of special approval. Additionally, insurance
companies are not permitted to distribute the excess of shareholder's equity
as determined on a generally accepted accounting basis over that determined on
a statutory basis. Restricted net assets at December 31, 1996 in compliance
with all regulations were $160,840.

Litigation: United Investors is engaged in routine litigation arising from
the normal course of business. In management's opinion, this litigation will
not materially affect United Investors' financial position or results of
operations.

Concentrations of credit risk: United Investors maintains a highly
diversified investment portfolio with limited concentration in any given
region, industry, or economic characteristic. The investment portfolio
consists of securities of the U.S. government or U.S. government-backed
securities (32%); securities of state and municipal governments (7%);
investment-grade corporate bonds (48%); United

F-18
<PAGE>

UNITED INVESTORS LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(DOLLAR AMOUNTS IN THOUSANDS)
NOTE 10--COMMITMENTS AND CONTINGENCIES (CONTINUED)

Funds (3%); and policy loans (2%) which are secured by the underlying
insurance policy value. The balance of the portfolio is invested in short-term
investments, non investment grade corporate bonds, and various limited
partnerships. Investments in municipal governments and corporations are made
throughout the U.S. with no concentration in any given state. Corporate debt
investments are made in a wide range of industries. At December 31, 1996, 1%
or more of the portfolio was invested in the following industries: financial
services (22%); chemicals (6%); transportation (4%); foods and kindred
products (5%); regulated utilities (3%); manufacturing (3%); media and
communications (3%); electronics (2%); paper and allied products (2%); and
services (1%). At the end of 1996, 7% of the carrying value of securities was
rated below investment grade. Par value of these investments was $47,300,
amortized cost was $48,112, and market value was $49,034. While these
investments could be subject to additional credit risk, such risk should
generally be reflected in market value.

Collateral requirements: United Investors requires collateral for
investments in instruments where collateral is available and typically
required because of the nature of the investment. Since the majority of United
Investor's investments are in government, government-secured, or corporate
securities, the requirement for collateral is rare.

NOTE 11--SUPPLEMENTAL DISCLOSURES FOR CASH FLOW STATEMENT

There were no noncash investing or financing activities for the years 1996,
1995, and 1994.

The following table summarizes certain amounts paid during the period:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Taxes paid....................................... $22,111 $15,393 $14,187
</TABLE>

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