UNITED INVESTORS UNIVERSAL LIFE VARIABLE ACCOUNT
S-6EL24/A, 1997-08-08
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<PAGE>
     
      As Filed with the Securities and Exchange Commission on August __, 1997

                                                    Registration No. 333-26505
                                                                               
    
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                         Pre-Effective Amendment No.1 
                                      to
                                   FORM S-6      

               FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                    OF SECURITIES OF UNIT INVESTMENT TRUSTS
                           REGISTERED ON FORM N-8B-2


               UNITED INVESTORS UNIVERSAL LIFE VARIABLE ACCOUNT
                             (Exact name of trust)

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                              (Name of depositor)

                            2001 Third Avenue South
                           Birmingham, Alabama 35233
         (Complete address of depositor's principal executive offices)

(Name and complete address
of agent for service)                       Copy to:

James L. Sedgwick, Esq.                     Frederick R. Bellamy, Esq.
United Investors Life Insurance Company     Sutherland, Asbill & Brennan, L.L.P.
2001 Third Avenue South                     1275 Pennsylvania Avenue, N.W.
Birmingham, Alabama 35233                   Washington, DC  20004-2404



                 Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement

  Securities Being Offered: Flexible Premium Variable Life Insurance Policies

          Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the
Registrant has elected to register an indefinite amount of the securities being
offered.

          The Registrant hereby amends this Registration Statement on such dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
 
               UNITED INVESTORS UNIVERSAL LIFE VARIABLE ACCOUNT

                    UNITED INVESTORS LIFE INSURANCE COMPANY

               Cross Reference to Items Required by form N-8B-2
<TABLE> 
<CAPTION> 

N-8B-2 Item         Caption in Prospectus
- -----------         ---------------------
<S>                 <C> 
1                   Cover Page
2                   Cover Page
3                   Not applicable
4                   Sale of the Policies                                            
5                   The Variable Account                                            
6                   The Variable Account                                            
7                   Not applicable                                                  
8                   The Variable Account                                            
9                   Litigation                                                      
10                  Summary and Diagram of the Policy; Premiums; Net Premium        
                    Allocations; Death Benefits; Other Policy Provisions; Surrender 
                    of the Policy; Loan Benefits; The Variable Account and          
                    TMK/United; Voting of Portfolio Shares                          
11                  The Variable Account and TMK/United; Net Premium Allocations    
12                  The Variable Account and TMK/United; Net Premium Allocations    
13                  Charges and Deductions; Assignment and Change of Owner; Other   
                    Policy Provisions                                               
14                  Facts About the Policy                                          
15                  Premiums; Planned Premiums; Net Premium Allocations             
16                  Net Premium Allocations                                         
17                  Free Look Right to Cancel Policy; Surrender of the Policy;      
                    Partial Surrenders; Loan Benefits; Requesting Payments; Other   
                    Policy Provisions                                               
18                  The Variable Account and TMK/United; Other Policy Provisions    
19                  Reports to Owners                                               
20                  Not applicable                                                  
21                  Loan Benefits                                                   
22                  Other Policy Provisions                                         
23                  Not applicable                                                  
24                  Not applicable                                                  
25                  United Investors                                                
26                  Not applicable                                                  
27                  United Investors                                                
28                  Directors and Officers of United Investors                      
29                  United Investors                                                
30                  Not applicable                                                  
31                  Not applicable                                                  
32                  Not applicable                                                   
33                  Not applicable
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                 <C> 
34                  Not applicable
35                  United Investors
36                  Not applicable
37                  Not applicable                                              
38                  Sale of the Policies                                        
39                  Sale of the Policies                                        
40                  Not Applicable                                              
41                  Sale of the Policies                                        
42                  Not applicable                                              
43                  Not applicable                                              
44                  Policy Account Values                                       
45                  Not applicable                                              
46                  Policy Account Values                                       
47                  Net Premium Allocations                                     
48                  United Investors                                            
49                  Not applicable                                              
50                  The Variable Account and TMK/United                         
51                  Premiums; Net Premium Allocations; Charges and Deductions;  
                    Surrender of the Policy                                     
52                  The Variable Account and TMK/United                         
53                  Tax Considerations                                          
54                  Not applicable                                              
55                  Hypothetical Illustrations                                  
56                  Not applicable                                              
57                  Not applicable                                              
58                  Not applicable                                              
59                  Financial Statements                          
</TABLE> 
<PAGE>
 
- --------------------------------------------------------------------------------
               U N I T E D   I N V E S T O R S
 
               U N I V E R S A L   L I F E
 
               VARIABLE ACCOUNT
 
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
 
               PROSPECTUS DATE       , 1997
 
               United Investors Life Insurance Company
               Administrative Office
               2323 Bryan Street, Suite 1100
               Dallas, Texas 75221
                  
               (800) 451-6923     
- --------------------------------------------------------------------------------
               This prospectus describes a flexible premium variable life
               insurance policy ("Policy") offered by United Investors Life
               Insurance Company ("United Investors," "we," "us," or "our").
               The Policy provides life insurance protection on the insured
               (the "Insured") up to the Maturity Date. It also provides
               flexibility to vary the amount and timing of premiums and to
               change the amount of Death Benefits payable under the Policy.
               This flexibility allows the purchaser of a Policy ("you,"
               "your," or the "Owner,") to provide for changing insurance
               needs under a single insurance policy.
               You may allocate net premiums and Policy Value to the United
               Investors Universal Life Variable Account (the "Variable
               Account"), to United Investors' general account (the "Fixed
               Account"), or to a combination of both within certain limits.
               The Variable Account is divided into 11 investment divisions
               (each, an "Investment Division"). Assets of each Investment
               Division are invested in a corresponding investment portfolio
               (each, a "Portfolio") of TMK/United Funds, Inc. ("TMK/United").
               The Portfolios currently available include:

                ASSET STRATEGY       HIGH INCOME         MONEY MARKET
                PORTFOLIO            PORTFOLIO           PORTFOLIO
                BALANCED PORTFOLIO   INCOME PORTFOLIO    SCIENCE AND
                BOND PORTFOLIO       INTERNATIONAL       TECHNOLOGY  PORTFOLIO
                GROWTH PORTFOLIO     PORTFOLIO           SMALL CAP PORTFOLIO
                                        
                                     LIMITED-TERM BOND
                                      PORTFOLIO     
 
               The accompanying prospectus for TMK/United describes each of
               the Portfolios, including the risks of investing in each
               Portfolio, and provides other information about TMK/United. You
               bear the entire investment risk for all amounts allocated or
               transferred to the Investment Divisions because the Policy
               Value will vary with the investment performance of the
               Investment Divisions you select. United Investors guarantees
               that amounts allocated to the Fixed Account will earn a
               guaranteed minimum interest rate of at least 4% per year.
                  
               You can select from two Death Benefit Options available under
               the Policy: Option A (greater of Face Amount or a multiple of
               Policy Value); and Option B (greater of Face Amount plus Policy
               Value, or a multiple of Policy Value).     
                  
               THE POLICY PROVIDES FOR A CASH SURRENDER VALUE. BECAUSE THIS
               VALUE IS BASED ON THE PERFORMANCE OF THE INVESTMENT DIVISIONS,
               THERE IS NO GUARANTEED MINIMUM CASH SURRENDER VALUE FOR AMOUNTS
               ALLOCATED TO THE VARIABLE ACCOUNT. The Net Cash Surrender Value
               is the Cash Surrender Value reduced by any Loan Balance. If the
               Net Cash Surrender Value is insufficient to cover the charges
               due under the Policy, the Policy will terminate without value.
               However, the Policy will not terminate during the Death Benefit
               Guarantee Period, regardless of the sufficiency of the Net Cash
               Surrender Value, as long as the minimum premiums for the Death
               Benefit Guarantee have been paid. The Policy also provides for
               transfers among Investment Divisions, Policy Loans and permits
               Partial Surrenders (withdrawals) within limits.     
- --------------------------------------------------------------------------------
               THIS PROSPECTUS SHOULD BE READ CAREFULLY AND RETAINED FOR
               FUTURE REFERENCE. A PROSPECTUS FOR TMK/UNITED FUNDS, INC. MUST
               ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ IN CONJUNCTION
               WITH THIS PROSPECTUS.
- --------------------------------------------------------------------------------
               THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
               SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND
               EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
               CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<PAGE>
 
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
SUMMARY AND DIAGRAM OF THE POLICY..........................................   3
DEFINITIONS................................................................   7
UNITED INVESTORS...........................................................   8
THE VARIABLE ACCOUNT AND TMK/UNITED........................................   8
FACTS ABOUT THE POLICY.....................................................  10
  Applying for a Policy....................................................  10
  Free Look Right to Cancel Policy.........................................  10
  Premiums.................................................................  10
  Planned Premiums.........................................................  10
  Premiums to Prevent Termination..........................................  11
  Death Benefit Guarantee..................................................  11
  Crediting Premiums to the Policy.........................................  11
  Net Premium Allocations..................................................  11
  Fixed Account Option.....................................................  12
  Transfers................................................................  12
  Dollar-Cost Averaging....................................................  12
  Surrender of the Policy..................................................  13
  Partial Surrenders.......................................................  13
  Loan Benefits............................................................  13
  Requesting Payments......................................................  14
  Other Changes............................................................  14
  Reports to Owners........................................................  15
  Other Policy Provisions..................................................  15
  Assignment and Change of Owner...........................................  15
  Supplemental Benefits....................................................  15
CHARGES AND DEDUCTIONS.....................................................  16
POLICY VALUES..............................................................  18
  Policy Value.............................................................  18
  Cash Surrender Value.....................................................  18
  Net Cash Surrender Value.................................................  18
  Variable Account Value...................................................  19
  Fixed Account Value......................................................  20
DEATH BENEFITS.............................................................  20
  Amount of Death Benefit Payable..........................................  20
  Death Benefit Options....................................................  20
  Changing the Death Benefit Option........................................  21
  Changing the Face Amount.................................................  21
  Effect of Partial Surrenders on the Death Benefit........................  22
  Changing the Beneficiary.................................................  22
HYPOTHETICAL ILLUSTRATIONS.................................................  23
TAX CONSIDERATIONS.........................................................  32
ADDITIONAL INFORMATION.....................................................  36
  Directors and Officers of United Investors...............................  36
  Sale of the Policies.....................................................  37
  Voting of Portfolio Shares...............................................  37
  Other Information........................................................  37
  Litigation...............................................................  37
  Legal Matters............................................................  38
  Experts..................................................................  38
  Financial Statements.....................................................  38
</TABLE>
 
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE.
<PAGE>
 
                       SUMMARY AND DIAGRAM OF THE POLICY
 
  The following summary of prospectus information and diagram of the important
features of the Policy should be read in conjunction with the more detailed
information appearing elsewhere in this prospectus. Unless otherwise
indicated, the description of the Policy in this prospectus assumes that the
Policy is in force and there is no outstanding Loan Balance. Definitions of
certain terms used in this prospectus may be found by referring to the
"Definitions" section immediately following the diagram.
 
  THE POLICY. The Policy is designed to provide life insurance coverage on a
named Insured up to the Maturity Date, cash values, surrender rights, loan
privileges, and other features associated with conventional life insurance.
You should consider the Policy in conjunction with other insurance you own. It
may not be advantageous to replace existing insurance with the Policy.
 
  The Cash Surrender Value may be substantially lower than the premiums paid.
The Policy Value may decrease if the investment performance of the Investment
Divisions to which Policy Value is allocated is sufficiently adverse or not
sufficiently positive to cover the charges under the Policy. IF THE NET CASH
SURRENDER VALUE BECOMES INSUFFICIENT TO COVER CHARGES WHEN DUE AND THE DEATH
BENEFIT GUARANTEE IS NOT IN EFFECT, THE POLICY WILL TERMINATE WITHOUT VALUE
AFTER A GRACE PERIOD. SEE "PREMIUMS TO PREVENT TERMINATION."
 
  TAX CONSIDERATIONS. United Investors intends for the Policy to satisfy the
definition of a life insurance contract under Section 7702 of the Internal
Revenue Code of 1986, as amended (the "Code"). Under certain circumstances, a
Policy could be treated as a "modified endowment contract." We will monitor
Policies and will attempt to notify you on a timely basis if your Policy is in
jeopardy of becoming a modified endowment contract. For further discussion of
the tax status of a Policy and the tax consequences of being treated as a life
insurance contract or a modified endowment contract, see "Tax Considerations."
 
  FREE LOOK RIGHT TO CANCEL. For a limited time after the Policy is issued,
you have the right to cancel your Policy and receive a full refund of all
premiums paid. See "Free Look Right to Cancel Policy."
   
  OWNER INQUIRIES. If you have any questions, you may write or call our
Administrative Office at 2323 Bryan Street--Suite 1100, P.O. Box 219065,
Dallas, TX 75221-9065, (800) 451-6923.     
 
 
                                       3
<PAGE>
 
- --------------------------------------------------------------------------------
 
                               DIAGRAM OF POLICY
- --------------------------------------------------------------------------------
                                    PREMIUMS
 
* You select a payment plan but are not required to pay premiums according to
the plan. You can vary the frequency and amount, within limits, and can skip
planned premiums. See "Planned Premiums." UNDER CERTAIN CIRCUMSTANCES, EXTRA
PREMIUMS MAY BE REQUIRED TO PREVENT TERMINATION. SEE "PREMIUMS TO PREVENT
TERMINATION."
 
* Minimum initial premium and planned premium depend on the Insured's age, sex,
risk class, Face Amount selected, and any supplemental benefit riders. See
"Premiums."
 
* Unplanned premiums may be made, within limits. See "Premiums."
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                          ALLOCATIONS OF NET PREMIUMS
 
* A 3.5% premium expense charge is deducted from each premium before allocation
resulting in a Net Premium.
 
* No sales load is deducted from premiums.
 
* You direct the allocation of Net Premiums among the Investment Divisions and
the Fixed Account. See "Net Premium Allocations" for rules and limits.
 
* Interest is credited on amounts allocated to the Fixed Account at a rate
determined by United Investors, but not less than an annual effective rate of
4%. See "Transfers" for rules and limits on Fixed Account allocations.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
               PORTFOLIOS AVAILABLE THROUGH INVESTMENT DIVISIONS
 
* The Investment Divisions invest in corresponding Portfolios of TMK/United
Funds, Inc. See "TMK/United."
 
* THE POLICY VALUE IN THE INVESTMENT DIVISIONS IS NOT GUARANTEED AND MAY
DECREASE OR INCREASE. PRINCIPAL IS NOT GUARANTEED.
 
* The Portfolios currently available and their management fees and other
expenses (expressed as a percentage of net assets of each Portfolio) are as
follows. The figures are for 1996 (except for Science and Technology which are
estimates for 1997 because it commenced operations on April 4, 1997). Future
fees and expenses may be higher or lower.
                           
                        TMK/UNITED ANNUAL EXPENSES     
 
<TABLE>   
<CAPTION>
                                        ASSET
                                       STRATEGY BALANCED BOND  GROWTH HIGH INCOME
                                       -------- -------- ----  ------ -----------
<S>                                    <C>      <C>      <C>   <C>    <C>
Management Fees.......................   .80%     .60%   .53%   .70%      .65%
Other Expenses........................   .13%     .10%   .06%   .03%      .06%
                                         ---      ---    ---    ---       ---
Total Annual Expenses.................   .93%     .70%   .59%   .73%      .71%
</TABLE>    
 
<TABLE>   
<CAPTION>
                                              LIMITED-
                                                TERM   MONEY  SCIENCE AND
                         INCOME INTERNATIONAL   BOND   MARKET TECHNOLOGY  SMALL CAP
                         ------ ------------- -------- ------ ----------- ---------
<S>                      <C>    <C>           <C>      <C>    <C>         <C>
Management Fees.........  .70%       .80%       .55%    .50%      .70%       .85%
Other Expenses..........  .03%       .20%       .21%    .11%      .03%       .06%
                          ---       ----        ---     ---       ---        ---
Total Annual Expenses...  .73%      1.00%       .76%    .61%      .73%       .91%
</TABLE>    
- --------------------------------------------------------------------------------
 
                                       4
<PAGE>
 
- --------------------------------------------------------------------------------
                             DEDUCTIONS FROM ASSETS
 
* A monthly deduction is made for: (1) cost of insurance; (2) a monthly
administrative charge (currently $5.00; maximum is $7.50); (3) a Guaranteed
Death Benefit Charge of $0.01 per $1,000 of Face Amount as long as the Death
Benefit Guarantee remains in effect; and (4) any supplemental benefit charges.
See "Charges and Deductions--Monthly Deduction."
 
* A daily charge for mortality and expense risks at a current effective annual
rate of 0.90% during the first 10 years of the Policy (0.70% thereafter) is
deducted from assets in the Investment Divisions. The maximum mortality and
expense risk charge is 0.90% for all Policy Years. See "Charges Deducted From
the Investment Divisions." This charge is not deducted from Fixed Account
Value.
 
* Management fees and other expenses are deducted from the assets of each
Portfolio. See "Portfolios Available Through Investment Divisions."
 
* See "Allocations of Net Premiums" and "Cash Benefits" for other charges and
deductions.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                  POLICY VALUE
 
* The Policy Value is the sum of the amounts in the Investment Divisions and in
the Fixed Account credited to your Policy. See "Policy Value," "Fixed Account
Value," and "Variable Account Value."
 
* Policy Value varies from day to day to reflect Investment Division investment
experience, interest credited on Fixed Account allocations, charges deducted
and other Policy transactions (such as Policy Loans, transfers and Partial
Surrenders.)
 
* Policy Value can be transferred ($100 minimum) among the Investment Divisions
and the Fixed Account up to 12 times in a Policy Year. See "Transfers" for
rules and limits. Policy Loans reduce the amount available for allocations and
transfers.
 
* Policy Value serves as the starting point for calculating certain values
under a Policy, such as the Cash Surrender Value and the Death Benefit (under
Option B).
 
* THERE IS NO MINIMUM GUARANTEED POLICY VALUE. THE POLICY MAY TERMINATE ON A
MONTHLY ANNIVERSARY IF THE NET CASH SURRENDER VALUE IS INSUFFICIENT TO COVER
THE MONTHLY DEDUCTION THEN DUE AND THE DEATH BENEFIT GUARANTEE IS NOT IN
EFFECT.
- --------------------------------------------------------------------------------
 
                                       5
<PAGE>
 
- -------------------------------------------------------------------------------
                                 CASH BENEFITS
 
* Loans may be taken for amounts up to 90% of Cash Surrender Value. See
"Policy Loans" and "Tax Considerations."
 
* Partial Surrenders generally can be made at any time during the Insured's
life before the Policy is terminated provided there is sufficient remaining
Net Cash Surrender Value. A Partial Surrender charge equal to the lesser of
$25 or 2% of the Partial Surrender amount requested, plus a portion of the
surrender charge, will be charged for each Partial Surrender. See "Partial
Surrenders" for rules and limits.
 
* The Policy can be surrendered at any time for its Net Cash Surrender Value
(Policy Value minus any applicable surrender charge minus any Loan Balance).
See "Full Surrenders."
 
* A surrender charge will be deducted from the Policy Value upon a full
surrender of the Policy prior to the end of the 16th Policy Year or the end of
the 16th year after an increase in Face Amount. The surrender charge varies
based on the Insured's age on the Policy Date or Attained Age at the time of
an increase and is a stated amount per $1,000 of Face Amount. For each age,
the surrender charge is imposed on full surrenders during the first five
Policy Years (or first five years after an increase in Face Amount). For each
age, the surrender charge then decreases annually beginning in the sixth
Policy Year until it reaches zero at the end of the 16th Policy Year. See
"Surrender Charge."
 
* A variety of payment options are available.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                DEATH BENEFITS
 
* Death Benefits are available as lump sum or under a variety of payment
options.
 
* The minimum Face Amount available varies based on the age and risk class of
the Insured.
 
* Death Benefits are available in two Death Benefit Options: Option A (greater
of Face Amount or a multiple of Policy Value); or Option B (greater of Face
Amount plus the Policy Value, or a multiple of Policy Value). See "Death
Benefits."
 
* There is flexibility to change the Face Amount and to change the Death
Benefit Option. See "Changing the Face Amount" and "Changing the Death Benefit
Option" for rules and limits.
 
* The Death Benefit Guarantee keeps the Policy in force regardless of
sufficiency of Net Cash Surrender Value as long as cumulative premiums paid on
the Policy, less any Partial Surrenders and any Loan Balance, are at least
equal to (a) the Minimum Monthly Premium multiplied by (b) the number of
months the Policy has been in force. See "Death Benefit Guarantee."
 
* The Death Benefit generally should be excludable from the gross income of
the Beneficiary. See "Tax Considerations."
- -------------------------------------------------------------------------------
 
                                       6
<PAGE>
 
- -------------------------------------------------------------------------------
                                  DEFINITIONS
- -------------------------------------------------------------------------------
     
Administrative Office... 2323 Bryan Street--Suite 1100, P.O. Box 219065,
                         Dallas, TX 75221-9065, (800) 451-6923.     
 
Attained Age............ The age of the Insured on his or her last birthday at
                         the beginning of each Policy Year.
 
Cash Surrender Value.... Policy Value less any applicable surrender charges.
 
Death Benefit........... The amount of insurance payable to the Beneficiary on
                         the death of the insured.
 
Death Benefit Guarantee
Period.................. The period in which the Death Benefit is guaranteed
                         to remain in effect as long as the sum of the
                         premiums paid minus any Partial Surrenders and any
                         Loan Balance equals or exceeds the Minimum Monthly
                         Premium multiplied by the number of months the Policy
                         is in force.
 
Death Benefit Option.... One of two options under the Policy that is used to
                         determine the amount of the Death Benefit.
     
Fixed Account........... A part of the general account of United Investors
                         Life Insurance Company. The general account consists
                         of all assets of United Investors Life Insurance
                         Company other than those in any separate account.
                             
Fixed Account Value..... The Policy Value in the Fixed Account.
 
Loan Balance............ The sum of all outstanding loans including principal
                         and interest.
 
Maturity Date........... Policy Anniversary on or next following the Insured's
                         100th Birthday.

Minimum Monthly 
Premium................. For any Policy Month during the Death Benefit
                         Guarantee Period, the minimum amount of premium
                         required to keep the Death Benefit Guarantee in
                         effect.
 
Monthly Anniversary..... The same day each month as the Policy Date. If the
                         Monthly Anniversary falls on a date other than a
                         Valuation Date, the next following Valuation Date
                         will be deemed the Monthly Anniversary.
 
Net Cash Surrender       
Value................... Cash Surrender Value less any Loan Balance.
 
Net Premium............. The premium received less the premium expense charge.
 
Partial Surrender....... A request to withdraw a portion of the Net Cash
                         Surrender Value. A Partial Surrender will be subject
                         to a surrender charge.
 
Policy Anniversary...... The same day and month as the Policy Date each year
                         that the Policy remains in force. If the Policy
                         Anniversary falls on a date other than a Valuation
                         Date, the next following Valuation Date will be
                         deemed the Policy Anniversary.
 
Policy Date............. The date from which Policy Anniversaries and Policy
                         Years are determined. Your Policy Date is shown in
                         your Policy.
 
                                       7
<PAGE>
 
Policy Loan............. A request to borrow a portion of the Net Cash
                         Surrender Value.
 
Policy Month............ The first Policy Month starts on the Policy Date.
                         Subsequent Policy Months start on the Monthly
                         Anniversary.
 
Policy Value............ The sum of the Variable Account Value and the Fixed
                         Account Value.
 
Valuation Date.......... Each day that the New York Stock Exchange is open for
                         trading.
 
Valuation Period........ The period of time beginning at the close of the New
                         York Stock Exchange on one Valuation Date and ending
                         at the close of the New York Stock Exchange on the
                         next Valuation Date.
 
Variable Account Value.. The sum of the values of the Investment Divisions
                         under the Policy.
 
We, Us, or United        
Investors............... United Investors Life Insurance Company.
 
You and Your............ The Owner of the Policy.
 
                               UNITED INVESTORS
 
  UNITED INVESTORS LIFE INSURANCE COMPANY. United Investors is a Missouri
Stock life insurance company that was incorporated on August 17, 1981 as the
successor to a company of the same name established in Missouri on September
27, 1961. United Investors is indirectly owned by Torchmark Corporation.
United Investors is principally engaged in offering life insurance and annuity
contracts and is authorized to do business in the District of Columbia and all
states except New York. United Investors also serves as the depositor to
United Investors Life Variable Account, an investment company supporting other
variable life insurance policies issued by United Investors. United Investors'
address is 2001 Third Avenue South, Birmingham, Alabama 35233. See "Directors
and Officers of United Investors" for information on the directors and
officers of United Investors.
 
                      THE VARIABLE ACCOUNT AND TMK/UNITED
 
  THE VARIABLE ACCOUNT. United Investors established United Investors
Universal Life Variable Account (the "Variable Account") as a separate
investment account under Missouri law on April 18, 1997. United Investors owns
the assets in the Variable Account and is obligated to pay benefits under the
Policies. The Variable Account is used to support the Policies as well as for
other purposes permitted by law. The Variable Account is registered with the
Securities and Exchange Commission ("SEC") as a unit investment trust under
the Investment Company Act of 1940, as amended (the "1940 Act") and qualifies
as a "separate account" within the meaning of the federal securities laws.
Such registration does not involve any supervision by the SEC of the
management of the Variable Account or United Investors.
 
  The Variable Account is divided into Investment Divisions, each of which
currently invests in shares of a specific Portfolio of TMK/United Funds, Inc.
See "TMK/United." These Investment Divisions buy and redeem Portfolio shares
at net asset value. Any dividends and distributions from security transactions
of a Portfolio are reinvested at net asset value in shares of the same
Portfolio. Income, gains and losses, realized or unrealized, of an Investment
Division are credited to or charged against that Investment Division without
regard to any other income, gains or losses of United Investors. Assets equal
to the reserves and other contract liabilities with respect to each Investment
Division are not chargeable with liabilities arising out of any other business
or account of United Investors. If the assets exceed the required reserves and
other liabilities, United Investors may transfer the excess to its general
account.
 
                                       8
<PAGE>
 
  The Variable Account may include other Investment Divisions that are not
available under the Policy and are not otherwise discussed in this prospectus.
United Investors may substitute another Investment Division or insurance
company separate account under the Policy if, in United Investors' judgment,
investment in an Investment Division should no longer be possible or becomes
inappropriate to the purposes of the Policies, or if investment in another
Investment Division or insurance company separate account is in the best
interest of Owners. No substitution may take place without notice to Owners
and prior approval of the SEC and insurance regulatory authorities, to the
extent required by the 1940 Act and applicable law.
 
  United Investors may make changes to the Variable Account to the extent
permitted by applicable law and regulations. These changes may include: (1)
operating the Variable Account as a management company under the 1940 Act, or
in any other form permitted by law, if we deem it to be in the best interest
of Owners; (2) deregistering the Variable Account under the 1940 Act if such
registration is no longer required; or (3) combining the Variable Account with
other separate investment accounts.
 
  TMK/UNITED. The Variable Account has eleven Investment Divisions, each
investing in a specific Portfolio of TMK/United. TMK/United is a series-type
fund registered with the SEC as a diversified open-end management investment
company under the 1940 Act. Waddell & Reed Investment Management Company
("Waddell & Reed"), an affiliate of United Investors, is the manager of
TMK/United and provides investment advisory services to TMK/United. Waddell &
Reed maintains a large staff of experienced investment personnel and provides
investment advice to and supervises investments of a number of mutual funds.
Each Portfolio pays Waddell & Reed a management fee for managing that
Portfolio's investments. See "Summary and Diagram of the Policy" and the
accompanying prospectus for TMK/United. The investment objective(s) of each of
the Portfolios in which Investment Divisions invest are summarized below.
There is no assurance that these objectives will be met. Further information
about the Portfolios is contained in the accompanying prospectus for
TMK/United, which you should read in conjunction with this prospectus.
 
    ASSET STRATEGY PORTFOLIO seeks high total return with reduced risk over
  the long term. It diversifies among stocks, bonds, and short-term
  instruments, both in the United States and abroad.
 
    BALANCED PORTFOLIO primarily seeks current income with a secondary goal
  of long-term appreciation of capital by investing in a variety of
  securities, including debt securities, common stocks and preferred stocks.
 
    BOND PORTFOLIO seeks to provide current income with an emphasis on
  preservation of capital. It invests primarily in debt securities of varying
  yields, quality and maturities.
 
    GROWTH PORTFOLIO primarily seeks capital growth. As a secondary goal it
  seeks current income. It invests primarily in common stocks or securities
  convertible into common stocks.
 
    HIGH INCOME PORTFOLIO primarily seeks high current income. As a secondary
  goal it seeks capital growth when consistent with the primary goal. It
  invests 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.
 
    INCOME PORTFOLIO seeks to maintain current income, subject to market
  conditions. It invests primarily in common stocks or securities convertible
  into common stocks.
 
    INTERNATIONAL PORTFOLIO primarily seeks long-term appreciation of capital
  with a secondary goal of current income by investing primarily in
  securities issued by companies or governments of any nation.
 
    LIMITED-TERM BOND PORTFOLIO seeks a high level of current income
  consistent with preservation of capital by investing primarily in debt
  securities of investment grade, including debt
 
                                       9
<PAGE>
 
  securities issued or guaranteed by the U.S. Government or its agencies or
  instrumentalities. The Portfolio seeks to maintain a dollar-weighted
  average maturity of its portfolio of two to five years.
 
    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.
 
    SCIENCE AND TECHNOLOGY PORTFOLIO seeks long-term capital growth through
  investments primarily in science and technology securities.
 
    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 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.
 
                            FACTS ABOUT THE POLICY
 
  APPLYING FOR A POLICY. To purchase a Policy, you must complete an
application and submit it to United Investors' Administrative Office at the
address listed on the front of this prospectus. You also must pay an initial
premium which varies by age, sex and risk class. See "Premiums," below. Your
initial premium can be submitted with your application, subject to our
underwriting rules, or at a later date. Coverage becomes effective as of the
Policy Date. If an individual dies before the Policy Date, United Investors'
sole liability will be to return the premiums paid plus any interest earned on
it unless a Temporary Insurance Agreement is in effect.
 
  Generally, United Investors will issue a Policy covering an Insured up to
age 75 if evidence of insurability satisfies our underwriting rules. Evidence
of insurability may include, among other things, a medical examination of the
Insured. United Investors may, in its sole discretion, issue a Policy covering
an Insured over age 75. We reserve the right not to accept an application for
any lawful reason.
 
  FREE LOOK RIGHT TO CANCEL POLICY. During your "free look" period, you may
cancel your Policy and receive a refund of all premiums paid. The free look
period expires the later of: (a) 20 days after you receive your Policy; or (b)
45 days after you sign the application for the Policy. Some states may require
a longer period. If you decide to cancel the Policy, you must return it by
mail or other delivery to United Investors or to the agent who sold it to you
prior to the end of the free look period.
 
  PREMIUMS. The premium amounts sufficient to fund a Policy depend on a number
of factors, such as the age, sex and risk class of the proposed Insured, the
desired Face Amount, and any supplemental benefits. After the initial premium
is paid, additional premiums may be paid in any amount (of at least $25) and
at any time. We may increase the minimum amount of additional premiums upon 90
days advance written notice to you. However, total premiums paid in a Policy
Year may not exceed guideline premium limitations for life insurance set forth
in the Code. We reserve the right to reject any premium that would result in
the Policy being disqualified as life insurance under the Code and will refund
any rejected premium. In addition, we will monitor Policies and will attempt
to notify the Owner on a timely basis if his or her Policy is in jeopardy of
becoming a modified endowment contract under the Code. See "Tax
Considerations."
 
  PLANNED PREMIUMS. When you apply for a Policy, you select a quarterly, semi-
annual or annual premium payment plan. You may also arrange for premiums to be
paid monthly via automatic deduction from your checking account. You are not
required to pay premiums in accordance with this premium plan; rather, you can
pay more or less than planned (subject to the $25 minimum), or skip a planned
premium entirely. You can change the amount of planned premiums and payment
 
                                      10
<PAGE>
 
arrangements, or switch payment frequencies, whenever you want by providing
satisfactory written instructions to the Administrative Office. Such changes
will be effective upon our receipt of the instructions. Depending on the
Policy Value at the time of any increase in the Face Amount and the amount of
the increase requested, a change in the amount of planned premiums may be
advisable. See "Changing the Face Amount."
   
  PREMIUMS TO PREVENT TERMINATION. IF YOU DO NOT PAY PLANNED PREMIUMS OR IF
THE INVESTMENT PERFORMANCE OF THE POLICY IS NOT SUFFICIENT, YOUR POLICY MAY
TERMINATE WITHOUT VALUE; HOWEVER IT WILL NOT NECESSARILY TERMINATE. A Policy
terminates depending on whether: (a) its Net Cash Surrender Value is
sufficient to cover the Monthly Deduction when due; and (b) the Death Benefit
Guarantee is in effect. If the Death Benefit Guarantee is not in effect on a
Monthly Anniversary and either: (a) the Net Cash Surrender Value is less than
the Monthly Deduction; or (b) the Loan Balance exceeds the Cash Surrender
Value less surrender charges, the Policy will terminate without value unless
additional premiums are paid. See "Monthly Deduction," and "Death Benefit
Guarantee."     
 
  You will have a 61-day grace period to pay a premium sufficient to cover the
Monthly Deductions. United Investors will send notice of the amount required
to be paid during the grace period to your last known address and to any
assignee of record. The grace period will begin when the notice is sent and
your Policy will remain in effect during the grace period. See "Amount of
Death Benefit Payable" and "Effect of Policy Loan." The grace period premium
required to be paid will be sufficient to keep the Policy in force for three
months regardless of investment performance. The payment required will not
exceed: (a) the amount by which the Loan Balance exceeds the Cash Surrender
Value; plus (b) any accrued and unpaid Monthly Deductions as of the date of
the notice; plus (c) an amount sufficient to cover the next two Monthly
Deductions. If the grace period premium has not been paid before the grace
period ends, your Policy will terminate. It will have no value and no benefits
will be payable. See "Other Policy Provisions" for a discussion of your
reinstatement rights. If the Insured should die during the grace period before
the grace period premium is paid, the Death Benefit will still be payable to
the Beneficiary, although the amount paid will reflect a reduction for the
Monthly Deduction(s) due on or before the date of the Insured's death and any
Loan Balance.
 
  DEATH BENEFIT GUARANTEE. During the Death Benefit Guarantee Period (see
"Definitions"), your Death Benefit is guaranteed to remain in effect as long
as cumulative premiums paid, less any Partial Surrenders and any Loan Balance,
are at least equal to (a) the Minimum Monthly Premium, multiplied by (b) the
number of months the Policy has been in force. If this requirement is met, the
Policy will remain in force, regardless of the sufficiency of Net Cash
Surrender Value to cover Monthly Deductions. If the Minimum Monthly Premium
has changed since the Policy Date, the total premium amount required will be
based on the different Minimum Monthly Premiums required and the number of
months for which each applied. If the Death Benefit Guarantee ends due to
insufficient premium payments, it may not be restored by payment of additional
premiums.
 
  CREDITING PREMIUMS TO THE POLICY. Between the date your initial premium is
received and the Policy Date, we will credit interest on the initial premium
as if it had been invested in the Investment Division investing in the Money
Market Portfolio. On the Policy Date, the initial Net Premium, plus any
accrued interest on that amount will be credited to the Policy. Any additional
premium received (see "Net Premium Allocations," below) will be credited to
the Policy on the date we receive it, or the next Valuation Date thereafter.
 
  NET PREMIUM ALLOCATIONS. When you apply for a Policy, you specify the
percentage (from 0% to 100%) of Net Premium to be allocated to each Investment
Division and the Fixed Account. You can change the allocation percentages at
any time by sending satisfactory written instructions to our Administrative
Office. The change will apply to all premiums received after we receive your
instructions, unless you instruct otherwise. Net Premium allocations must be
in percentages totaling
 
                                      11
<PAGE>
 
100%, and each allocation percentage must be a whole number. See "TMK/United"
for a description of the Portfolios in which the Investment Divisions invest.
 
  FIXED ACCOUNT OPTION. The Fixed Account is part of United Investors' general
account assets. It is not a separate account. Amounts allocated to the Fixed
Account are credited with interest at rates determined IN OUR SOLE DISCRETION,
but in no event will interest credited on these amounts be less than an
effective annual rate of 4%. The current interest rate is the guaranteed
minimum interest rate plus any excess interest rate. The current interest rate
is determined periodically. The current interest rate will be guaranteed for
at least a one year period. You assume the risk that interest credited may not
exceed the guaranteed minimum rate of 4% per year. United Investors's general
account assets are used to support our insurance and annuity obligations other
than those funded by separate accounts. Subject to applicable law, United
Investors has sole discretion over the investment of the assets of the Fixed
Account. There are significant limits on your right to transfer Policy Value
from the Fixed Account. See "Transfers," below.
 
  BECAUSE OF EXEMPTIVE AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED
ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE
FIXED ACCOUNT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT.
ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN ARE SUBJECT
TO THE PROVISIONS OF THESE ACTS AND, AS A RESULT, THE STAFF OF THE SECURITIES
AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN THIS PROSPECTUS
RELATING TO THE FIXED ACCOUNT.
 
  TRANSFERS. At any time after the end of the free-look period, you may
transfer all or part of the Variable Account Value to one or more of the
variable Investment Divisions or to the Fixed Account up to 12 times in a
Policy Year. There is no charge for making transfers. You may transfer all or
part of the Fixed Account Value to a variable Investment Division or
Investment Divisions only once each Policy Year and the maximum amount you can
transfer out of the Fixed Account is the greater of: (1) 25% of the prior
Policy Anniversary's unloaned Fixed Account Value; or (2) the amount of the
prior Policy Year's transfer. If a transfer is made from the Fixed Account to
a variable Investment Division, no transfer from that variable Investment
Division to the Fixed Account may be made for six months after the transfer
date. The minimum amount that may be transferred out of a variable Investment
Division or the Fixed Account is $100, or, if less, the Policy Value held in
the Investment Division or in the Fixed Account. The amount remaining must be
at least $100, or we will transfer the total value.
 
  Transfer requests may be made by satisfactory written or telephone request
(if we have your written authorization for telephone requests on file). A
transfer will take effect on the date we receive the request at the
Administrative Office if it is received by 4:00 p.m. Eastern time; otherwise
it will take effect on the following business day. United Investors may,
however, defer transfers under the same conditions that we may delay paying
proceeds. See "Requesting Payments." United Investors reserves the right to
modify, restrict, suspend or eliminate the transfer privileges, including
telephone transfer privileges, at any time, for any reason.
 
  DOLLAR-COST AVERAGING. Prior to the Maturity Date, the dollar-cost averaging
program permits you to systematically transfer on a monthly basis a set dollar
amount from the Money Market Investment Division to the other Investment
Divisions. The minimum automatic transfer amount from the Money Market
Investment Division 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. The dollar-cost averaging method of investment is designed
to reduce the risk of making purchases only when the price of units is high,
but you should carefully consider your financial ability to continue the
program over a long enough period of time to purchase units when their value
is low as well as when it is high. Dollar-cost averaging does not assure a
profit or protect against a loss.
 
                                      12
<PAGE>
 
  You may elect to participate in the dollar-cost averaging program at any
time by sending us a written request. Once elected, dollar-cost averaging
remains in effect from the date we receive your request until the value of the
Money Market Investment Division is depleted, or until you cancel the program
by written request or by telephone. There is no additional charge for dollar-
cost averaging. A transfer under this program is not considered a transfer for
purposes of calculating the number of transfers. We reserve the right to
discontinue offering the dollar-cost averaging program at any time and for any
reason. A second method of dollar-cost averaging is to directly allocate
monthly premiums to the Investment Divisions you desire.
 
  SURRENDER OF THE POLICY. You may surrender your Policy at any time for its
Net Cash Surrender Value. See "Requesting Payments." The Net Cash Surrender
Value is the Policy Value minus any surrender charge and minus any Loan
Balance. A surrender charge may apply. See "Surrender Charge." Your Policy
will terminate and cease to be in force if it is surrendered. It cannot later
be reinstated. Surrendering the Policy may have tax consequences. See "Tax
Considerations."
 
  PARTIAL SURRENDERS. You may make Partial Surrenders under your Policy at any
time during the Insured's life and before the Policy has terminated. See
"Requesting Payments." Requests for Partial Surrenders must be made in
writing. The minimum Partial Surrender amount is $100. A Partial Surrender may
not exceed the Net Cash Surrender Value minus $300. A Partial Surrender charge
equal to the lesser of $25 or 2% of the Partial Surrender amount plus a
portion of the surrender charge equal to: (1) the percentage of the Net Cash
Surrender Value requested; multiplied by (2) the surrender charge then in
effect. This charge will be deducted from your Policy Value along with the
Partial Surrender amount requested. When you request a Partial Surrender, you
can direct how the amount will be deducted from your Policy Value. If you
provide no directions, the Partial Surrender will be deducted from your Policy
Value in the Investment Divisions and Fixed Account on a pro-rata basis. If
Death Benefit Option A is in effect, a Partial Surrender may reduce the Face
Amount. See "Effect of Partial Surrenders on the Death Benefit." Partial
Surrenders may have tax consequences.
 
  LOAN BENEFITS. You may borrow up to 90% of your Cash Surrender Value at any
time by submitting a written request to us. Outstanding loans, including
accrued interest, reduce the amount available for new loans. A loan must be
for at least $200. Your Policy may terminate if the Loan Balance is greater
than the Cash Surrender Value. See "Premiums to Prevent Termination." Policy
Loans may have Federal income tax consequences. See "Tax Considerations."
 
  When a loan is made, an amount equal to the loan and any loan interest is
transferred from the Variable Account Value to the Fixed Account. We will
allocate the amount transferred in the proportion that the value of each
Investment Division bears to the Variable Account Value unless you specify an
Investment Division(s) from which the loan is to be made. Your loan will be
divided into two parts: the Preferred Loan Amount; and the Non-Preferred Loan
Amount. The Preferred Loan Amount is equal to the amount of the Loan Balance
that does not exceed the Policy Value minus the total premiums paid, excluding
any premiums paid during a grace period. The Non-Preferred Loan Amount is
equal to any portion of the Loan Balance that exceeds the Preferred Loan
Amount.
 
  INTEREST. We will charge interest daily on any outstanding loan at an
effective annual rate of 6.0%. Interest is due and payable at the end of each
Policy Year while a loan is outstanding. Interest paid on a Policy Loan
generally is not tax deductible. If, on any Policy Anniversary, interest
accrued since the last Policy Anniversary has not been paid, the amount of the
interest is added to the loan and becomes part of the outstanding Loan
Balance. Interest will be taken from the Investment Divisions in the
proportion that the value of each Investment Division bears to the Variable
Account Value. On each Monthly Anniversary, the loaned amount will be credited
with interest at a minimum guaranteed annual effective rate of 4.0%. We may
also credit additional interest (currently up to an effective annual rate 2%)
on the Preferred Loan Amount.
 
                                      13
<PAGE>
 
  LOAN REPAYMENT. You may repay all or part of your Loan Balance at any time
while the Insured is living and the Policy is in force. Loan repayments must
be at least $200 each (or the outstanding Loan Balance if less). Upon
repayment of the Loan Balance, the portion of the repayment allocated to an
Investment Division will be transferred from the Fixed Account and increase
the value in the Investment Division. The repayment will be allocated among
the Investment Divisions and the Fixed Account based on the instructions for
Net Premium allocations then in effect unless you instruct us otherwise. Any
payment received when a loan is outstanding will be treated as a premium
unless you instruct otherwise.
 
  EFFECT OF POLICY LOAN. A Policy Loan, whether or not repaid, will affect
Policy Values over time because the investment results of the Investment
Divisions may be less than or greater than the net interest rate credited on
the amount transferred to the Fixed Account securing the loan. By comparison
to a Policy under which no loan was made, the Policy Value will be lower if
the net interest rate credited to the amount in the Fixed Account securing a
loan is less than the investment return of the Investment Divisions and
greater if the Fixed Account net interest rate is higher than the investment
return of the Investment Divisions. If the Death Benefit becomes payable while
a Policy Loan is outstanding, the Loan Balance will be deducted in calculating
the Death Benefit. If the Loan Balance exceeds the Cash Surrender Value on any
Monthly Anniversary and the Death Benefit Guarantee is not in effect, the
Policy will terminate. We will send you, and any assignee of record, notice of
the termination. You will have a 61-day grace period to submit a sufficient
payment to avoid termination.
 
  REQUESTING PAYMENTS. Written requests for payment (except where telephone
requests are authorized by us) must be sent to our Administrative Office or
given to an authorized United Investors agent for forwarding to our office. We
will ordinarily pay any Death Benefit, loan amount, Net Cash Surrender Value
or Partial Surrender amounts within seven days after receipt at our
Administrative Office of all the documents required for such a payment. Other
than the Death Benefit, which is determined as of the date of the Insured's
death, the amount will be determined as of the date our Administrative Office
receives all required documents.
   
  We may delay making a payment of any amount from the Investment Divisions or
processing a transfer request if: (1) the disposal or valuation of the
Variable Account's assets is not reasonably practicable because the New York
Stock Exchange is closed for other than a regular holiday or weekend, trading
is restricted by the SEC, or the SEC declares that an emergency exists; or (2)
the SEC by order permits postponement of payment to protect United Investors'
Policy Owners. We also may defer making payments attributable to a check that
has not cleared, and we may defer payment of proceeds from the Fixed Account
for up to six months from the date we receive the request. If we defer payment
for more than 30 days, we will pay interest on the amount deferred at an
annual rate of at least 4%. However, we will not defer payment of a withdrawal
or Policy Loan requested to pay a premium due on a United Investors policy.
    
  The Policy offers a wide variety of optional ways of receiving proceeds
payable under the Policy other than in a lump sum. An authorized United
Investors agent can explain these options upon request. None of these options
vary with the investment performance of a Variable Account because they are
all forms of fixed-benefit annuities.
 
  OTHER CHANGES. At any time we may make such changes in the Policy as are
necessary: to assure compliance at all times with the definition of life
insurance prescribed by the Code; to make the Policy, our operations, or the
operation of the Variable Account conform with any law or regulation issued by
any government agency to which they are subject; or to reflect a change in the
operation of the Variable Account, if allowed by the Policy. Only an officer
of United Investors has the right to change the Policy. No agent has the
authority to change the Policy or waive any of its terms. All endorsements,
amendments, or riders must be signed by an officer to be valid.
 
                                      14
<PAGE>
 
   
  REPORTS TO OWNERS. United Investors maintains records and accounts of all
transactions involving the Policy, the Variable Account, the Fixed Account and
Policy Loans. Each year, or more often if required by law, you will be sent a
report showing information about your Policy for the period covered by the
report. You will also be sent an annual and a semi-annual report for each
Portfolio underlying an Investment Division to which you have allocated Net
Premiums, as required by the 1940 Act. In addition you will receive a written
confirmation of each transaction when you pay premiums, make a Partial
Surrender, make transfers, or take out a Policy Loan.     
 
  OTHER POLICY PROVISIONS. The Policy contains provisions addressing the
following matters:
 
  .  DIVIDENDS. The Policy is non-participating. This means that no dividends
     will be paid on the Policy. The Policy will not share in our profits or
     surplus earnings.
 
  .  INCONTESTABILITY. The Policy limits our right to contest the Policy as
     issued, as reinstated or as increased, except for material misstatements
     contained in the application (including any application upon
     reinstatement), after it has been in force during the Insured's lifetime
     for a period of two years from the Policy Date, the reinstatement date
     or effective date of the increase.
     
  .  SUICIDE EXCLUSION. The Policy limits the Death Benefit if the Insured
     dies by suicide generally within two years after the Policy Date or
     effective date of the increase. In this instance, our liability will be
     limited to the total premiums paid less any Partial Surrenders and any
     Loan Balance.     
 
  .  REINSTATEMENT. The Policy may be reinstated at any time within five
     years after the Policy has terminated at the end of the grace period. To
     reinstate the Policy, the Owner must: (1) submit an application for
     reinstatement; (2) provide evidence of insurability satisfactory to us;
     (3) pay or agree to reinstatement of any Loan Balance; and (4) pay the
     premium required to reinstate the Policy. The reinstatement date for the
     Policy will be the Monthly Anniversary on or following the day we
     approve the application for reinstatement. See the Policy for additional
     information.
 
  .  MISSTATEMENT OF AGE OR SEX. The Death Benefit will be adjusted if the
     Insured's age or sex has been misstated in the application. The benefits
     paid will be those which the last monthly cost of insurance charge would
     have provided at the correct age and sex.
     
  .  PAID-UP INSURANCE OPTION. If premium payments cease, insurance under the
     Policy and any supplemental benefits provided by Rider will continue as
     provided under the grace period provisions described under "Premiums to
     Prevent Termination." The Policy will not continue beyond the Maturity
     Date. Any supplemental benefits added by Rider will not continue beyond
     the termination date described in the Rider.     
 
  ASSIGNMENT AND CHANGE OF OWNER. You may assign the Policy subject to its
terms. We will not be deemed to know of an assignment unless we receive a
written copy of it at our Administrative Office. We assume no responsibility
for the validity or effect of any assignment. In certain circumstances, an
assignment may be a taxable event. See "Tax Considerations" below. You may
change the Owner of the Policy by sending a written request to us while the
Insured is alive and the Policy is in force. The change will take effect the
date you sign the request, but the change will not affect any action we have
taken before we receive the request. A change of Owner may have tax
consequences. See "Tax Considerations." A change of Owner does not change the
Beneficiary designation. See "Changing the Beneficiary." Any such assignment
or change must be in a written form acceptable to us.
   
  SUPPLEMENTAL BENEFITS. Your Policy may have supplemental benefits which are
attached to your Policy by Rider. A charge will be deducted monthly from your
Policy Value for certain supplemental benefits. Each supplemental benefit is
subject to its own requirements as to eligibility and     
 
                                      15
<PAGE>
 
cost. You may cancel supplemental benefits at any time. More details will be
included in your Policy if you choose any of these benefits. From time to time,
we may make available supplemental benefits other than those listed below.
Contact your agent or the Administrative Office for a complete list of the
supplemental benefits available.
 
  .  ACCELERATED DEATH BENEFIT RIDER. This benefit allows acceleration of up
     to 75% of the Death Benefit (in a lump sum only) if the Insured is
     diagnosed as having a terminal illness expected to cause death within 12
     months (unless a shorter period is required by state law). There is no
     charge for this Rider prior to the time the accelerated benefits are
     paid.
 
  .  ACCIDENTAL DEATH BENEFIT RIDER. This benefit will be paid if the Insured
     dies as a result of an accident before age 70.
 
  .  CHILDREN'S TERM INSURANCE RIDER. This benefit allows you to add Death
     Benefit coverage for your children.
 
  .  ADDITIONAL INSURED TERM INSURANCE RIDER. This benefit allows you to
     provide for Death Benefits upon the death of your spouse and/or business
     associates.
 
  .  DISABILITY WAIVER OF MONTHLY DEDUCTION RIDER. The benefit provides for
     waiver of Monthly Deductions after the Insured has been totally disabled
     for six months if disability commences prior to age 60.
 
                             CHARGES AND DEDUCTIONS
 
  United Investors deducts the charges described below. Certain of the charges
depend on a number of variables, and are illustrated in the hypothetical
illustrations depicted in this prospectus. The charges are for the services and
benefits provided, costs and expenses incurred and risks assumed by United
Investors under or in connection with the Policies. Services and benefits
provided by United Investors include:
 
    (1) the death benefits, cash and loan benefits provided by the Policy;
 
    (2) investment options, including Net Premium allocations, dollar-cost
  averaging programs;
 
    (3) administration of various elective options under the Policy; and
 
    (4) the distribution of various reports to Owners.
 
  Costs and expenses incurred by United Investors include:
     
    (1) those associated with underwriting applications and changes in Face
     Amount and Riders;     
     
    (2) various overhead and other expenses associated with providing the
        services and benefits provided by the Policy;     
     
    (3) sales and marketing expenses; and     
     
    (4) other costs of doing business, such as federal, state and local
        premium and other taxes and fees.     
 
  Risks assumed by United Investors include the risks that Insureds may live
for a shorter period of time than estimated resulting in the payment of greater
Death Benefits than expected, and that the costs of providing the services and
benefits under the Policies will exceed the charges deducted.
 
  PREMIUM EXPENSE CHARGE. United Investors deducts a 3.5% charge from each
premium before allocating the resulting Net Premium to the Policy Value. This
charge is deducted for state premium taxes and federal income tax treatment of
deferred acquisition costs.
 
  MORTALITY AND EXPENSE RISK CHARGE. United Investors currently deducts a daily
charge from assets in the Investment Divisions attributable to the Policies at
an effective annual rate of 0.90% of
 
                                       16
<PAGE>
 
Variable Account assets during the first 10 Policy Years, and at an effective
annual rate of 0.70% thereafter. The maximum mortality and expense risk charge
is 0.90% of Variable Account assets for all Policy Years. The mortality and
expense risk charge does not apply to Fixed Account assets.
 
  MONTHLY DEDUCTION. United Investors deducts the Monthly Deduction on the
Policy Date and on each Monthly Anniversary from Policy Value in the Variable
Account and the Fixed Account on a pro rata basis. The Monthly Deduction for
each Policy consists of:
     
  (1) the cost of insurance charge discussed below;     
     
  (2) a current monthly administrative charge of $5.00 (which may increase to
      a maximum charge of $7.50 per month);     
     
  (3) the Guaranteed Death Benefit Charge ($0.01 per $1,000 of Face Amount)
      as long as the Death Benefit Guarantee remains in effect; and     
     
  (4) charges for any supplemental benefits added by Riders to the Policy
      (see "Supplemental Benefits").     
   
  SURRENDER CHARGE. If the Policy is surrendered prior to the end of the 16th
Policy Year or the end of the 16th year following an increase in Face Amount,
United Investors will deduct a surrender charge based on the Face Amount at
issue, or increase, as applicable. The surrender charge will be deducted
before any surrender proceeds are paid. A pro rata portion of the Surrender
Charge will also be deducted for any Face Amount decreases. The surrender
charge varies based on the Insured's age on the Policy Date, or Attained Age
at the time of an increase, and is calculated as an amount per $1,000 of the
Face Amount. For each age the surrender charge remains level for the first
five Policy Years (or the first five years after a Face Amount increase) and
declines each year thereafter until it reaches zero at the end of the 16th
Policy Year (or at the end of the 16th year after an increase in Face Amount).
    
  During the first five Policy Years (or first five years after a Face Amount
increase) the surrender charge per $1,000 of Face Amount is as follows for the
selected ages below:
 
<TABLE>
<CAPTION>
   ISSUE AGE                                    CHARGE PER $1,000 OF FACE AMOUNT
   ---------                                    --------------------------------
   <S>                                          <C>
   25..........................................              $ 6.00
   35..........................................              $ 7.00
   45..........................................              $ 8.75
   50..........................................              $10.00
   55..........................................              $11.50
   65..........................................              $16.75
   75..........................................              $26.00
</TABLE>
 
  For example, if a 50-year old purchases a Policy with a $100,000 Face Amount
and completely surrenders it within five years, the surrender charge would be
$1,000. See Appendix A for a complete list of applicable surrender charges.
 
  Although the surrender charges increase with the Insured's issue age, the
surrender charge as a percentage of premiums could actually decrease as the
Insured's issue age increases. This occurs because the premiums required for a
specified Face Amount are higher for Insureds with older issue ages than for
Insureds with younger issue ages, so for the same premium an older Insured is
likely to have a lower Face Amount. Therefore the surrender charge for
Insureds with older issue ages could actually represent a lower portion of the
premiums than it does for Insureds with younger issue ages.
   
  PARTIAL SURRENDER CHARGE. A Partial Surrender charge equal to the lesser of
$25 or 2% of the Partial Surrender amount, plus a portion of the surrender
charge will apply to each Partial Surrender. This charge will be deducted from
your Policy Value along with the Partial Surrender amount (see "Partial
Surrenders").     
 
 
                                      17
<PAGE>
 
   
  OTHER CHARGES. For a description of the investment advisory fees and other
expenses incurred by the Portfolios, see the Diagram of Policy on page 4 and
the accompanying prospectus for TMK/United.     
 
  COST OF INSURANCE. The cost of insurance is the primary charge for the Death
Benefit provided by your Policy. The cost of insurance charge depends on a
number of variables that cause the charge to vary from Policy to Policy and
from Monthly Anniversary to Monthly Anniversary. The cost of insurance charge
is equal to (a) multiplied by the result of (b) minus (c) where:
 
    (a) is the cost of insurance rate divided by 1,000;
     
    (b) is the Death Benefit at the beginning of the Policy Month divided by
  1.0032737; and     
 
    (c) is the Policy Value at the beginning of the Policy Month.
 
  The Policy Value used in this calculation is the Policy Value before
deduction of the Monthly Cost of Insurance Charge and Cost of Insurance for
any Disability Waiver of Monthly Deductions Rider, but after deductions for
any other riders and charges.
 
  The cost of insurance rate is the rate applied to the insurance under the
Policy to determine the monthly cost of insurance charge. The cost of
insurance rate is based on the Insured's Attained Age, sex and applicable risk
class. We currently place Insureds in the following risk classes (available
for male or female) when we issue the Policy, based on our underwriting:
Preferred, Standard Non-tobacco, Standard Tobacco, Substandard Non-tobacco,
and Substandard Tobacco. The original risk class applies to the initial Face
Amount. If an increase in Face Amount is approved, a different risk class may
apply to the increase, based on the Insured's circumstances at the time of the
increase. If you have selected Death Benefit Option A, and if there have been
any increases in the Face Amount, the Policy Value will be considered a part
of the initial Face Amount. If the Policy Value exceeds the initial Face
Amount, the excess will be considered part of the increases in Face Amount in
the order of the increases.
 
  We guarantee that the cost of insurance rates used to calculate the monthly
cost of insurance charge will not exceed the maximum cost of insurance rates
set forth in the Policy. The maximum cost of insurance rates are based on the
1980 Commissioners Standard Ordinary Mortality Tables, Male or Female, Smoker
or Non-Smoker, Age Last Birthday, or a multiple thereof for substandard
classes. See "Hypothetical Illustrations" for examples showing the effects of
the cost of insurance charge.
 
                                 POLICY VALUES
 
  POLICY VALUE. The Policy Value serves as a starting point for calculating
certain values under a Policy. It is the sum of the Variable Account Value and
the Fixed Account Value credited to the Policy. The Policy Value is determined
first on the Policy Date and thereafter on each Valuation Date. On the
Maturity Date, the proceeds payable under a Policy are equal to the Policy
Value less any Loan Balance. The Policy Value will vary to reflect the
performance of the Investment Divisions to which amounts have been allocated,
interest credited on amounts allocated to the Fixed Account and Loan Balance,
charges, transfers, Partial Surrenders, and Policy Loans (including loan
repayments). It may be more or less than premiums paid.
 
  CASH SURRENDER VALUE. The Cash Surrender Value is the Policy Value reduced
by any surrender charge.
 
  NET CASH SURRENDER VALUE. The Net Cash Surrender Value is the Cash Surrender
Value reduced by any Loan Balance. You will receive only the Net Cash
Surrender Value if you surrender your Policy.
 
                                      18
<PAGE>
 
  VARIABLE ACCOUNT VALUE. The Variable Account Value is the sum of the values
of the Investment Divisions under the Policy. On the Policy Date, the value of
the Investment Divisions is equal to the initial Net Premium Payment allocated
to the Investment Divisions of the Variable Account plus any accrued interest
from the date of receipt of the payment to the Policy Date minus the portion
of the first month's Monthly Deduction allocated to the Investment Division.
 
  On any Valuation Date thereafter, the value of each Investment Division is
equal to:
       
    1.The value of the Investment Division on the preceding Valuation Date,
       multiplied by the appropriate Net Investment Factor (described
       below) since the previous Valuation Date; plus     
       
    2.The sum of all Net Premium Payments allocated to the Investment
       Division since the previous Valuation Date; plus     
       
    3.The sum of all loan repayments allocated to the Investment Division
       since the previous Valuation Date; plus     
       
    4.The amount of any transfers from other Investment Divisions or from
       the Fixed Account to the Investment Division since the previous
       Valuation Date; minus     
       
    5.The amount of any transfers to other Investment Divisions or to the
       Fixed Account, including amounts transferred to secure a Policy
       Loan, from the Investment Division since the previous Valuation
       Date; minus     
       
    6.The portion of any Partial Surrenders (including surrender charges)
       or charges for any Face Amount decreases allocated to the Investment
       Division since the previous Valuation Date; minus     
       
    7.The portion of the Monthly Deduction allocated to the Investment
       Division since the previous Valuation Date.     
 
  UNIT VALUES. When you allocate an amount to an Investment Division, either
by Net Premium allocation, transfer of Policy Value or repayment of a Policy
Loan, your Policy is credited with units in that Investment Division. The
number of units is determined by dividing the amount allocated, transferred or
repaid to the Investment Division by the Investment Division's unit value for
the Valuation Date when the allocation, transfer or repayment is effected. The
number of Investment Division units credited to a Policy will decrease when
the allocated portion of the Monthly Deduction is taken from the Investment
Division, a Policy Loan is taken from the Investment Division or an amount is
transferred from the Investment Division. The number of Investment Division
units may also decrease when a partial or full surrender occurs or if the Face
Amount is decreased. An Investment Division's unit value is an index United
Investors uses to measure the changes in investment results. The unit value
for each Investment Division varies to reflect the investment experience of
the underlying Portfolio, and may increase or decrease from one Valuation Date
to the next. The unit value for each Investment Division was arbitrarily set
at $1.00 when the Investment Division was established. For each Valuation
Period after the date of establishment, the unit value is determined by
multiplying the unit value for an Investment Division for the prior Valuation
Period by the net investment factor for the Investment Division for the
current valuation period.
 
  NET INVESTMENT FACTOR. The net investment factor is an index used to measure
the investment performance of an Investment Division from one Valuation Period
to the next. The net investment factor for any Investment Division for any
Valuation Period is determined by dividing (a) by (b) and subtracting (c) from
the result, where:
 
    (a) is the result of:
         
      (1) 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     
 
                                      19
<PAGE>
 
         
      (2) 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     
         
      (3) 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;     
 
    (b) is the result of:
         
      (1) the net asset value per share of the Portfolio shares held in
          the Investment Division, determined at the end of the last prior
          Valuation Period; plus or minus     
         
      (2) the charge or credit for any taxes reserved for the last prior
          Valuation Period; and     
 
    (c) is a deduction for the current mortality and expense risk charge.
   
  FIXED ACCOUNT VALUE. On the Policy Date, the Fixed Account Value is equal to
the initial Net Premium allocated to the Fixed Account plus any accrued
interest from the date of receipt of the payment to the Policy Date minus the
portion of the first month's Monthly Deduction allocated to the Fixed Account.
On any Monthly Anniversary thereafter, the Fixed Account Value is equal to:
       
    1. The Fixed Account Value on the preceding Monthly Anniversary; plus
              
    2. The sum of all Net Premium Payments allocated to the Fixed Account
       since the previous Monthly Anniversary; plus     
       
    3. The sum of all Policy Loan repayments allocated to the Fixed Account
       since the previous Monthly Anniversary; plus     
       
    4. Total interest credited to the Fixed Account since the previous
       Monthly Anniversary; plus     
       
    5. The amount of any transfers from the Variable Account to the Fixed
       Account, including amounts transferred to secure Policy Loans, since
       the previous Monthly Anniversary; minus     
       
    6. The amount of any transfers from the Fixed Account to the Variable
       Account since the previous Monthly Anniversary; minus     
       
    7. The portion of any Partial Surrenders (including surrender charges)
       or charges for any Face Amount decreases allocated to the Fixed
       Account since the previous Monthly Anniversary; minus     
       
    8. The portion of the Monthly Deduction allocated to the Fixed Account
       since the previous Monthly Anniversary.     
 
                                DEATH BENEFITS
 
  If the Insured dies while the Policy is in force and prior to the Maturity
Date, we will pay the Death Benefit upon receipt at our Administrative Office
of satisfactory proof of the Insured's death. See "Requesting Payment." The
Death Benefit will be paid to the Beneficiary.
   
  AMOUNT OF DEATH BENEFIT PAYABLE. The amount of Death Benefit payable is the
amount of insurance determined under the Death Benefit Option in effect on the
date of the Insured's death, plus any supplemental benefits provided by
Riders, minus any Loan Balance on that date and, if the date of death occurred
during a grace period, minus the past due Monthly Deductions. Under certain
circumstances, the amount of the Death Benefit may be further adjusted. See
"Incontestability" and "Misstatement of Age or Sex."     
 
  DEATH BENEFIT OPTIONS. Under Option A, the Death Benefit is the greater of
(1) the Face Amount at the beginning of the Policy Month when the death
occurs, or (2) the Policy Value on the date of death multiplied by the
applicable factor from the table of Death Benefit Factors below. Under Option
 
                                      20
<PAGE>
 
B, the Death Benefit is the greater of (1) the Face Amount at the beginning of
the Policy Month when the death occurs plus the Policy Value on the date of
death, or (2) the Policy Value on the date of death multiplied by the
applicable factor from the table of Death Benefit Factors below. The factor is
2.50 up to Attained Age 40 and declines thereafter as the Insured's Attained
Age increases. The Death Benefit Factors are based on current requirements
under the Internal Revenue Code. We reserve the right to change the table if
the Death Benefit Factors currently in effect become inconsistent with any
federal income tax laws and/or regulations.
 
<TABLE>
<CAPTION>
                          DEATH BENEFIT FACTORS
- ---------------------------------------------------------------------------------------
ATTAINED AGE     FACTOR       ATTAINED AGE       FACTOR       ATTAINED AGE       FACTOR
- ------------     ------       ------------       ------       ------------       ------
<S>              <C>          <C>                <C>          <C>                <C>
    0-40          2.50             54             1.57             68             1.17
     41           2.43             55             1.50             69             1.16
     42           2.36             56             1.46             70             1.15
     43           2.29             57             1.42             71             1.13
     44           2.22             58             1.38             72             1.11
     45           2.15             59             1.34             73             1.09
     46           2.09             60             1.30             74             1.07
     47           2.03             61             1.28           75-90            1.05
     48           1.97             62             1.26             91             1.04
     49           1.91             63             1.24             92             1.03
     50           1.85             64             1.22             93             1.02
     51           1.78             65             1.20             94             1.01
     52           1.71             66             1.19            95+             1.00
     53           1.64             67             1.18
</TABLE>
 
  Under Option A, the Death Benefit ordinarily will not change. Under Option
B, the Death Benefit will vary directly with the investment performance of the
Policy Value. To see how and when investment performance may begin to affect
the Death Benefit, please see the hypothetical illustrations.
 
  CHANGING THE DEATH BENEFIT OPTION. You select the Death Benefit Option when
you apply for the Policy. After the Policy has been in force at least one
year, you may change the Death Benefit Option on your Policy subject to the
following rules:
 
  (1) each change must be submitted by written request received by our
      Administrative Office;
 
  (2) once the Death Benefit Option has been changed, it cannot be changed
      again for one year;
 
  (3) if Death Benefit Option A is changed to Option B, the total Death
      Benefit will remain the same, and the Face Amount will be decreased by
      an amount equal to the Policy Value on the date of the change;
 
  (4) if Death Benefit Option B is changed to Option A, the total Death
      Benefit will remain the same, and the Face Amount will be increased by
      an amount equal to the Policy Value on the date of the change. The risk
      class for the last Face Amount portion to go into effect which is still
      in force will apply to the Face Amount increase.
 
  The effective date of the change will be the Monthly Anniversary on or
following the date when we approve the request for the change. We will send
you revised Policy Data pages reflecting the new Death Benefit Option and the
effective date of the change.
 
  CHANGING THE FACE AMOUNT. You select the Face Amount when you apply for the
Policy. The minimum Face Amount for the Policy is $50,000. You may change the
Face Amount on any Monthly Anniversary after the Policy has been in force at
least one year, subject to the following requirements.
 
                                      21
<PAGE>
 
Once the Face Amount has been changed, it cannot be changed again for the next
12 months. No change will be permitted that may result in your Policy being
disqualified as a life insurance contract under Section 7702 of the Code.
Changing the Face Amount of the Policy may have tax consequences. See "Tax
Considerations" below.
 
  To increase the Face Amount, you must: submit an application for the
increase; submit proof satisfactory to us that the insured is an insurable
risk; and pay any additional premium that is required. The Face Amount cannot
be increased after the Insured reaches age 75. Each Face Amount increase must
be at least $25,000. A Face Amount increase will take effect on the Monthly
Anniversary on or following the day we approve the application for the
increase.
   
  The risk class that applies for any Face Amount increase may be different
from the risk class that applies for the initial Face Amount. Upon an increase
in Face Amount, the minimum monthly premium will be increased, and additional
surrender charges equal to the Face Amount increase (in $1,000s) multiplied by
the surrender charge factors listed above under "Surrender Charge" will apply
through the end of the 16th year following the increase. If the Face Amount is
increased, the cost of insurance will also increase due to the increased Death
Benefit.     
 
  You may decrease the Face Amount by submitting a written request. The Face
Amount may not be decreased below the Policy's minimum Face Amount. The
Minimum Monthly Premium for your Policy will be reduced to reflect the
decrease. Any decrease will take effect on the later of: (1) the Monthly
Anniversary on or following the day we receive the request; or (2) the Monthly
Anniversary one year after the date of the last change in Face Amount. A Face
Amount decrease will be used to reduce any previous Face Amount increases then
in effect starting with the latest increase and continuing in the reverse
order in which the increases were made. If any portion of the decrease is left
after all Face Amount increases have been reduced, it will be used to reduce
the initial Face Amount.
 
  We will deduct a charge from the Policy Value each time the Face Amount is
decreased. The amount of this charge is the lesser of: (1) the Reduction
Percentage multiplied by the surrender charge for each Face Amount portion
reduced; or (2) the Policy Value when the decrease is made. The Reduction
Percentage for each Face Amount portion reduced is the amount of the Face
Amount decrease divided by the Face Amount in effect before the decrease. The
charge will be deducted for each Face Amount portion reduced.
 
  After the Face Amount is decreased, future surrender charges for each Face
Amount portion for which a charge is deducted will be reduced by the surrender
charges shown for that Face Amount portion, multiplied by the Reduction
Percentage.
   
  EFFECT OF PARTIAL SURRENDERS ON THE DEATH BENEFIT. A Partial Surrender will
affect your Death Benefit in the following respects. If Death Benefit Option A
is in effect, the Face Amount will be reduced by the Partial Surrender amount.
If the Face Amount reflects increases in the initial Face Amount, any Partial
Surrender will reduce first the most recent increase, and then the next most
recent increase, if any, in reverse order, and finally the initial Face
Amount. If Death Benefit Option B is in effect, the total Death Benefit is
also reduced by the Partial Surrender amount, but the Face Amount is not
affected.     
 
  CHANGING THE BENEFICIARY. You designate the Beneficiary(ies) when you apply
for the Policy. You may change the designated Beneficiary by submitting a
satisfactory written request to us. The change will take effect on the date
the request was signed, but it will not apply to payments we make before we
accept the written request. If the Insured dies and there is no surviving
Beneficiary, the Insured's estate will be the Beneficiary.
 
                                      22
<PAGE>
 
                          HYPOTHETICAL ILLUSTRATIONS
 
  The following illustrations show how certain values under a sample Policy
change with assumed investment performance over an extended period of time. In
particular, they illustrate how Policy Values, Net Cash Surrender Values and
Death Benefits under a Policy covering an Insured of a given Attained Age on
the Policy Date, would vary over time if planned premiums were paid annually
and the return on the assets in the Investment Divisions were a uniform gross
annual rate of 0%, 6% or 12%, before deduction of any fees and charges,
including Portfolio fees and charges. The tables also show planned premiums
accumulated at 5% interest. The values under a Policy would be different from
those shown if the returns averaged 0%, 6% or 12% but fluctuated over and
under those averages throughout the years shown. The hypothetical investment
rates of return are illustrative only and should not be deemed a
representation of past or future investment rates of return. Actual rates of
return for a particular Policy may be more or less than the hypothetical
investment rates of return used in the illustrations.
 
  The illustrations assume an average annual expense ratio of 0.76% of the
average daily net assets of the Portfolios available under the Policies, based
on the expense ratios of each of the Portfolios for the last fiscal year of
operations (other than Science and Technology which is based on an estimated
expense ratio). For information on Portfolio expenses, see the prospectus for
the Portfolios accompanying this prospectus. The current illustrations also
reflect the 0.90% mortality and expense risk charge to the Variable Account
during the first 10 Policy Years, and 0.70% thereafter. The guaranteed
illustrations reflect the 0.90% maximum mortality and expense risk charge and
the $7.50 maximum monthly administrative charge for all Policy Years. After
deduction of estimated Portfolio expenses and the current mortality and
expense risk charge, the illustrated gross annual investment rates of return
of 0%, 6% and 12% would correspond to approximate net annual rates of return
for the Investment Divisions of -1.66%, 4.34% and 10.34%, respectively in
Policy Years 1 through 10 and -1.46%, 4.54%, and 10.54%, respectively
thereafter.
   
  The illustrations also reflect the deduction of the 3.5% premium expense
charge and the Monthly Deduction for the hypothetical Insured. Our current
charges and the higher guaranteed charges we have the contractual right to
charge are reflected in separate illustrations on each of the following pages.
All the illustrations reflect the fact that no charges for Federal or state
income taxes are currently made against the Variable Account and assume no
Loan Balance or charges for supplemental benefits.     
 
  Upon request, we will furnish a comparable illustration based upon the
proposed Insured's individual circumstances. Such illustrations may assume
different hypothetical rates of return than those illustrated in the following
tables.
 
                                      23
<PAGE>
 
                    MALE ISSUE AGE 35, STANDARD NON-TOBACCO
                             $1,000 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION A
                                CURRENT CHARGES
 
<TABLE>
<CAPTION>
 PREMIUMS       DEATH BENEFITS          POLICY VALUES       SURRENDER VALUES
  YR+INT    ----------------------- --------------------- ---------------------
   @ 5%       0%      6%      12%     0%     6%     12%     0%     6%     12%
- ----------- ------- ------- ------- ------ ------ ------- ------ ------ -------
<S>  <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>    <C>    <C>
  1   1,050 100,000 100,000 100,000    708    758     808      8     58     108
  2   2,153 100,000 100,000 100,000  1,397  1,541   1,690    697    841     990
  3   3,310 100,000 100,000 100,000  2,064  2,346   2,653  1,364  1,646   1,953
  4   4,526 100,000 100,000 100,000  2,709  3,176   3,703  2,009  2,476   3,003
  5   5,802 100,000 100,000 100,000  3,333  4,030   4,850  2,633  3,330   4,150
  6   7,142 100,000 100,000 100,000  3,931  4,906   6,100  3,295  4,270   5,464
  7   8,549 100,000 100,000 100,000  4,509  5,810   7,469  3,936  5,237   6,896
  8  10,027 100,000 100,000 100,000  5,068  6,744   8,972  4,559  6,235   8,463
  9  11,578 100,000 100,000 100,000  5,615  7,717  10,628  5,169  7,271  10,182
 10  13,207 100,000 100,000 100,000  6,149  8,729  12,454  5,767  8,347  12,072
 11  14,917 100,000 100,000 100,000  6,678  9,794  14,489  6,359  9,476  14,171
 12  16,713 100,000 100,000 100,000  7,186 10,897  16,730  6,931 10,643  16,475
 13  18,599 100,000 100,000 100,000  7,673 12,039  19,199  7,482 11,848  19,008
 14  20,579 100,000 100,000 100,000  8,143 13,224  21,924  8,016 13,096  21,796
 15  22,657 100,000 100,000 100,000  8,602 14,461  24,939  8,538 14,397  24,875
 16  24,840 100,000 100,000 100,000  9,040 15,743  28,267  9,040 15,743  28,267
 17  27,132 100,000 100,000 100,000  9,441 17,057  31,930  9,441 17,057  31,930
 18  29,539 100,000 100,000 100,000  9,807 18,406  35,968  9,807 18,406  35,968
 19  32,066 100,000 100,000 100,000 10,129 19,785  40,419 10,129 19,785  40,419
 20  34,719 100,000 100,000 100,000 10,408 21,196  45,331 10,408 21,196  45,331
 21  37,505 100,000 100,000 100,000 10,637 22,637  50,756 10,637 22,637  50,756
 22  40,430 100,000 100,000 100,000 10,814 24,105  56,755 10,814 24,105  56,755
 23  43,502 100,000 100,000 100,000 10,925 25,595  63,393 10,925 25,595  63,393
 24  46,727 100,000 100,000 100,000 10,973 27,108  70,752 10,973 27,108  70,752
 25  50,113 100,000 100,000 105,734 10,939 28,635  78,906 10,939 28,635  78,906
 26  53,669 100,000 100,000 114,271 10,825 30,178  87,901 10,825 30,178  87,901
 27  57,403 100,000 100,000 125,179 10,610 31,725  97,796 10,610 31,725  97,796
 28  61,323 100,000 100,000 136,943 10,297 33,282 108,685 10,297 33,282 108,685
 29  65,439 100,000 100,000 149,625  9,863 34,837 120,665  9,863 34,837 120,665
 30  69,761 100,000 100,000 163,295  9,295 36,385 133,848  9,295 36,385 133,848
</TABLE>
 
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time.
 
                                      24
<PAGE>
 
                    MALE ISSUE AGE 50, STANDARD NON-TOBACCO
                             $2,500 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION A
                                CURRENT CHARGES
 
<TABLE>
<CAPTION>
                  DEATH BENEFITS          POLICY VALUES         SURRENDER VALUES
  PREMIUMS    ----------------------- ---------------------- ----------------------
 YR+INT @ 5%    0%      6%      12%     0%     6%      12%     0%     6%      12%
- ------------- ------- ------- ------- ------ ------- ------- ------ ------- -------
<S>  <C>      <C>     <C>     <C>     <C>    <C>     <C>     <C>    <C>     <C>
   1    2,625 100,000 100,000 100,000  1,844   1,971   2,098    844     971   1,098
   2    5,381 100,000 100,000 100,000  3,622   3,990   4,374  2,622   2,990   3,374
   3    8,275 100,000 100,000 100,000  5,360   6,087   6,876  4,360   5,087   5,876
   4   11,314 100,000 100,000 100,000  7,045   8,252   9,615  6,045   7,252   8,615
   5   14,505 100,000 100,000 100,000  8,658  10,468  12,596  7,658   9,468  11,596
   6   17,855 100,000 100,000 100,000 10,216  12,756  15,865  9,307  11,847  14,956
   7   21,373 100,000 100,000 100,000 11,704  15,103  19,439 10,886  14,285  18,621
   8   25,066 100,000 100,000 100,000 13,111  17,502  23,345 12,383  16,775  22,617
   9   28,945 100,000 100,000 100,000 14,437  19,959  27,623 13,801  19,323  26,987
  10   33,017 100,000 100,000 100,000 15,676  22,471  32,315 15,131  21,926  31,769
  11   37,293 100,000 100,000 100,000 16,840  25,073  37,530 16,386  24,618  37,075
  12   41,782 100,000 100,000 100,000 17,913  27,741  43,289 17,549  27,377  42,925
  13   46,497 100,000 100,000 100,000 18,939  30,526  49,699 18,666  30,253  49,426
  14   51,446 100,000 100,000 100,000 19,945  33,457  56,860 19,763  33,275  56,678
  15   56,644 100,000 100,000 100,000 20,917  36,533  64,858 20,826  36,442  64,767
  16   62,101 100,000 100,000 100,000 21,695  39,639  73,741 21,695  39,639  73,741
  17   67,831 100,000 100,000 100,000 22,333  42,828  83,675 22,333  42,828  83,675
  18   73,848 100,000 100,000 111,738 22,834  46,119  94,693 22,834  46,119  94,693
  19   80,165 100,000 100,000 124,962 23,186  49,521 106,805 23,186  49,521 106,805
  20   86,798 100,000 100,000 139,332 23,354  53,034 120,114 23,354  53,034 120,114
  21   93,763 100,000 100,000 154,953 23,340  56,685 134,742 23,340  56,685 134,742
  22  101,076 100,000 100,000 170,466 23,089  60,475 150,855 23,089  60,475 150,855
  23  108,755 100,000 100,000 187,178 22,601  64,440 168,629 22,601  64,440 168,629
  24  116,818 100,000 100,000 205,202 21,846  68,611 188,259 21,846  68,611 188,259
  25  125,284 100,000 100,000 224,660 20,749  73,009 209,963 20,749  73,009 209,963
  26  134,173 100,000 100,000 245,711 19,290  77,693 234,010 19,290  77,693 234,010
  27  143,506 100,000 100,000 273,470 17,365  82,712 260,447 17,365  82,712 260,447
  28  153,307 100,000 100,000 303,977 14,935  88,152 289,502 14,935  88,152 289,502
  29  163,597 100,000 100,000 337,475 11,850  94,108 321,405 11,850  94,108 321,405
  30  174,402 100,000 105,490 374,247  8,048 100,467 356,425  8,048 100,467 356,425
</TABLE>
 
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time.
 
                                      25
<PAGE>
 
                    MALE ISSUE AGE 35, STANDARD NON-TOBACCO
                             $1,000 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION A
                              GUARANTEED CHARGES
 
<TABLE>
<CAPTION>
                 DEATH BENEFITS         POLICY VALUES       SURRENDER VALUES
  PREMIUMS   ----------------------- -------------------- --------------------
YR+INT @ 5%    0%      6%      12%    0%     6%     12%    0%     6%     12%
- ------------ ------- ------- ------- ----- ------ ------- ----- ------ -------
<S>  <C>     <C>     <C>     <C>     <C>   <C>    <C>     <C>   <C>    <C>
   1   1,050 100,000 100,000 100,000   678    727     776     0     27      76
   2   2,153 100,000 100,000 100,000 1,338  1,478   1,623   638    778     923
   3   3,310 100,000 100,000 100,000 1,976  2,250   2,547 1,276  1,550   1,847
   4   4,526 100,000 100,000 100,000 2,592  3,044   3,554 1,892  2,344   2,854
   5   5,802 100,000 100,000 100,000 3,187  3,860   4,652 2,487  3,160   3,952
   6   7,142 100,000 100,000 100,000 3,756  4,697   5,849 3,120  4,060   5,213
   7   8,549 100,000 100,000 100,000 4,300  5,554   7,154 3,727  4,981   6,581
   8  10,027 100,000 100,000 100,000 4,819  6,432   8,578 4,310  5,923   8,069
   9  11,578 100,000 100,000 100,000 5,311  7,330  10,132 4,865  6,885   9,686
  10  13,207 100,000 100,000 100,000 5,775  8,249  11,828 5,393  7,867  11,447
  11  14,917 100,000 100,000 100,000 6,208  9,185  13,681 5,890  8,867  13,363
  12  16,713 100,000 100,000 100,000 6,610 10,140  15,705 6,356  9,885  15,451
  13  18,599 100,000 100,000 100,000 6,979 11,111  17,919 6,788 10,920  17,728
  14  20,579 100,000 100,000 100,000 7,314 12,099  20,342 7,186 11,972  20,215
  15  22,657 100,000 100,000 100,000 7,611 13,102  22,994 7,547 13,038  22,931
  16  24,840 100,000 100,000 100,000 7,867 14,117  25,900 7,867 14,117  25,900
  17  27,132 100,000 100,000 100,000 8,078 15,139  29,084 8,078 15,139  29,084
  18  29,539 100,000 100,000 100,000 8,237 16,165  32,575 8,237 16,165  32,575
  19  32,066 100,000 100,000 100,000 8,338 17,189  36,403 8,338 17,189  36,403
  20  34,719 100,000 100,000 100,000 8,375 18,206  40,609 8,375 18,206  40,609
  21  37,505 100,000 100,000 100,000 8,342 19,210  45,233 8,342 19,210  45,233
  22  40,430 100,000 100,000 100,000 8,232 20,198  50,327 8,232 20,198  50,327
  23  43,502 100,000 100,000 100,000 8,042 21,164  55,950 8,042 21,164  55,950
  24  46,727 100,000 100,000 100,000 7,762 22,102  62,168 7,762 22,102  62,168
  25  50,113 100,000 100,000 100,000 7,381 23,003  69,059 7,381 23,003  69,059
  26  53,669 100,000 100,000 100,000 6,887 23,855  76,712 6,887 23,855  76,712
  27  57,403 100,000 100,000 109,021 6,265 24,649  85,173 6,265 24,649  85,173
  28  61,323 100,000 100,000 119,007 5,493 25,365  94,450 5,493 25,365  94,450
  29  65,439 100,000 100,000 129,732 4,550 25,985 104,623 4,550 25,985 104,623
  30  69,761 100,000 100,000 141,250 3,410 26,491 115,778 3,410 26,491 115,778
</TABLE>
 
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time.
 
 
                                      26
<PAGE>
 
                    MALE ISSUE AGE 50, STANDARD NON-TOBACCO
                             $2,500 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION A
                              GUARANTEED CHARGES
 
<TABLE>
<CAPTION>
                  DEATH BENEFITS          POLICY VALUES       SURRENDER VALUES
  PREMIUMS    ----------------------- --------------------- ---------------------
 YR+INT @ 5%    0%      6%      12%     0%     6%     12%     0%     6%     12%
- ------------- ------- ------- ------- ------ ------ ------- ------ ------ -------
<S>  <C>      <C>     <C>     <C>     <C>    <C>    <C>     <C>    <C>    <C>
   1    2,625 100,000 100,000 100,000  1,774  1,899   2,023    774    899   1,023
   2    5,381 100,000 100,000 100,000  3,483  3,843   4,218  2,483  2,843   3,218
   3    8,275 100,000 100,000 100,000  5,123  5,830   6,597  4,123  4,830   5,597
   4   11,314 100,000 100,000 100,000  6,687  7,856   9,177  5,687  6,856   8,177
   5   14,505 100,000 100,000 100,000  8,174  9,920  11,975  7,174  8,920  10,975
   6   17,855 100,000 100,000 100,000  9,578 12,019  15,014  8,669 11,110  14,105
   7   21,373 100,000 100,000 100,000 10,896 14,152  18,318 10,077 13,333  17,500
   8   25,066 100,000 100,000 100,000 12,126 16,320  21,919 11,398 15,592  21,192
   9   28,945 100,000 100,000 100,000 13,262 18,520  25,850 12,626 17,884  25,213
  10   33,017 100,000 100,000 100,000 14,298 20,750  30,147 13,752 20,204  29,601
  11   37,293 100,000 100,000 100,000 15,223 23,004  34,854 14,769 22,549  34,399
  12   41,782 100,000 100,000 100,000 16,031 25,280  40,022 15,667 24,916  39,658
  13   46,497 100,000 100,000 100,000 16,704 27,569  45,708 16,431 27,296  45,435
  14   51,446 100,000 100,000 100,000 17,228 29,863  51,983 17,046 29,681  51,802
  15   56,644 100,000 100,000 100,000 17,588 32,159  58,935 17,497 32,068  58,844
  16   62,101 100,000 100,000 100,000 17,780 34,463  66,682 17,780 34,463  66,682
  17   67,831 100,000 100,000 100,000 17,776 36,763  75,345 17,776 36,763  75,345
  18   73,848 100,000 100,000 100,400 17,562 39,059  85,085 17,562 39,059  85,085
  19   80,165 100,000 100,000 112,166 17,114 41,348  95,868 17,114 41,348  95,868
  20   86,798 100,000 100,000 124,901 16,399 43,626 107,673 16,399 43,626 107,673
  21   93,763 100,000 100,000 138,682 15,375 45,881 120,593 15,375 45,881 120,593
  22  101,076 100,000 100,000 152,307 13,981 48,102 134,785 13,981 48,102 134,785
  23  108,755 100,000 100,000 166,936 12,142 50,270 150,393 12,142 50,270 150,393
  24  116,818 100,000 100,000 182,667  9,767 52,369 167,584  9,767 52,369 167,584
  25  125,284 100,000 100,000 199,623  6,759 54,390 186,563  6,759 54,390 186,563
  26  134,173 100,000 100,000 217,953  3,012 56,330 207,574  3,012 56,330 207,574
  27  143,506     *** 100,000 242,113    *** 58,187 230,584    *** 58,187 230,584
  28  153,307     *** 100,000 268,556    *** 59,964 255,768    *** 59,964 255,768
  29  163,597     *** 100,000 297,480    *** 61,662 283,315    *** 61,662 283,315
  30  174,402     *** 100,000 329,094    *** 63,272 313,423    *** 63,272 313,423
</TABLE>
   
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time. As indicated by the asterisks, at certain
rates of return additional premium payments will be required to prevent Policy
termination.     
 
                                      27
<PAGE>
 
                    MALE ISSUE AGE 35, STANDARD NON-TOBACCO
                             $1,000 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION B
                                CURRENT CHARGES
 
<TABLE>
<CAPTION>
 PREMIUMS       DEATH BENEFITS          POLICY VALUES       SURRENDER VALUES
  YR+INT    ----------------------- --------------------- ---------------------
   @ 5%       0%      6%      12%     0%     6%     12%     0%     6%     12%
- ----------- ------- ------- ------- ------ ------ ------- ------ ------ -------
<S>  <C>    <C>     <C>     <C>     <C>    <C>    <C>     <C>    <C>    <C>
  1   1,050 100,707 100,756 100,806    707    756     806      7     56     106
  2   2,153 101,393 101,536 101,685  1,393  1,536   1,685    693    836     985
  3   3,310 102,056 102,337 102,641  2,056  2,337   2,641  1,356  1,637   1,941
  4   4,526 102,695 103,159 103,682  2,695  3,159   3,682  1,995  2,459   2,982
  5   5,802 103,312 104,003 104,817  3,312  4,003   4,817  2,612  3,303   4,117
  6   7,142 103,900 104,866 106,048  3,900  4,866   6,048  3,264  4,230   5,412
  7   8,549 104,467 105,753 107,393  4,467  5,753   7,393  3,894  5,180   6,821
  8  10,027 105,013 106,667 108,864  5,013  6,667   8,864  4,504  6,158   8,355
  9  11,578 105,545 107,615 110,481  5,545  7,615  10,481  5,100  7,170  10,035
 10  13,207 106,064 108,599 112,257  6,064  8,599  12,257  5,682  8,217  11,875
 11  14,917 106,574 109,630 114,230  6,574  9,630  14,230  6,256  9,312  13,912
 12  16,713 107,061 110,692 116,393  7,061 10,692  16,393  6,807 10,438  16,139
 13  18,599 107,526 111,786 118,766  7,526 11,786  18,766  7,335 11,595  18,575
 14  20,579 107,970 112,915 121,372  7,970 12,915  21,372  7,843 12,788  21,245
 15  22,657 108,402 114,089 124,245  8,402 14,089  24,245  8,338 14,025  24,182
 16  24,840 108,811 115,299 127,401  8,811 15,299  27,401  8,811 15,299  27,401
 17  27,132 109,178 116,525 130,849  9,178 16,525  30,849  9,178 16,525  30,849
 18  29,539 109,504 117,771 134,620  9,504 17,771  34,620  9,504 17,771  34,620
 19  32,066 109,782 119,028 138,739  9,782 19,028  38,739  9,782 19,028  38,739
 20  34,719 110,011 120,294 143,240 10,011 20,294  43,240 10,011 20,294  43,240
 21  37,505 110,184 121,564 148,158 10,184 21,564  48,158 10,184 21,564  48,158
 22  40,430 110,297 122,832 153,529 10,297 22,832  53,529 10,297 22,832  53,529
 23  43,502 110,338 124,083 159,386 10,338 24,083  59,386 10,338 24,083  59,386
 24  46,727 110,306 125,317 165,779 10,306 25,317  65,779 10,306 25,317  65,779
 25  50,113 110,184 126,513 172,746 10,184 26,513  72,746 10,184 26,513  72,746
 26  53,669 109,972 127,669 180,344  9,972 27,669  80,344  9,972 27,669  80,344
 27  57,403 109,651 128,759 188,616  9,651 28,759  88,616  9,651 28,759  88,616
 28  61,323 109,223 129,784 197,637  9,223 29,784  97,637  9,223 29,784  97,637
 29  65,439 108,666 130,717 207,457  8,666 30,717 107,457  8,666 30,717 107,457
 30  69,761 107,968 131,536 218,146  7,968 31,536 118,146  7,968 31,536 118,146
</TABLE>
 
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time.
 
                                      28
<PAGE>
 
                    MALE ISSUE AGE 50, STANDARD NON-TOBACCO
                             $2,500 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION B
                                CURRENT CHARGES
 
<TABLE>
<CAPTION>
                  DEATH BENEFITS          POLICY VALUES       SURRENDER VALUES
  PREMIUMS    ----------------------- --------------------- ---------------------
 YR+INT @ 5%    0%      6%      12%     0%     6%     12%     0%     6%     12%
- ------------- ------- ------- ------- ------ ------ ------- ------ ------ -------
<S>  <C>      <C>     <C>     <C>     <C>    <C>    <C>     <C>    <C>    <C>
   1    2,625 101,834 101,960 102,086  1,834  1,960   2,086    834    960   1,086
   2    5,381 103,591 103,956 104,337  3,591  3,956   4,337  2,591  2,956   3,337
   3    8,275 105,299 106,018 106,797  5,299  6,018   6,797  4,299  5,018   5,797
   4   11,314 106,943 108,130 109,470  6,943  8,130   9,470  5,943  7,130   8,470
   5   14,505 108,500 110,272 112,354  8,500 10,272  12,354  7,500  9,272  11,354
   6   17,855 109,989 112,462 115,488  9,989 12,462  15,488  9,080 11,553  14,579
   7   21,373 111,391 114,681 118,876 11,391 14,681  18,876 10,573 13,863  18,058
   8   25,066 112,691 116,915 122,528 12,691 16,915  22,528 11,964 16,188  21,801
   9   28,945 113,890 119,163 126,469 13,890 19,163  26,469 13,254 18,526  25,833
  10   33,017 114,977 121,412 130,716 14,977 21,412  30,716 14,432 20,866  30,171
  11   37,293 115,957 123,678 135,338 15,957 23,678  35,338 15,502 23,224  34,884
  12   41,782 116,814 125,936 140,330 16,814 25,936  40,330 16,450 25,572  39,966
  13   46,497 117,605 128,240 145,786 17,605 28,240  45,786 17,333 27,967  45,513
  14   51,446 118,362 130,624 151,789 18,362 30,624  51,789 18,180 30,442  51,607
  15   56,644 119,066 133,072 158,375 19,066 33,072  58,375 18,975 32,982  58,285
  16   62,101 119,509 135,372 165,384 19,509 35,372  65,384 19,509 35,372  65,384
  17   67,831 119,762 137,586 172,931 19,762 37,586  72,931 19,762 37,586  72,931
  18   73,848 119,831 139,713 181,076 19,831 39,713  81,076 19,831 39,713  81,076
  19   80,165 119,700 141,731 189,860 19,700 41,731  89,860 19,700 41,731  89,860
  20   86,798 119,324 143,585 199,303 19,324 43,585  99,303 19,324 43,585  99,303
  21   93,763 118,714 145,275 209,477 18,714 45,275 109,477 18,714 45,275 109,477
  22  101,076 117,802 146,721 220,387 17,802 46,721 120,387 17,802 46,721 120,387
  23  108,755 116,600 147,919 232,114 16,600 47,919 132,114 16,600 47,919 132,114
  24  116,818 115,082 148,826 244,714 15,082 48,826 144,714 15,082 48,826 144,714
  25  125,284 113,172 149,346 258,191 13,172 49,346 158,191 13,172 49,346 158,191
  26  134,173 110,874 149,461 272,637 10,874 49,461 172,637 10,874 49,461 172,637
  27  143,506 108,093 149,048 288,045  8,093 49,048 188,045  8,093 49,048 188,045
  28  153,307 104,836 148,084 304,515  4,836 48,084 204,515  4,836 48,084 204,515
  29  163,597 100,991 146,420 322,033    991 46,420 222,033    991 46,420 222,033
  30  174,402     *** 144,035 340,718    *** 44,035 240,718    *** 44,035 240,718
</TABLE>
   
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time. As indicated by the asterisks, at certain
rates of return additional premium payments will be required to prevent Policy
termination.     
 
                                      29
<PAGE>
 
                    MALE ISSUE AGE 35, STANDARD NON-TOBACCO
                             $1,000 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION B
                              GUARANTEED CHARGES
 
<TABLE>
<CAPTION>
 PREMIUMS       DEATH BENEFITS         POLICY VALUES     SURRENDER VALUES
  YR+INT    ----------------------- ------------------- -------------------
   @ 5%       0%      6%      12%    0%     6%    12%    0%     6%    12%
- ----------- ------- ------- ------- ----- ------ ------ ----- ------ ------
<S>  <C>    <C>     <C>     <C>     <C>   <C>    <C>    <C>   <C>    <C>
  1   1,050 100,677 100,726 100,774   677    726    774     0     26     74
  2   2,153 101,334 101,473 101,618 1,334  1,473  1,618   634    773    918
  3   3,310 101,968 102,240 102,536 1,968  2,240  2,536 1,268  1,540  1,836
  4   4,526 102,579 103,027 103,534 2,579  3,027  3,534 1,879  2,327  2,834
  5   5,802 103,166 103,834 104,620 3,166  3,834  4,620 2,466  3,134  3,920
  6   7,142 103,726 104,658 105,799 3,726  4,658  5,799 3,090  4,021  5,163
  7   8,549 104,259 105,499 107,080 4,259  5,499  7,080 3,687  4,926  6,507
  8  10,027 104,765 106,356 108,472 4,765  6,356  8,472 4,256  5,847  7,963
  9  11,578 105,241 107,229 109,985 5,241  7,229  9,985 4,796  6,784  9,539
 10  13,207 105,687 108,116 111,628 5,687  8,116 11,628 5,305  7,734 11,246
 11  14,917 106,100 109,014 113,412 6,100  9,014 13,412 5,782  8,696 13,094
 12  16,713 106,478 109,923 115,349 6,478  9,923 15,349 6,224  9,668 15,095
 13  18,599 106,820 110,839 117,453 6,820 10,839 17,453 6,629 10,648 17,263
 14  20,579 107,124 111,761 119,738 7,124 11,761 19,738 6,997 11,634 19,611
 15  22,657 107,387 112,686 122,219 7,387 12,686 22,219 7,323 12,623 22,155
 16  24,840 107,605 113,609 124,911 7,605 13,609 24,911 7,605 13,609 24,911
 17  27,132 107,773 114,523 127,828 7,773 14,523 27,828 7,773 14,523 27,828
 18  29,539 107,884 115,421 130,988 7,884 15,421 30,988 7,884 15,421 30,988
 19  32,066 107,932 116,294 134,405 7,932 16,294 34,405 7,932 16,294 34,405
 20  34,719 107,910 117,133 138,100 7,910 17,133 38,100 7,910 17,133 38,100
 21  37,505 107,812 117,929 142,091 7,812 17,929 42,091 7,812 17,929 42,091
 22  40,430 107,631 118,673 146,402 7,631 18,673 46,402 7,631 18,673 46,402
 23  43,502 107,365 119,358 151,060 7,365 19,358 51,060 7,365 19,358 51,060
 24  46,727 107,005 119,969 156,090 7,005 19,969 56,090 7,005 19,969 56,090
 25  50,113 106,539 120,493 161,517 6,539 20,493 61,517 6,539 20,493 61,517
 26  53,669 105,957 120,910 167,368 5,957 20,910 67,368 5,957 20,910 67,368
 27  57,403 105,246 121,203 173,670 5,246 21,203 73,670 5,246 21,203 73,670
 28  61,323 104,387 121,343 180,449 4,387 21,343 80,449 4,387 21,343 80,449
 29  65,439 103,361 121,302 187,729 3,361 21,302 87,729 3,361 21,302 87,729
 30  69,761 102,150 121,051 195,540 2,150 21,051 95,540 2,150 21,051 95,540
</TABLE>
 
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time.
 
                                      30
<PAGE>
 
                    MALE ISSUE AGE 50, STANDARD NON-TOBACCO
                             $2,500 ANNUAL PREMIUM
                        $100,000 FACE AMOUNT, OPTION B
                              GUARANTEED CHARGES
 
<TABLE>
<CAPTION>
                  DEATH BENEFITS          POLICY VALUES       SURRENDER VALUES
  PREMIUMS    ----------------------- --------------------- ---------------------
 YR+INT @ 5%    0%      6%      12%     0%     6%     12%     0%     6%     12%
- ------------- ------- ------- ------- ------ ------ ------- ------ ------ -------
<S>  <C>      <C>     <C>     <C>     <C>    <C>    <C>     <C>    <C>    <C>
   1    2,625 101,763 101,887 102,011  1,763  1,887   2,011    763    887   1,011
   2    5,381 103,451 103,807 104,179  3,451  3,807   4,179  2,451  2,807   3,179
   3    8,275 105,057 105,754 106,511  5,057  5,754   6,511  4,057  4,754   5,511
   4   11,314 106,575 107,722 109,017  6,575  7,722   9,017  5,575  6,722   8,017
   5   14,505 107,999 109,702 111,707  7,999  9,702  11,707  6,999  8,702  10,707
   6   17,855 109,323 111,689 114,590  9,323 11,689  14,590  8,414 10,780  13,681
   7   21,373 110,542 113,675 117,680 10,542 13,675  17,680  9,724 12,856  16,861
   8   25,066 111,651 115,654 120,991 11,651 15,654  20,991 10,924 14,927  20,264
   9   28,945 112,644 117,616 124,537 12,644 17,616  24,537 12,007 16,980  23,900
  10   33,017 113,508 119,548 128,327 13,508 19,548  28,327 12,963 19,002  27,782
  11   37,293 114,235 121,435 132,374 14,235 21,435  32,374 13,780 20,980  31,919
  12   41,782 114,811 123,259 136,688 14,811 23,259  36,688 14,447 22,896  36,324
  13   46,497 115,217 124,998 141,274 15,217 24,998  41,274 14,945 24,725  41,001
  14   51,446 115,436 126,624 146,136 15,436 26,624  46,136 15,255 26,442  45,955
  15   56,644 115,450 128,111 151,283 15,450 28,111  51,283 15,359 28,020  51,192
  16   62,101 115,254 129,446 156,733 15,254 29,446  56,733 15,254 29,446  56,733
  17   67,831 114,821 130,591 162,487 14,821 30,591  62,487 14,821 30,591  62,487
  18   73,848 114,136 131,518 168,554 14,136 31,518  68,554 14,136 31,518  68,554
  19   80,165 113,182 132,195 174,945 13,182 32,195  74,945 13,182 32,195  74,945
  20   86,798 111,931 132,578 181,656 11,931 32,578  81,656 11,931 32,578  81,656
  21   93,763 110,345 132,610 188,678 10,345 32,610  88,678 10,345 32,610  88,678
  22  101,076 108,378 132,224 195,985  8,378 32,224  95,985  8,378 32,224  95,985
  23  108,755 105,972 131,334 203,538  5,972 31,334 103,538  5,972 31,334 103,538
  24  116,818 103,068 129,850 211,294  3,068 29,850 111,294  3,068 29,850 111,294
  25  125,284     *** 127,690 219,211    *** 27,690 119,211    *** 27,690 119,211
  26  134,173     *** 124,777 227,260    *** 24,777 127,260    *** 24,777 127,260
  27  143,506     *** 121,036 235,409    *** 21,036 135,409    *** 21,036 135,409
  28  153,307     *** 116,396 243,631    *** 16,396 143,631    *** 16,396 143,631
  29  163,597     *** 110,774 251,889    *** 10,774 151,889    *** 10,774 151,889
  30  174,402     *** 104,059 260,116    ***  4,059 160,116    ***  4,059 160,116
</TABLE>
   
  The hypothetical investment rates of return shown above are illustrative
only and should not be deemed a representation of past or future investment
rates of return. Actual rate of return may be more or less than those shown
and will depend on a number of factors, including the investment allocations
made by an Owner and the investment experience of the Portfolios. The Death
Benefit, Policy Value and Surrender Value for a Policy would be different from
those shown if the actual gross annual rates of return averaged 0%, 6% or 12%
over a period of years, but also fluctuated above or below those averages for
individual Policy Years. They would also be different if any Policy Loans or
Partial Surrenders were made. No representations can be made by United
Investors Life Insurance Company or the Variable Account or the Portfolios
that these hypothetical rates of return can be achieved for any one year or
sustained over a period of time. As indicated by the asterisks, at certain
rates of return additional premium payments will be required to prevent Policy
termination.     
 
                                      31
<PAGE>
 
                              TAX CONSIDERATIONS
 
     THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE
 
  Introduction. The following summary provides a general description of the
federal income tax considerations relating to the Policy. This summary is
based upon United Investors' understanding of the present federal income tax
laws as they are currently interpreted by the Internal Revenue Service
("IRS"). Because of the complexity of such laws and the fact that tax results
will vary according to the factual status of the specific policy involved, tax
advice from a qualified tax advisor may be needed by a person contemplating
the purchase of a Policy or the exercise of elections under the Policy. It
should therefore be understood that these comments concerning federal income
tax consequences are not an exhaustive discussion of all tax questions that
might arise under the Policy. Further, these comments do not take into account
any federal estate tax and gift, state, or local tax considerations which may
be involved in the purchase of a Policy or the exercise of elections under the
Policy. For complete information on such federal and state tax considerations,
a qualified tax advisor should be consulted. United Investors does not make
any guarantee regarding the tax status of any policy and the following summary
is not intended as tax advice.
 
TAX STATUS OF THE POLICY
 
  Section 7702 of the Code sets forth a definition of a life insurance
contract for federal tax purposes. In addition, the Technical and
Miscellaneous Revenue Act of 1988 ("TAMRA") established certain new
requirements with respect to the mortality (i.e., cost of insurance) and other
expense charges that are to be used in determining compliance with Section
7702. The Secretary of the Treasury has issued proposed regulations that would
specify what will be considered reasonable mortality charges for Policies
subject to TAMRA. However, these proposed regulations do not address other
expense charges. If a Policy were determined not to be a life insurance
contract for purposes of Section 7702, such Policy would not provide most of
the tax advantages normally provided by a life insurance policy. (See "Tax
Treatment of Policy Benefits.")
   
  With respect to a Policy that is issued on the basis of a standard risk
class or a risk class involving a lower mortality risk (i.e., a preferred
basis), while there is some uncertainty due to the lack of guidance on other
expense charges, United Investors nonetheless believes that such a Policy
should meet the Section 7702 definition of a life insurance contract. However,
with respect to a Policy that is issued on a substandard basis (i.e., a risk
class involving higher than standard mortality risk), it remains unclear
whether or not such a Policy would satisfy Section 7702, particularly if the
Owner pays the full amount of premiums permitted under the Policy.     
 
  If it is subsequently determined that a Policy does not satisfy Section
7702, United Investors will take all steps possible in order to attempt to
cause such a Policy to comply with Section 7702, including possibly refunding
any premiums paid that exceed the limitations allowable under Section 7702
(together with interest or other earnings on any such premiums refunded as
required by law). For these reasons, United Investors reserves the right to
modify the Policy as necessary to qualify it as a life insurance contract
under Section 7702.
 
  Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for federal tax purposes. The Variable Account, through the
Fund, intends to comply with the diversification requirements prescribed by
the Treasury in Treas. Reg. Section 1.817-5, which affect how the Fund's
assets may be invested. Although the Fund's investment adviser and United
Investors are both indirectly owned by Torchmark Corporation, United Investors
does not control the Fund or its investments. United Investors, however,
believes that the Fund will be operated in compliance with the requirements
prescribed by the Treasury.
 
                                      32
<PAGE>
 
  In certain circumstances, owners of variable contracts may be considered the
owners, for federal income tax purposes, of the assets of the separate account
used to support their contracts. In those circumstances, income and gains from
the separate account assets would be includible in the variable 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 diversifications, 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 Owner), 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 policyowners 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 Owner has additional flexibility in allocating premium
payments and Policy values. These differences could result in an Owner 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 an Owner from being
considered the owner of a pro rata share of the assets of the Variable
Account.
 
  The following discussion assumes that the Policy will qualify as a life
insurance contract for federal income tax purposes.
 
TAX TREATMENT OF POLICY BENEFITS
 
  1. In general. United Investors believes that the proceeds and cash value
increases of a Policy should be treated in a manner consistent with a fixed-
benefit life insurance policy for federal income tax purposes. Thus, the death
benefit under the Policy should be excludable from the gross income of the
Beneficiary under Section 101 (a)(1) of the Code.
 
  The exchange of the Policy, a change of the Policy's Minimum Death Benefit,
a Policy loan, an additional premium payment, a Policy lapse with an
outstanding loan, a change of Owners, or a surrender may have tax consequences
depending on the circumstances. In addition, federal estate and state and
local estate, inheritance, and other tax consequences of ownership or receipt
of Policy proceeds depend upon the circumstances of each Owner or Beneficiary.
A competent tax adviser should be consulted for further information.
 
  Generally, the Owner will not be deemed to be in constructive receipt of the
cash value, including increments thereof, under the Policy until there is a
distribution. The tax consequences of distributions from, and loans taken
from, or secured by, a Policy depend on whether the Policy is classified as a
"modified endowment contract" under Section 7702A. Whether a Policy is or is
not a Modified Endowment Contract, upon a complete surrender or lapse of a
Policy or when benefits are paid at the Maturity Date, if the amount receives
plus the amount of any indebtedness exceeds the total investment in the
Policy, the excess will generally be treated as ordinary income subject to
tax.
 
  2. Modified endowment contracts. A Policy may be treated as a modified
endowment contract depending upon the amount of premiums paid in relation to
the death benefit provided under such
 
                                      33
<PAGE>
 
Policy. The premium limitation rules for determining whether such a Policy is
a modified endowment contract are extremely complex. In general, however, a
Policy will be a modified endowment contract if the accumulated premiums paid
at any time during the first seven Policy Years exceed the sum of the net
level premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums. In addition, if a Policy is "materially changed," it may cause such
Policy to be treated as a modified endowment contract. The material change
rules for determining whether a Policy is a modified endowment contract are
also extremely complex. In general, however, the determination whether a
Policy will be a modified endowment contract after a material change depends
upon the relationship of the death benefit at the time of change to the Cash
Value at the time of such change and the additional premiums paid in the seven
Policy Years starting with the date on which the material change occurs.
 
  The manner in which the premium limitation and material change rules should
be applied to certain features of the Policy and its riders is unclear.
Nonetheless, under our current procedures, the Owner will be notified at the
time a Policy is issued whether, according to our calculations, the Policy is
or is not classified as a modified endowment contract based on the premium
then received. The Owner will also be notified of the amount of the maximum
annual premium which, according to our calculations, can be paid without
causing a Policy to be classified as a modified endowment contract.
 
  Due to the Policy's flexibility, classification of a Policy as a modified
endowment contract will depend upon the circumstances of each Policy.
Accordingly, a prospective Owner should contact a qualified tax adviser before
purchasing a Policy to determine the circumstances under which the Policy
would be a modified endowment contract. In addition, an Owner should contact a
competent tax adviser before making any change to, including an exchange of or
reduction in benefits of, a Policy to determine whether such change would
cause the Policy (or the new policy in the case of an exchange) to be treated
as a modified endowment contract.
 
  If a Policy becomes a modified endowment contract, distributions such as
Partial Surrenders and Policy Loans that occur during the Policy Year it
becomes a modified endowment contract and any subsequent Policy Year will be
taxed as distributions from a modified endowment contract. In addition,
distributions from a Policy within two years before it becomes a modified
endowment contract will be taxed in this manner. This means that a
distribution made from a Policy that is not a modified endowment contract
could later become taxable as a distribution from a modified endowment
contract.
 
  Whether a Policy is or is not a Modified Endowment Contract, upon a complete
surrender or lapse of a Policy or when benefits are paid at the Maturity Date,
if the amount received plus the amount of any indebtedness exceeds the total
investment in the Policy, the excess will generally be treated as ordinary
income subject to tax.
 
  3. Distributions from Policies Classified as Modified Endowment
Contracts. Policies classified as modified endowment contracts will be subject
to the following tax rules: First, all distributions, including distributions
upon surrender and benefits paid at maturity, from such a Policy are treated
as ordinary income subject to tax up to the amount equal to the excess (if
any) of the cash value immediately before the distribution over the investment
in the Policy (described below) at such time. Second, loans taken from, or
secured by, such a Policy (including unpaid loan interest that is added to the
principal of a loan) are treated as distributions from such a Policy and taxed
accordingly. Third, a 10 percent additional tax is imposed on the portion of
any distribution from, or loan taken from or secured by, such a Policy that is
included in income except where the distribution or loan is made on or after
the Owner attains age 59 1/2, is attributable to the Owner's becoming
disabled, or is part of a series of substantially equal periodic payments for
the life (or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and the Owner's Beneficiary.
 
                                      34
<PAGE>
 
  4. Distributions from Policies not Classified as Modified Endowment
Contracts. Distributions (such as Partial Surrenders or Policy Loans) from a
Policy that is not classified as a modified endowment contract are generally
treated as first recovering the investment in the Policy (described below) and
then, only after the return of all such investment in the Policy, as
distributing taxable income. An exception to this general rule occurs in the
case of a decrease in the Policy's death benefit or any other change that
reduces benefits under the Policy in the first 15 years after the Policy is
issued and that results in a cash distribution to the Owner in order for the
Policy to continue complying with the Section 7702 definitional limits. Such a
cash distribution will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.
Loans from, or secured by, a Policy that is not a modified endowment contract
may be treated as indebtedness of the Owner, not as a distribution. Finally,
neither distributions (including distributions upon surrender or lapse) nor
loans from, or secured by, a Policy that is not a modified endowment contract
are subject to the 10% additional income tax.
 
  5. Policy Loan Interest. Interest paid on a Policy Loan generally is not tax
deductible. The Owner should consult a competent tax adviser if the
deductibility of interest paid on a policy loan is an important issue.
 
  6. Investment in the Policy. Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a Policy,
minus (ii) the aggregate amount received under the Policy which is excluded
from the gross income of the Owner (except that the amount of any loan from,
or secured by, a Policy that is a modified endowment contract, to the extent
such amount is excluded from gross income, will be disregarded), plus (iii)
the amount of any loan from, or secured by, a Policy that is a modified
endowment contract to the extent that such amount is included in the gross
income of the Owner.
 
  7. Multiple Policies. All modified endowment contracts that are issued by
United Investors (or its affiliates) to the same Owner during any calendar
year are treated as one modified endowment contract for purposes of
determining the amount includable in gross income under Section 72(e) of the
Code.
 
  8. Other Tax Consequences. The Policy may be used in various arrangements,
including nonqualified deferred compensation or salary continuance plans,
split dollar insurance plans, executive bonus plans, retiree medical benefit
plans and others. The tax consequences of such plans may vary depending on the
particular facts and circumstances of each individual arrangement. Therefore,
if you are contemplating the use of a Policy in any arrangement the value of
which depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.
 
TAXATION OF UNITED INVESTORS
   
  United Investors incurs state and local premium taxes, and federal income
taxes resulting from the treatment of deferred acquisition costs. The amount
of the charge for such taxes is discussed above under "Charges and
Deductions." At the present time, the United Investors makes no charge to the
Variable Account for any other federal, state or local taxes that it incurs
which may be attributable to such Account or to the Policies. United
Investors, however, reserves the right in the future to make a charge for any
such tax or other economic burden resulting from the application of the tax
laws that it determines to be properly attributable to the Variable Account or
to the Policies.     
 
EMPLOYMENT-RELATED BENEFIT PLANS
 
  On July 6, 1983, the Supreme Court held in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII
 
                                      35
<PAGE>
 
of the Civil Rights Act of 1964, vary between men and women on the basis of
sex. The Policies described in this Prospectus contain guaranteed purchase
rates for certain payment options that generally distinguish between men and
women. Accordingly, employers and employee organizations should consider, in
consultation with their legal counsel, the impact of Norris, and Title VII
generally, on any employment-related insurance or benefit program for which a
Policy may be purchased.
 
                            ADDITIONAL INFORMATION
 
  DIRECTORS AND OFFICERS OF UNITED INVESTORS. United Investors is managed by a
board of directors. The following table sets forth the name and principal
occupations during the past five years of each of United Investors's directors
and senior officers. Unless otherwise noted, the address for each person is
United Investors Life Insurance Company, 2001 Third Avenue South, Birmingham,
Alabama 35233.
 
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
 NAME AND POSITION WITH                    PRINCIPAL OCCUPATION
    UNITED INVESTORS                    DURING THE PAST FIVE YEARS
- --------------------------------------------------------------------------------
<S>                       <C>
W. Thomas Aycock          Vice President and Chief Actuary of United
Vice President and Chief  Investors since November 1992. Senior Vice
Actuary, Director         President and Actuary of Associated Doctors Health
                          & Life Insurance Co., December 1990-November 1992.
- --------------------------------------------------------------------------------
Charles T. Clayton, Jr.   Vice President--Agency Division since January 1987.
Vice President
- --------------------------------------------------------------------------------
Michael J. Klyce          Vice President of Torchmark Corporation since
Vice President and        January 1984.
Treasurer
- --------------------------------------------------------------------------------
John H. Livingston        Counsel of United Investors since May 1996.
Director, Secretary and   Secretary of United Investors since December 1994.
Counsel                   Associate Counsel of United Investors, July 1990-
                          April 1996. Associate Counsel of Liberty National Life
                          Insurance Company since October 1986.
- --------------------------------------------------------------------------------
James L. Mayton, Jr.      Vice President & Controller of Liberty National Life
Vice President and        Insurance Company since January 1985.
Controller
- --------------------------------------------------------------------------------
Carol A. McCoy            Assistant Secretary of Torchmark Corporation since
Director                  April 1987. Associate Counsel of Torchmark
                          Corporation since January 1985.
- --------------------------------------------------------------------------------
Anthony L. McWhorter      President of Liberty National Life Insurance Company
Director                  since December 1994. Executive Vice President
                          and Chief Actuary of Liberty National, November 1993-
                          December 1994. Senior Vice President & Chief
                          Actuary of Liberty National, September 1991-
                          November 1993.
- --------------------------------------------------------------------------------
Ronald K. Richey          Chairman of Torchmark Corporation since August
Chairman of the Board     1986 and Chief Executive Officer since December
and Chief Executive       1984. Chairman of United Investors Management
Officer                   Company since October 1986.
- --------------------------------------------------------------------------------
James L. Sedgwick         President of United Investors since September 1991.
President and Director    General Counsel, Vice President and Secretary
                          of United Investors, July 1979-September 1991.
</TABLE>
 
                                      36
<PAGE>
 
<TABLE>
- -----------------------------------------------------------------------------
<CAPTION>
NAME AND POSITION WITH                  PRINCIPAL OCCUPATION
   UNITED INVESTORS                  DURING THE PAST FIVE YEARS
- -----------------------------------------------------------------------------
<S>                     <C>
Ross W. Stagner         Vice President of United Investors since January
Vice President and      1992. Assistant Vice President of United Investors,
Director                March 1988-January 1992.
- -----------------------------------------------------------------------------
William L. Surber       Vice President of United Investors since April 1992.
Vice President and      Assistant Vice President of United Investors, January
Director                1982-April 1992.
- -----------------------------------------------------------------------------
Keith A. Tucker         Vice Chairman of Torchmark Corporation since May
Director                1991.
- -----------------------------------------------------------------------------
</TABLE>
 
  SALE OF THE POLICIES. Waddell & Reed, Inc., an affiliate of United
Investors, acts as the principal underwriter of the Policies. Waddell & Reed,
Inc. also acts as principal underwriter for United Investors Life Variable
Account, a separate account also established by United Investors, and may act
as principal underwriter for other separate accounts established by affiliates
of United Investors. Waddell & Reed, Inc. is the principal underwriter of the
funds in the United Group of Mutual Funds and Waddell & Reed Funds, Inc.
Waddell & Reed, Inc. is a corporation organized under the laws of the state of
Delaware in 1981, is registered as a broker-dealer under the Securities
Exchange Act of 1934, and is a member of the National Association of
Securities Dealers, Inc. (the "NASD"). The Policies may not be available in
all states. Waddell & Reed, Inc. may enter into written sales agreements with
various broker-dealers to aid in the sale of the Policies. A commission plus
bonus compensation may be paid to broker-dealers or agents in connection with
sales of the Policies.
 
  VOTING OF PORTFOLIO SHARES. United Investors is the legal owner of shares
held by the Investment Divisions and as such has the right to vote on all
matters submitted to shareholders of the Portfolios. However, as required by
law, United Investors will vote shares held in the Investment Divisions at
meetings of the shareholders of the Portfolios in accordance with instructions
received from Owners with Policy Value in the Investment Divisions. TMK/United
does not hold regular annual shareholder meetings. To obtain voting
instructions from Owners, before a meeting of shareholders of the Portfolios,
United Investors will send Owners voting instruction material, a voting
instruction form and any other related material. Shares held by an Investment
Division for which no timely instructions are received will be voted by United
Investors in the same proportion as those shares for which voting instructions
are received. Should the applicable federal securities laws, regulations or
interpretations thereof change so as to permit United Investors to vote shares
of the Portfolios in its own right, United Investors may elect to do so.
United Investors may, if required by state insurance officials, disregard
Owner voting instructions if such instructions would require shares to be
voted so as to cause a change in sub-classification or investment objectives
of one or more of the Portfolios, or to approve or disapprove an investment
advisory agreement. In addition, United Investors may under certain
circumstances disregard voting instructions that would require changes in the
investment policy or investment adviser of one or more of the Portfolios,
provided that United Investors reasonably disapproves of such changes in
accordance with applicable federal regulations. If United Investors ever
disregards voting instructions, Owners will be advised of that action and of
the reasons for such action in the next report to Owners.
 
  OTHER INFORMATION. A registration statement under the Securities Act of 1933
has been filed with the SEC relating to the offering described in this
prospectus. This prospectus does not include all the information set forth in
the registration statement. The omitted information may be obtained at the
SEC's principal office in Washington, D.C. by paying the SEC's prescribed
fees.
 
  LITIGATION. No legal or administrative proceeding is pending that would have
a material effect upon the Variable Account.
 
 
                                      37
<PAGE>
 
   
  LEGAL MATTERS. 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. Legal advice regarding certain matters relating
to federal securities laws applicable to the issuance of the Policy described
in this prospectus has been provided by Sutherland, Asbill & Brennan LLP of
Washington, D.C.     
   
  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. Actuarial matters included in this prospectus have
been examined by W. Thomas Aycock, Vice President and Chief Actuary of United
Investors, whose opinion is filed as an exhibit to the registration statement.
    
  FINANCIAL STATEMENTS. The financial statements of United Investors appear on
the following pages. No financial statements are presented for the Variable
Account because it has yet to commence operations. The financial statements of
United Investors should be distinguished from financial statements of the
Variable Account (once the Variable Account's financial statements are
presented) and should be considered only as bearing upon United Investors's
ability to meet its obligations under the Policies.
 
                                      38
<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>
 
                                     F-19
<PAGE>
 
                                   APPENDIX A
 
                  SURRENDER CHARGES PER $1,000 OF FACE AMOUNT
 
<TABLE>
<CAPTION>
ISSUE   YEAR
 AGE    1-6   YEAR 7 YEAR 8 YEAR 9 YEAR 10 YEAR 11 YEAR 12 YEAR 13 YEAR 14 YEAR 15 YEAR 16 YEAR 17+
- -----  ------ ------ ------ ------ ------- ------- ------- ------- ------- ------- ------- --------
<S>    <C>    <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 0-25  $ 6.00  5.45   4.91   4.36    3.82    3.27    2.73   2.18    1.64    1.09    0.55     0.00
26-30  $ 6.50  5.91   5.32   4.73    4.14    3.55    2.95   2.36    1.77    1.18    0.59     0.00
31-35  $ 7.00  6.36   5.73   5.09    4.45    3.82    3.18   2.55    1.91    1.27    0.64     0.00
36-40  $ 7.75  7.05   6.34   5.64    4.93    4.23    3.52   2.82    2.11    1.41    0.70     0.00
41-45  $ 8.75  7.95   7.16   6.36    5.57    4.77    3.98   3.18    2.39    1.59    0.80     0.00
46-50  $10.00  9.09   8.18   7.27    6.36    5.45    4.55   3.64    2.73    1.82    0.91     0.00
51-55  $11.50 10.45   9.41   8.36    7.32    6.27    5.23   4.18    3.14    2.09    1.05     0.00
56-60  $13.75 12.50  11.25  10.00    8.75    7.50    6.25   5.00    3.75    2.50    1.25     0.00
61-65  $16.75 15.23  13.70  12.18   10.66    9.14    7.61   6.09    4.57    3.05    1.52     0.00
66-70  $20.75 18.86  16.98  15.09   13.20   11.32    9.43   7.55    5.66    3.77    1.89     0.00
71-75  $26.00 23.64  21.27  18.91   16.55   14.18   11.82   9.45    7.09    4.73    2.36     0.00
</TABLE>
 
  NOTE: These rates are interpolated during each year. The charge shown is for
the beginning of each year. For example, for a 35-year old at issue, during
year 6 the charge declines from $7.00 per $1,000 of Face Amount at the
beginning of the year to $6.36 per $1,000 of Face Amount at the end of the
year.
 
                                      A-1
<PAGE>
 
                          UNDERTAKING TO FILE REPORTS

          Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

                              RULE 484 UNDERTAKING

          Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

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

     Each Director or officer, or former Director or officer, of this
     Corporation, and his legal representatives, shall be indemnified by the
     Corporation against liabilities, expenses, counsel fees and costs,
     reasonably incurred by him or his estate in connection with, or arising out
     of, any action, suit, proceeding or claim in which he is made a party by
     reason of his being, or having been, such Director or officer; and any
     person who, at the request of this Corporation, serves as Director or
     officer of another corporation in which this Corporation owns corporate
     stock, and his legal representatives, shall in like manner be indemnified
     by this Corporation; provided that, in either case shall the Corporation
     indemnify such Director or officer with respect to any matters as to which
     he shall be finally adjudged in any such action, suit or proceeding to have
     been liable for misconduct in the performance of his duties as such
     Director or officer.  The indemnification herein provided for shall apply
     also in respect of any amount paid in compromise of any such action, suit,
     proceeding or claim asserted against such Director or officer (including
     expenses, counsel fees, and costs reasonably incurred in connection
     therewith), provided that the Board of Directors shall have first approved
     such proposed compromise settlement and determined that the officer or
     Director involved is not guilty of misconduct, but in taking such action
     any Director involved shall not be qualified to vote thereof, and if for
     this reason a quorum of the Board cannot be obtained to vote on such
     matters, it shall be determined by a committee of three (3) persons
     appointed by the shareholders at a duly called special meeting or at a
     regular meeting.  In determining whether or not a Director or officer is
     guilty of misconduct in relation to any such matter, the Board of Directors
     or committee appointed by the shareholders, as the case shall be, may rely
     conclusively upon an opinion of independent legal counsel selected by such
     Board or committee.  The rights to indemnification herein provided shall
     not be exclusive of any other rights to which such Director or officer may
     be lawfully entitled.
<PAGE>
 
                REPRESENTATION PURSUANT TO SECTION 26(e)(2)(A)

          United Investors Life Insurance Company hereby represents that the
fees and charges deducted under the Policy, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by United Investors Life Insurance Company.


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:
 
     The facing sheet.
     The prospectus consisting of ___ pages.
     Undertaking to file reports.
     Rule 484 undertaking.
     Representation pursuant to Section 26(e)(2)(A).
     The signatures.
    
     Written consents of the following persons: James L. Sedgwick; W. Thomas
     Aycock; KPMG Peat Marwick LLP; and Sutherland, Asbill & Brennan LLP.
     
     The following exhibits, corresponding to those required by paragraph A of
     the instructions as to exhibits in Form N-8B-2:

     1.   A.

          (1)  Resolution of the Board of Directors of United Investors Life
               Insurance Company establishing United Investors Universal Life
               Variable Account.
          (2)  Not Applicable
    
          (3)  (a)    Form of Underwriting Agreement      
          (4)  Not applicable
    
          (5)  (a)    Specimen Flexible Premium Variable Life Insurance 
                      Policy /1/ 
               (b)    Accelerated Death Benefit Rider /1/
               (c)    Disability Waiver of Monthly Deduction Rider /1/
               (d)    Additional Insured Term Insurance Rider /1/
               (e)    Children's Term Insurance Rider /1/
               (f)    Accidental Death Benefit Rider /1/
     
          (6)  (a)    Articles of Incorporation of United Investors Life 
                      Insurance Company. /2/
               (b)    By-laws of United Investors Life Insurance Company. /2/
          (7)  Not applicable
    
          (8)  Form of Participation Agreement      
          (9)  Not applicable
    
          (10) Application form      
    
          (11) Description of issuance, transfer and redemption procedures. 
     
          B.   Not applicable
          C.   Not applicable

                                      -2-
<PAGE>
 
     
     2.   Opinion and consent of James L. Sedgwick as to the legality of the 
          securities being registered.       

     3.   Not applicable
 
     4.   Not applicable
 
     5.   Not applicable
     
     6.   Opinion and consent of W. Thomas Aycock as to actuarial matters 
          pertaining to the securities being registered.      
     
     7.   (a)    Consent of independent accountants 
          (b)    Consent of Sutherland, Asbill & Brennan LLP      

     8.   Powers of Attorney

- -----------------------------
    
/1/  Incorporated herein by reference to the initial registration statement on
     Form S-6 (File No. 333-26505) filed on behalf of the Registrant on May 5,
     1997.      
/2/  Incorporated herein by reference to the registration statement on Form S-6
     (File No. 33-11465), filed on behalf of United Investors Life Variable
     Account on January 22, 1987.

                                      -3-
<PAGE>
 
                                   SIGNATURES
    
Pursuant to the requirements of the Securities Act of 1933, the registrant,
United Investors Universal Life Variable Account, has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of Birmingham and the State of Alabama, on this 4th day of August, 1997.
     
                                United Investors Universal Life Variable Account
(SEAL)                              (Registrant)

                                By: United Investors Life Insurance Company
                                    (Depositor)

Attest: /s/  Ross W. Stagner    By: /s/ James L. Sedgwick
        -----------------------    ----------------------
         Vice President                  James L. Sedgwick
                                         President
                                         United Investors Life Insurance Company


    
Pursuant to the requirements of the Securities Act of 1933, United Investors
Life Insurance Company has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of Birmingham and the State of
Alabama, on the 4th day of August, 1997.      


                                United Investors Life Insurance Company

(SEAL)

Attest: /s/ Ross W. Stagner     By: /s/ James L. Sedgwick
       -----------------------     ----------------------
       Vice President                    James L. Sedgwick
                                         President
                                         United Investors Life Insurance Company
<PAGE>
 
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on the date(s) set forth below.

<TABLE>     
<CAPTION> 

Signature                         Title                          Date
- ---------                         -----                          ----
<S>                       <C>                                    <C> 
/s/ Ronald K. Richey      Chairman of the Board of Directors     August 4, 1997
- ------------------------  and Chief Executive Officer
Ronald K. Richey      


/s/ James L. Sedgwick     Director and President                 August 4, 1997
- ------------------------
James L. Sedgwick


/s/ W. Thomas Aycock      Vice President and Chief Actuary,      August 4, 1997
- ------------------------  Director
W. Thomas Aycock      


/s/ Michael J. Klyce      Vice President and Treasurer           August 4, 1997
- ------------------------
Michael J. Klyce


/s/ James L. Mayton, Jr.  Vice President and Controller          August 4, 1997
- ------------------------
James L. Mayton, Jr.


/s/ John H. Livingston    Director, Secretary and Counsel        August 4, 1997
- ------------------------
John H. Livingston


/s/ Anthony L. McWhorter  Director                               August 4, 1997
- ------------------------
Anthony L. McWhorter


/s/ Carol A. McCoy        Director and Assistant Secretary       August 4, 1997
- ------------------------
Carol A. McCoy


/s/ Ross W. Stagner       Vice President and Director            August 4, 1997
- ------------------------
Ross W. Stagner


/s/ William L. Surber     Vice President and Director            August 4, 1997
- ------------------------
William L. Surber


                          Director                               August 4, 1997
- ------------------------
Keith A. Tucker

</TABLE>     

<PAGE>
 
Exhibit Index

1.A.(3)(a)    Form of Underwriting Agreement

1.A.(8)       Form of Participation Agreement

1.A.(10)      Application Form

1.A.(11)      Description of issuance, transfer and redemption procedures.

2.            Opinion and consent of James L. Sedgwick as to the legality of the
              securities being registered.

6.            Opinion and consent of W. Thomas Aycock as to actuarial matters
              pertaining to the securities being registered

7.(a)         Consent of independent accountants

7.(b)         Consent of Sutherland, Asbill & Brennan LLP

<PAGE>
 
Exhibit 1.A(3)(a)

                       PRINCIPAL UNDERWRITING AGREEMENT
                       --------------------------------

          AGREEMENT dated ___________, 1997, by and between United Investors
Life Insurance Company ("United Investors"), a Missouri Corporation on its own
behalf and on the behalf of United Investors Universal Life Variable Account
("Variable Account"), and Waddell & Reed, Inc. ("W&R"), a Missouri corporation.



                                  WITNESSETH:

          WHEREAS, Variable Account is a segregated asset account established
and maintained by United Investors pursuant to the laws of the State of Missouri
for certain flexible premium variable life policies to be issued by United
Investors (the "Policies"), under which income, gains, and losses, whether or
not realized, from assets allocated to such account, will be, in accordance with
the Policies, credited to or charged against such account without regard to
other income gains, or losses of United Investors; and

          WHEREAS, United Investors has registered Variable Account as a unit
investment trust under the Investment Company Act of 1940 (the "Investment
Company Act"); and

          WHEREAS, W&R has registered as a broker/dealer under the Securities
Exchange Act of 1934 (the "Exchange Act") and is a member firm of the National
Association of Securities Dealers, Inc. (The "NASD"); and

          WHEREAS, United Investors has registered the Policies
under the Securities Act of 1933 (the "Securities Act") and proposes
to issue and sell the Policies though W&R acting as its principal
underwriter.

          NOW THEREFORE, United Investors and W&R hereby mutually agree as
follows:

          1.  Underwriter.
              -----------

          (a) United Investors grants to W&R the right, during the term of this
Agreement, subject to the registration requirements of the Securities Act and
the Investment Company Act and the provisions of the Exchange Act, to be the
distributor and principal underwriter of the Policies. W&R agrees to use its
best efforts to distribute the Policies, and to undertake to provide sales
services relative to the Policies and otherwise to perform all duties and
<PAGE>
 
functions necessary and proper for the distribution of the Policies.

          (b) To the extent necessary to offer the Policies, W&R shall be duly
registered or otherwise qualified under the securities laws of any state or
other jurisdiction. Any sales representatives of W&R soliciting applications for
the Policies shall be duly and appropriately licensed, registered or otherwise
qualified for the sale of such Policies under the federal securities laws, any
applicable insurance laws and securities laws of each state or other
jurisdiction in which such policies may lawfully be sold and in which United
Investors is licensed to sell Policies. Such direct sales representatives of W&R
shall be independent contractors. W&R shall be responsible for the training,
supervision, and control of its representatives for the purposes of the NASD
Rules of Fair Practice and federal and state securities law requirements
applicable in connection with the offering and sale of the Policies. In this
connection, W&R shall retain written supervisory procedures in compliance with
NASD Rules of Fair Practice, Section 27, Paragraph 2177.

          (c) W&R agrees to offer the Policies for sale in accordance with the
prospectus therefore filed with the Securities and Exchange Commission
("Commission") then in effect. W&R is not authorized to give any information or
to make any representations concerning the Policies other than those contained
in such current prospectus or in such sales literature as may be authorized by
United Investors.

          (d) All premium payments made or other monies payable under the
Policies shall be paid or remitted by or on behalf of Policyowners directly to
United Investors or its designated servicing agent and shall become the
exclusive property of United Investors. United Investors will retain all such
payments and monies except to the extent such payments and monies are allocated
to the Variable Account.

          2.  Sales Agreement.
              ----------------

          (a) W&R is hereby authorized to enter into separate written
agreements, on such terms and conditions as W&R may determine to be not
inconsistent with this Agreement, with broker/dealers registered as such under
the Exchange Act which agree to participate in the distribution of the Policies
and to use their best efforts to solicit applications for the Policies.

          (b) It is understood and agreed to by United Investors and W&R that
United Investors may from time to time propose that
<PAGE>
 
the Policies be distributed through broker/dealers other than W&R. In such
circumstances, W&R will agree to enter into a sales agreement with another
broker/dealer, subject to W&R's reasonable satisfaction, through its customary
review, with such other broker/dealer's credentials and practices. W&R agrees
that, if reasonably satisfied with the credentials and practices of such other
broker/dealer, a sales agreement will not be withheld. If W&R withholds a sales
agreement without substantiating its reasons for doing so, United Investors may
terminate this agreement by giving W&R thirty (30) days written notice,
notwithstanding any other provision of this Agreement.

          (c) All such sales agreements shall provide that each broker/dealer
will assume full responsibility for continued compliance by itself and its
representatives with applicable federal and state securities laws and state
insurance laws, and shall be in such forms and contain such other provisions as
United Investors may from time to time require. Such broker/dealer shall assume
any legal responsibility of United Investors for the acts, commissions, or
defalcations of such representatives insofar as they relate to the sale of the
Policies. Such broker/dealers and their representatives soliciting applications
for the Policies shall be duly and appropriately licensed, registered, or
otherwise qualified for the sale of such Policies under the federal securities
laws, any applicable insurance and securities laws of each state or other
jurisdiction in which such Policies may be lawfully sold and in which United
Investors is licensed to sell the Policies. Each such organization shall be both
registered as a broker/dealer under the Exchange Act and a member of the NASD,
or if not so registered or not such a member, then the representatives of such
organization soliciting applications for Policies shall be registered
representatives of a registered broker/dealer and NASD member which is an
affiliate of such organization and which maintains full responsibility for the
training, supervision, and control of the representatives selling the Policies.

          (d) Applications for the Policies solicited by such organizations
through their representatives shall be forwarded to United Investors. All
payments for Policies shall be made by check or money order payable to "United
Investors Life Insurance Company" and remitted promptly by such organizations
to United Investors as agent for W&R. United Investors may also accept wire
transfers via Federal Funds to an account designated by United Investors. All
broker/dealers who agree to participate in the distribution of the Policies
shall act as independent contractors and nothing herein contained shall
constitute such broker/dealers or their agents or employees as employees of
United Investors or W&R in connection with the sale of the Policies.
<PAGE>
 
          3.  Compensation.
              -------------

          (a) For the sales services rendered by W&R and its sales
representatives and the continuing obligations spelled out herein, United
Investors shall pay W&R the commissions set forth in Schedule A to this
Agreement, which Schedule may be hereafter amended from time to time by mutual
agreement of United Investors and W&R.

          (b) For Policies sold under sales agreements that W&R enters into with
other broker/dealers pursuant to paragraph 2, above, United Investors shall pay
W&R the commissions which are set forth in Schedule B to this Agreement, which
Schedule may be hereafter amended from time to time by mutual agreement of
United Investors and W&R.

          4.  Administrative Services.
              ------------------------

          United Investor agrees to maintain all required books of account and
related financial records on behalf of W&R. All such books of account and
records shall be maintained and preserved pursuant to Rules 17a-3 and 17a-4
under the Exchange Act (or the corresponding provisions of any future applicable
federal securities laws or regulations). In additional, United Investors will
maintain records of all sales commissions paid to sales representatives of W&R
in connection with the sale of the Policies. All such books and records shall be
maintained by United Investors on behalf of and as agent for W&R whose property
they are and shall remain for all purposes, and shall at all times be subject to
reasonable periodic, special, or other examination by the Commission and all
other regulatory bodies having jurisdiction. United Investors also agrees to
send to W&R's customers all required confirmations on customer transactions.

          5.  Reports.
              --------

          W&R shall have the responsibility for maintaining the records of sales
representatives licensed, registered, and otherwise qualified to sell the
Policies and for furnishing periodic reports thereof to United Investors.

          6.  Regulation.
              -----------

          (a) This Agreement shall be subject to the provisions of the
Investment Company Act and the Exchange Act and the rules, regulations, and
rulings thereunder and of the NASD, from time to time in effect, including such
exemptions from the Investment Company Act as the Commission may grant, and the
terms hereof shall
<PAGE>
 
be interpreted and construed in accordance therewith. Without limiting the
generality of the foregoing, the term "assigned" shall not include any
transactions exempted from section 15(b) (2) of the Investment Company Act.

          (b) W&R shall submit to all regulatory and administrative bodies
having jurisdiction over the present and future operations of United Investors
or Variable Account any information, reports or other material which any such
body by reason of this Agreement may request or require pursuant to applicable
laws or regulations. Without limiting the generality of the foregoing, W&R shall
furnish the State of Missouri Secretary of State and/or the Director of
Insurance with any information or reports which the Secretary of State and/or
the Director of Insurance may request in order to ascertain whether the variable
life operations of United Investors are being conducted in a manner consistent
with any other applicable law or regulations.



          7.  Suitability.
              ------------

          United Investors and W&R each wish to ensure that the Policies
distributed by W&R will be issued to purchasers for whom the Policy will be
suitable. W&R shall take reasonable steps to ensure that the various sales
representatives appointed by it shall not make recommendations to an applicant
to purchase a Policy in the absence of reasonable grounds to believe that the
purchase of the Policy is suitable for such applicant. While not limited to the
following, a determination of suitability shall be based on information
furnished to a sales representative after reasonable inquiry of such applicant
concerning the applicant's insurance and investment objectives and financial
situation and needs. W&R will require that the applicant complete the Owner's
Confidential Financial Information and Suitability sections of the application
for the Policy.

          8.  Prospectuses and Promotional Material.
              --------------------------------------

          United Investors shall furnish W&R with copies of all prospectuses,
financial statements, and other documents and materials which W&R reasonably
requests for use in connection with the distribution of the Policies. United
Investors shall have responsibility for the preparation, filing, and printing of
all required prospectuses and/or registration statements in connection with the
Policies, and the payment of all related expenses. W&R and United Investors
shall cooperate fully in designing, drafting, and reviewing sales promotion
materials, and with respect to the
<PAGE>
 
preparation of individual sales proposals related to the sale of the Policies.
W&R shall not use any such material not provided or approved by United
Investors.

          9.  Investigation and Proceedings.
              ------------------------------

          (a) W&R and United Investors agree to cooperate fully in any insurance
regulatory investigation or proceeding or any judicial proceeding arising in
connection with the Policies distributed under this Agreement. W&R and United
Investors further agree to cooperate fully in any securities regulatory
inspection, inquiry, investigation or proceeding or any judicial proceeding with
respect to United Investors, W&R, their affiliates and their representatives to
the extent that such inspection, inquiry, investigation or proceeding is in
connection with the Policies distributed under this Agreement. Without limiting
the foregoing:

          (i) W&R will be notified promptly of any customer complaint or notice
      of any regulatory inspection, inquiry, investigation or proceeding or
      judicial proceeding received by United Investors with respect to W&R or
      any representative or which may affect United Investors' issuance of any
      Policies marketed under this Agreement; and

          (ii) W&R will promptly notify United Investors of any customer
      complaint or notice of any regulatory inspection, inquiry, investigation
      or judicial proceeding received by W&R or any representative with respect
      to United Investors or its affiliates in connection with any Policies
      distributed under this Agreement or any activity in connection with any
      Policies.

          (b) In the case of a customer complaint, W&R and United Investors will
cooperate in investigating such complaint and shall arrive at a mutually
satisfactory response.

          10.  Exclusivity.
               -----------

          The services of W&R and United Investors under this Agreement are not
deemed to be exclusive and W&R and United Investors shall be free to render
similar services to others, including, without implied limitation, such other
separate investment accounts as are now or hereafter established by United
Investors, W&R or any affiliate of W&R so long as the services of W&R and United
Investors hereunder are not impaired or interfered with thereby.


          11.  Benefit.
               --------
<PAGE>
 
          This Agreement shall inure to the benefit of and be binding upon the
successors of the parties hereto.

          12.  Liability.
               ---------

          Neither party hereto shall be liable to the other for any action taken
or omitted by it, or any of its officers, agents or employees, in performing
their responsibilities under this Agreement in good faith and without gross
negligence, willful misfeasance or reckless disregard of such responsibilities.

          13.  Notices.
               -------

          All notices and other communication provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage prepaid,
addressed as follows:

          (a) If to United Investors:

              United Investors Life Insurance Company
              P. O. Box 10207
              Birmingham, Alabama 35202-0207
              Attention: James L. Sedgwick, Esq.

          (b) If to W&R:

              Waddell & Reed, Inc.
              Post Office Box 29217
              Shawnee Mission, KS 66201-9217
              Attention: Sharon K. Pappas

or to such other address as United Investor or W&R shall designate by written
notice to the other.

          14.  Amendment.
               ----------

          This Agreement may be amended from time to time by the mutual
agreement and consent of the parties hereto.

          15.  Severability.
               -------------

          If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.

          16.  Termination.
               ------------

          This Agreement shall be effective upon its execution. It may be
terminated at any time by either party hereto on 60 days 
<PAGE>
 
written notice to the other party hereto, without the payment of any penalty.
Upon termination of this Agreement, all authorizations, rights and obligations,
shall cease except (i) the obligation to settle accounts hereunder, issued
pursuant to applications received by United Investors prior to termination and
(ii) the agreements contained in paragraph 9 hereof.

          17.  Applicable Law.
               ---------------

          This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Missouri.

          18.  Counterparts.
               -------------

          This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed an
instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


(Seal)                              UNITED INVESTORS LIFE
                                    INSURANCE COMPANY




                                    By:
- -----------------------                -----------------------

Title:                              Title:                     
      -----------------                   --------------------





(seal)
Attest                              WADDELL & REED, INC.




                                    By:                      
- -----------------------                -----------------------

Title:                              Title:
      -----------------                   --------------------          
<PAGE>
 
                            EXHIBIT A

                                TO

                 PRINCIPAL UNDERWRITING AGREEMENT




     Commissions payable to Waddell & Reed, Inc. are set forth
below and subject to all the conditions and limitations contained
in the Agreement to which this Exhibit is attachment.

Plan: Variable Universal Life

<TABLE> 
<CAPTION> 
                 % of Premium               % of Premium
     Year     Up to Target Premium     Excess or Target Premium
     ----     --------------------     ------------------------
     <S>      <C>                      <C> 

      1                70%                         5%
      2-10              5%                         5%
      11 & Later        2%                         2%
</TABLE> 
<PAGE>
 
                            EXHIBIT B

                                TO

                 PRINCIPAL UNDERWRITING AGREEMENT





     Commissions payable to Waddell & Reed, Inc. are set forth
below and subject to all the conditions and limitations contained
in the Agreement to which this Exhibit is attachment.

Plan: Variable Universal Life

<TABLE> 
<CAPTION> 
                 % of Premium                % of Premium
     Year     Up to Target Premium     Excess of Target Premium
     ----     --------------------     ------------------------
     <S>      <C>                      <C> 

      1               70%                           5%
      2-10             5%                           5%
      11 & Later       2%                           2%
</TABLE> 

<PAGE>
 
Exhibit 1.A.(8)

PARTICIPATION AGREEMENT

TMK / UNITED FUNDS, INC.


United Investors Life Insurance Company
2001 Third Avenue South
Birmingham, Alabama 35233


VARIABLE ACCOUNT


TMK/United Funds, Inc. (hereinafter TMK) is a Maryland corporation
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 (the Act) as a management class, open-end, diversified
investment company.   It offers its shares exclusively to insurance companies
as the investment vehicles for variable life and variable annuity policies. 
TMK has authorized eleven classes of shares each of which is a separate fund
(Portfolio) being:  Money Market Portfolio, Bond Portfolio, High Income
Portfolio, Growth Portfolio, Income Portfolio, International Portfolio, Small
Cap Portfolio, Balanced Portfolio, Limited-Term Bond Portfolio, Asset Strategy
Portfolio, and Science and Technology Portfolio.  

You have advised TMK that you are sponsoring three variable accounts, United
Investors Life Variable Account, United Investors Annuity Variable Account, and
United Investors Universal Life Variable Account, each of which is an
investment company organized and registered with the Securities and Exchange
Commission as a unit investment trust under the Act (hereinafter collectively,
the Trust).  You advised that you wish to arrange for the acquisition of TMK's
shares as the exclusive funding medium for each of the Trusts and the variable
contracts issued by the Trust and registered under the Securities Act of 1933. 
TMK agrees to make the shares of its eleven Portfolios available to you for
said purposes subject to the following terms and conditions:

        1.      TMK will sell its shares directly to you and on request redeem
its shares at the time and prices specified in its then current prospectus and
Statement of Additional Information (SAI) for the purpose of funding the
investment divisions of the Trust as is more particularly set forth in the
Trust's then current prospectus.

        2.      (a)  Payment for shares in investable funds shall be due on
issuance of shares.

                (b)  TMK will make payment on redemption of its shares as stated
in its prospectus and SAI.

                (c)  Purchases and redemption of shares of the same Portfolio on
the same day may be netted so as to result in a single purchase or single
redemption for the day.

                (d)  Shares of one Portfolio may be exchanged for shares of
another Portfolio by redemption of shares of a particular Portfolio and the
immediate purchase of shares of the other Portfolio. On your request, TMK will
effect such exchanges by transfer of monies from one Portfolio to the other as
appropriate.
<PAGE>
 
                (e)  All dividends and capital gains distributions shall be
reinvested in additional shares of the Portfolios paying such dividends.

        3.      TMK will furnish you with adequate number of copies of its
Annual and Semi-Annual Reports to Shareholders and TMK's proxy material for
shareholder meetings as you may request for furnishing to the policyowners and
will reimburse you for your expenses in mailing the reports and proxy materials
to the policyowners including return postage with respect to the voting of proxy
cards. With TMK's prior consent, you may include additional items in the mailing
of TMK's Reports to Shareholders provided any extra costs are paid by you.

        4.      You shall vote the shares held by the policyholders as set forth
in the Trust's prospectus and SAI.

        5.      TMK will furnish you with a copy of its current prospectus and
SAI and all amendments thereto. You shall print and reproduce at your expense
such copies thereof as you may desire with respect to the distribution of
interests in the Trust. You may use TMK's Shareholder Reports in the
distribution process. Copies of the Reports will be furnished for such purpose
as you request at your expense.

        6.      The foregoing, notwithstanding, TMK shall not engage directly or
indirectly in financing any activity which is primarily intended to result in
the sale of its shares issued by it.

7.      Indemnification.

        A.      TMK agrees with you for your benefit and each person, if any,
who controls you within the meaning of Section 15 of the Securities Act of 1933
(the "Securities Act") and each and all and any of them, to indemnify and hold
you harmless and any such controlling person from and against any and all
losses, claims, damages or liabilities, joint or several, to which you, they or
any of them may become subject under the Securities Act, under any other
statute, at common law or otherwise, and to reimburse you and such controlling
persons, if any, for any legal  or other expenses (including the cost of any
investigation and preparation) reasonably incurred by you, them or any of them
in connection with any litigation whether or not resulting in any liability,
insofar as such losses, claims, damages, liabilities, or litigation arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any TMK registration statement or any TMK prospectus
or any amendment thereof or supplement thereto or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that this indemnity agreement shall not apply to amounts paid
in settlement of any such litigation if such settlement is effected without the
consent of TMK or to any such losses, claims, damages, liabilities or litigation
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any TMK registration statement or TMK prospectus or
any amendment thereof or supplement thereto, or arising out of or based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, which
statement or omission was made in reliance upon information furnished in writing
to TMK by you for inclusion in any TMK registration statement or any TMK
prospectus or any amendment thereof or supplement thereto. You and each such
controlling person shall promptly, after the complaint

                                       2
<PAGE>
 
shall have been served upon you or such controlling person in any litigation
against you or such controlling person in respect of which indemnity may be
sought from TMK on account of its agreement contained in this paragraph, notify
TMK in writing of the commencement thereof. Your omission or such controlling
person so to notify TMK of any such litigation shall relieve TMK from any
liability which it may have to you or such controlling person on account of the
indemnity agreement contained in this paragraph but shall not relieve TMK from
any liability which it may have to you or controlling person otherwise than on
account of the indemnity agreement contained in this paragraph. In case any such
litigation shall be brought against you or any such controlling person and you
or such controlling person shall notify TMK of the commencement thereof, TMK
shall be entitled to participate in (and, to the extent that it shall wish, to
direct) the defense thereof at its own expense but such defense shall be
conducted by counsel of good standing and satisfactory to you or such
controlling person or persons, defendant or defendants in the litigation. The
indemnity agreement of TMK contained in this paragraph shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of you or any such controlling person and shall survive any delivery of
shares of TMK. TMK agrees to notify you promptly of the commencement of any
litigation or proceeding against it or any of its officers or directors of which
it may be advised in connection with the issue and sale of its shares.

        B.      Anything herein to the contrary notwithstanding TMK's agreement
in the foregoing, insofar as it constitutes a basis for reimbursement by TMK for
liabilities (other than payment by TMK of expenses incurred or paid in the
successful defense of any action, suit or proceeding) arising under the
Securities Act, shall not extend to the extent of any interest therein of any
person who is deemed to be an underwriter or a partner or controlling person of
an underwriter within the meaning of Section 15 of the Securities Act or who, at
the date of this Agreement, is a director of TMK, except to the extent that an
interest of such character shall have been determined by a court of appropriate
jurisdiction the question of whether or not such interest is against public
policy as expressed in the Securities Act.

        C.      You agree to indemnify and hold harmless TMK and its directors
and such officers as shall have signed any registration statement from and
against any and all losses, claims, damages or liabilities, joint or several, to
which TMK or such directors or officers may become subject under the Securities
Act, under any other statute, at common law or otherwise, and will reimburse TMK
or such directors or officers for any legal or other expenses (including the
cost of any investigation and preparation) reasonably incurred by it or them or
any of them in connection with any litigation, whether or not resulting in any
liability insofar as such losses, claims, damages, liabilities or litigation
arise out of, or are based upon, any untrue statement or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, which statement or omission was made in
reliance upon information furnished in writing to TMK by you for inclusion in
any registration statement or any prospectus, or any amendment thereof or
supplement thereto, or which statement was made in, or the alleged omission was
from, any advertising or sales literature (including any reports to shareholders
used as such) which relate to TMK.

        You shall not be liable for amounts paid in settlement of any such
litigation if such settlement was effected without its consent.  TMK and its
directors and such officers, defendant or defendants, in any such litigation
shall, promptly after the complaint shall have 

                                       3
<PAGE>
 
been served upon TMK or any such director or officer in any litigation against
TMK or any such director or officer in respect of which indemnity may be sought
from TMK on account of its Agreement contained in this paragraph, notify you in
writing of the commencement thereof. The omission of TMK or such director or
officer so to notify you of any such litigation shall relieve you from any
liability which it may have to TMK or such director or officer on account of the
indemnity agreement contained in this paragraph, but shall not relieve you from
any liability which it may have to TMK or such director or officer otherwise
than on account of the indemnity agreement contained in this paragraph. In case
any such litigation shall be brought against TMK or any such officer or director
and notice of the commencement thereof shall have been given to you, you shall
be entitled to participate in (and, to the extent that it shall wish, to direct)
the defense thereof at its own expense, but such defense shall be conducted by
counsel of good standing and satisfactory to TMK. The indemnity agreement of TMK
contained in this paragraph shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of TMK and shall survive
any delivery of shares of TMK. You agree to notify TMK promptly of the
commencement of any litigation or proceeding against you or any of your officers
or directors or against any such controlling person of which you may be advised,
in connection with the issue and sale of TMK.

        D.      Notwithstanding any provision contained in this Agreement, no
party hereto and no person or persons in control of any party hereto shall be
protected against any liability to TMK or its security holders, including
beneficial owners or its security to which they would otherwise be subject by
reason performance of their duties or by reason of their reckless disregard of
their obligations and duties under this Agreement.

        8.      TMK will make shares available and otherwise carry out the terms
of this Agreement until the Trust is terminated; provided, however, it will have
no obligation to issuance of shares other than for purposes of exchange among
Portfolios and reinvestment of dividends and distribution, should the
registration of the Trust securities under the Securities Act of 1933 terminate.
TMK agrees to use its best efforts to keep an adequate number of shares at all
times authorized, but it will not be required to issue its shares if all TMK
shares be issued and outstanding. Notwithstanding any provision contained in
this Agreement to the contrary, TMK retains the right to refuse to sell shares
of any Portfolio to any person, or to suspend or terminate the offering of
shares of any Portfolio, if such action is required by law or applicable
regulatory authority or, in the sole discretion of the TMK directors, acting in
good faith and in light of their fiduciary duties, deemed necessary in the best
interests of the Fund and the shareholders of the affected Portfolio(s).

                                       4
<PAGE>
 
If the foregoing is in accordance with your understanding of our Agreement,
please execute your acceptance hereof on the duplicates hereto enclosed for
that purpose and return one copy to TMK/United Funds, Inc., whereupon this
shall become a binding Agreement between you and TMK/United Funds, Inc.

                                            TMK/United Funds, Inc.


                                            By: 
                                               -------------------------------
                                                  Vice President


Accepted this _________ day of ______________________, 1997.

United Investors Life Insurance Company


By:
   -------------------------------------
        Authorized Signature

                                       5

<PAGE>
 
                                                                 Exhibit 1.A(10)

Application

Complete the following forms in all cases:

All Parts of Application
Agent's Report

Complete the following when Needed:

HIV Consent Form, if required by state
Replacement Forms
Pre-Authorized Bank Draft Agreement
For Joint Insured or Additional Insured, for VUL complete Variable Life
  Supplement

Directions

Y   Give the Fair Credit / MIB Notice to the Applicant prior to completion of
      the application
Y   Complete and sign the Agent's Report  
Y   Print application using black ink  
Y   Get all Required signatures  
Y   Have the applicant initial any changes
Y   Don't accept or send money on applications totaling $1,000,000 or more  
Y   Don't use pencil or white-out  
Y   Complete Illustration, if required by state  
Y   Complete Illustration for all Flex Plus and Legacy Plans 
U-300, Ed. 5-97
United Investors Life Insurance Company



Federal Fair Credit Reporting Act Notice


We may request a consumer report which contains information about your
character, reputation, and mode of living, except as may be related directly or
indirectly to your sexual orientation. The information is obtained through
interviews with your friends, neighbors, and associates. It is part of our
underwriting procedure. We will furnish information about the nature of the
report if you write to us and ask.

This notification must be given to the Proposed Insured before the application
is completed.

Temporary Insurance Agreement
Accidental Death - $100,000 Maximum

Payment of the Insurance is subject to all the provisions of this Agreement.

DEFINITION OF TERMS: Insured, You, Your, Yours mean the Proposed Insured named
in the application; or a child proposed to be insured under a Children's
Insurance Rider. We, Our, Ours, Us mean United Investors Life Insurance Company.
Insurance means the amount of temporary accidental death insurance provided by
this agreement. Application means the application to which this agreement is
attached. Policy means the policy applied for in the application. Beneficiary
means the beneficiary named in the application.
<PAGE>
 
BENEFIT: We agree to pay the insurance to the beneficiary when we receive due
proof that the death of the insured: (1) resulted directly and independently of
all other causes, from accidental bodily injuries sustained while this agreement
was in force; (2) was not caused by suicide or any intentionally self-inflicted
injury (in Missouri, while sane); and (3) was not contributed to in any way by
bodily or mental infirmity or disease of any kind.

AMOUNT OF INSURANCE: The insurance provided under this Agreement and all other
such agreements issued by us to you will be the least of: (a) The death benefit
requested in the application less any death benefits we would pay on policies
intended to be replaced by the policy; or (b) $100,000 if you are the Proposed
Insured; or (c) $5,000 if you are a Proposed Insured Child.


STARTING DATE AND CONDITIONS: The limited insurance benefit provided by this
agreement will start when the application is signed, provided: (1) at least
one-twelfth of the annual premium is received by us with the application; and
(2) any check or draft given for the above amount is honored when first
presented to the bank.

ENDING DATE: The insurance will automatically end on the earliest of: (a) the
date the policy is effective or is rejected by the applicant; (b) the date that
the policy issued other than as applied for is accepted or rejected by the
applicant; (c) the date we decline to issue a policy; or (d) 90 days after the
starting date.

RECEIPT FOR PREMIUM

Amount Paid:  $________________________________

Agent's Signature  ______________________________

Date  _______________________________________

All premium checks must be made payable to United Investors Life. Do not make
checks payable to the Agent. Do not leave the payee blank.
If at least one-twelfth of the annual premium is paid with the application, this
agreement must be given to the applicant.

Form U-300, Ed, 5-97


Medical Information Bureau Notice

Information about your insurability will be treated as confidential. United
Investors Life Insurance Company, or its reinsurers may, however, make a brief
report of this to the Medical Information Bureau, a non-profit membership
organization of life insurance companies, which operates an information exchange
on behalf of its members. If you apply to another Bureau member company for life
or health insurance coverage, or a claim for benefits is submitted to such a
company, the Bureau, upon request, will supply such company with the information
in its file.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the Bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number
(617) 426-3660.
<PAGE>
 
United Investors Life Insurance Company, or its reinsurers, may also release
information in its file to other life insurance companies to whom you may apply
for life or health insurance, or to whom a claim for benefits may be submitted.

This notification must be given to the Proposed Insured before the application
is completed.

Application for Life Insurance

A. Proposed Insured(s)                            
For Companion Policies, use separate form.

1.     Name of Proposed Insured (First-Middle-Last)                        
                                                                           
2.     Birthdate: (Mo/Dy/Yr)      3.   Birthplace(State)                   
                                                                           
4.     Sex:   F    M              5.   Marital Status                      
                                                                           
6.     Social Security #          7.   Driver's License #/State            
                                                                           
8.     Residence Address                                                   
                                                                           
       City                       State      Zip      Years There          
                                                                           
9.     Other Residence addresses during past 2 years (Str, City, St, Zip)  
                                                                           
10.    Occupation/Duties                                                   
                                                                           
11.    Employer's Name & Address                                           
1a. Name of Other Insured (First-Middle-Last)

2a. Birthdate: (Mo/Dy/Yr)         3a.  Birthplace(State)

4a.    Sex:   F    M              5a.  Marital Status

6a.    Social Security #          7a.  Driver's License #/State

8a.    Residence Address

       City                       State      Zip      Years There  

9a.    Other Residence addresses during past 2 years (Str, City, St, Zip)

10a. Occupation/Duties

11a. Employer's Name & Address
B. Beneficiaries:   Full Name and Relationship
Insured:   Primary Beneficiary:

Contingent Beneficiary:

Other Insured: Primary Beneficiary:

Contingent Beneficiary:

C. Owner Complete if Owner is someone other than the Insured
<PAGE>
 
Name of Owner if other than Insured:____________________________________
Relationship:_________________ Social Security No.:_____________________

Address:______________________________  City:____________________  
State:______  Zip:___________

D. Plan Information and Additional Coverages

1.   Plan of Insurance:        Check if Companion Policy      Basic Face Amount
     Complete for Adjustable ART

                                                         Option #      Years   
     Int Rate $ Change        Pct. Change
                                        $
%    $                  %               

     (If plan is VUL, FlexPlus or Legacy, complete the following sections)

     Variable Universal Life (VUL):    Face Amount: $____________   
Death Benefit    Option A      Option B (Complete Variable Life Supplement also)

           Additional Insured Rider:      Face Amount: $_________________    
       (Complete Other Insured Sections)
           Waiver of Monthly Deductions Rider
           Planned Periodic Premium:        $_________________  
(Select Mode of Payment in Section E)

     FlexPlus Interest Sensitive Life:     Base Face Amount: $_____________
           FlexPlus Term Rider                       Face Amount: $____________
           Additional First Year Premium                 $___________________
     Legacy Survivor Life:                 Base Face Amount: $_____________
     Dividend Option:________________
           Value Added Rider:                        Face Amount: $____________
           Paid-up Additions Rider:            Lump Sum:  $____________ 
Periodic Payment of $__________ (Select Mode of Payment in Section E)  
Survivor Ten Year Term Rider:     Face Amount: $________________
           Survivor Four Year Term Rider:            Face Amount: $____________
           Waiver of Premium:           1st Insured    2nd Insured     Both

2.   Other Riders:    Waiver of Premium    Accidental Death Benefit Rider $_____
     Other : (Plan/Amount)_________________________
     Children's Rider(CIR) ________________________ units (maximum 10 units).
(The following question must be answered if CIR is requested). Has any child
proposed for the Children's Insurance Rider had or been treated for a disorder
or disease of the heart or brain, or diabetes, cancer or AIDS?  
Yes  No (If "Yes," CIR is not available)

E. Premium Payments and Notices

     Amount Paid with this Application:_________________
     Mode of Premium Payment:    Monthly Bank Draft    Annual    Semiannual
Quarterly     Other:

     Automatic Premium Loan Requested, if available
Send all Premium Notices and Reports to:    Insured's Residence    
     Owner's Address     Other Address:

U-300, Ed. 5-97
Page 1

F. Other Insurance/Replacement

1.   Life Insurance and/or annuities in force on the lives of all persons 
proposed for insurance (If none, insert 'NONE'.)

Check one Insured Other Ins.Company and Policy No. Life Amount ADB Amount Year
Issued
1.                                    $
2.                                    $
3.                                    $
4.                                    $
<PAGE>
 
2.   Is policy applied for intended to replace or change existing insurance
or annuities in force? (If 'Yes', identify by circling number preceding
Company Name.)    Yes   No    If 'Yes', is this a 1035 Exchange?    Yes   No

3.   Do you have any other application for life insurance pending?   Yes    No

G. Underwriting Information

1.   Has any person proposed for insurance:

     (a)  Used tobacco in any form in the past year? (If 'Yes', describe type
and amount.)

     (b)  Flown as a pilot, student pilot, or crew member? (If 'Yes', complete
Aviation Questionnaire)

     (c)  Participated in Auto Racing, Motorcycle Racing, Parachuting,
Ballooning, Hang Gliding, Skin or Scuba Diving? (If 'Yes', provide complete 
details on Avocation Questionnaire)  

     (d)  Had driver's license suspended or revoked in the past 5 years, or had
more than 2 moving violations in the past 3 years.

     (e)  Been convicted of or awaiting trial for a felony? (If 'Yes', give
 details including parole/probation status.)

     (f)  Been arrested, treated, or counseled for excessive use of alcohol
and/or drugs?

     (g)  Had any new insurance or reinstatement refused, postponed, limited,
withdrawn, cancelled, or offered or quoted on a substandard or rated basis? (If
'Yes', explain.)

2.   Does any person proposed for insurance:

     (a)  Participate in a physical fitness program? (If 'Yes', describe.)

     (b)  Drink alcoholic beverages? (If 'Yes', report frequency, amount, type,
and circumstances.)

     (c)  Intend to travel or reside outside the United States or Canada within
the next year? (If 'Yes', give details.)    


3.   Details of Any 'Yes' answers to Sections F & G.

U-300, Ed. 5-97
Page 2

H.   Medical Questionnaire

1.   Insured Height _______ ft. ______ in.     Weight______ lbs.      
1a.  Other Insured Height_______ ft. ________in.  Weight_______  lbs.

Name and Address of Personal Physician______________________
Name and Address of Personal Physician______________________
     _______________________________________________________
     _______________________________________________________
     _______________________________________________________
     _______________________________________________________     Date and reason
last consulted   ______________________________   Date and reason last consulted
_____________________________
     _______________________________________________________
     _______________________________________________________

2.   In the past 10 years, have you had or been treated for:

     a.   disorder of eyes, ears, nose or throat?  

     b.   dizziness, fainting, convulsions, head injury, headaches, paralysis
 or stroke, tremor, muscle weakness, depression, other mental or nervous
 disorder?

     c.   shortness of breath, persistent hoarseness or cough, blood
 spitting, bronchitis, asthma, pleurisy, emphysema, tuberculosis or chronic
 respiratory disorder?

     d.   chest pain, palpitations, high blood pressure, rheumatic fever,
 heart murmur, varicose veins, phlebitis, or other heart or blood vessel
 disorder?
 
<PAGE>
 
        e.   hepatitis, cirrhosis, ulcer, intestinal bleeding, colitis,
             diverticulitis, appendicitis or other disorder of the esophagus,
             stomach, intestines, rectum, liver, gall bladder, pancreas or
             spleen?

        f.   sugar, albumin, blood or pus in urine, sexually transmitted or
             venereal disease, stone, or other disorder of the kidney, bladder,
             prostate or reproductive organs?

        g.   diabetes, thyroid or other endocrine disorders?   

        h.   arthritis, neuritis, neuralgia, rheumatism, gout, or disorder of
             the muscles or bones, including the spine, back and joints?

        i.   disorder of the skin, breast, or lymph glands, cancer, tumor or
             cyst?

        j.   allergies, anemia, bleeding tendency or other disorder of the
             blood?

        k.   persistent fever, night sweats, chills and/or diarrhea?  

        l.   or been diagnosed for AIDS by a member of the medical profession,
             or had a positive test for the HIV or HTLV-III (AIDS) virus?

3.      Other than listed above, have you within the past 5 years:

        a.   had or been treated for any mental or physical disorder, illness or
             injury; had or been advised to have any checkup, consultation,
             hospitalization, treatment or surgery including an EKG, X-ray or
             other diagnostic test?

        b.   received disability benefits or workers compensation?         

4.      Are you now under observation or taking treatment or medication?     

5.      Have you had any change in weight in the past year? (If yes, give amount
        and reason)         

6.      Have you used tobacco in any form in the past year?         

7.      Have you ever used tobacco? If yes, give date of last use, frequency and
        amount used.

8.      In the past ten years have you used narcotics, barbiturates,
        tranquilizers, hallucinogens, heroin, morphine, cocaine, amphetamines,
        L.S.D., marijuana or any other habit-forming drugs or prescription
        drugs, except as prescribed by a physician?

9.      Have you had a father, mother, brother or sister diagnosed before age 60
        as having: diabetes, cancer, high blood pressure, heart or kidney
        disease, alcoholism, mental illness or suicide?

10.     Important Details of Yes answers to questions 2 thru 9 

U-300, Ed. 5-97
Page 3

I.      Additional Details and Remarks

J.      Amendments and Corrections (For Home Office Use Only)
        (Not to be used where prohibited by statute or Insurance Department
        ruling.)

Agreement
I have read this completed application, and represent that the statements and
answers given herein are true, complete, and correctly recorded to the best of
my knowledge and belief. I agree that: (1) the entire contract will consist of
this application and the policy issued in response to it; (2) no agent of the
company can make or modify contracts, waive any rights of the Company, or waive
any information requested by the Company; and (3) except as provided in the
Temporary Insurance Agreement, if issued, no insurance will take effect unless:
(a) the policy is delivered to the Owner; (b) the first modal premium is paid;
and (c) since the date of this application, there has been no change in the
health or insurability of any
<PAGE>
 
person proposed for insurance; (4) the acceptance of any policy issued on this
application shall constitute acceptance and ratification of any changes made by
the Company under "Amendments and Corrections". In those states where required,
any change in age, amount, classification, plan of insurance or benefits shall
be subject to written ratification by the applicant.

Authorization
I hereby authorize any licensed physician, medical practitioner; hospital,
clinic or other medical or medically related facility, insurance company;
reinsurer, the Medical Information Bureau or other organization, institution or
person, that has any records or knowledge of me or my health, to give to United
Investors Life Insurance Company, or its reinsurers, any such information. This
authorization is valid for twenty-six months from the date this form is signed.
A photographic copy of this authorization shall be as valid as the original. I
know that I may request to receive a copy of this authorization. I have received
the notification about the Federal Fair Credit Reporting Act and the Medical
Information Bureau.

Signed at                                              on 
         -------------------------------------------- 
                                    , 19
- ------------------------------------    ------
City                State                     Date

                                                       X
- ------------------------------------------------------

- ----------------------------------------------
Agent's Name (Please Print)     Agent #   Reg/Div #         
Signature of Proposed Insured

X                                                      X
 ----------------------------------------------------- 

- ----------------------------------------------
Signature of Agent                                  
Signature of Proposed Other Insured

                                                       X
- ------------------------------------------------------
Signature of Owner, if other than Proposed Insured
U-300, Ed. 5-97
Page 4
Pre-Authorized Bank Draft Agreement

As a convenience to me, I hereby request and authorize United Investors Life
Insurance Company, Birmingham, Alabama to initiate premium payments from my
checking account either by electronic funds transfer or by pre-authorized bank
draft order provided there are sufficient collected funds in said account to pay
the same upon presentation. I agree that your rights in respect to each such
transfer or draft shall be the same as if it were a check drawn on you and
signed personally by me. This authority is to remain in effect until revoked by
me in writing; and until you actually receive such notice, I agree that you
shall be fully protected in honoring any such transfer or draft.

I further agree that if any such transfer or draft is dishonored, whether with
or without cause and whether intentionally or inadvertently, you shall be under
no liability whatsoever, even though such dishonor results in the forfeiture of
insurance.
 
     Name of  Policyholder(s)               Policy Number(s)         
     Monthly Premium
<PAGE>
 
Depositor(s)                            

Financial Institution

Name of Depositor(s) listed on the account     

Name of Financial Institution
(Please Print or Type)

Signature of Depositor (as checks are signed)  

Date  

Financial Institution Address

Signature of Joint Depositor (as checks are signed)  

Date     

City         

State      

Zip Code

Requested Draft Date (1st thru 28th only)              

Account Number to be debited

Please attach a sample "void" check
(Deposit slip cannot be used)

Indemnification Agreement
To:   The financial institution named above

In compliance with our mutual client's request, we will draw monthly drafts
which are MICR encoded with your transit number and the drawee's bank account
number.  Please contact our Bank Draft Department if you have any questions.

In consideration of your compliance with the request and authorization of the
depositor named on the reverse side, United Investors Life Insurance Company
Agrees That:

1. It will indemnify and hold you harmless from any liability to any person
having an account with you arising out of the payment by you of any check drawn
by United Investors Life Insurance Company to its own order on the account of
such person, or from any liability to any such person or to any owner or
beneficiary of any policy issued by United Investors Life Insurance Company in
respect of which such a check is drawn arising out of the dishonor by you
whether with or without cause of any such check drawn by United Investors Life
Insurance Company, provided there are sufficient funds in such account to pay
the same upon presentation, whether or not such claim or liability asserted
against you be based upon the forfeiture, or alleged forfeiture of a policy the
premiums on which is sought to be collected by United Investors Life Insurance
Company by any such check.

2. It will refund to you any amount erroneously paid by you to United Investors
Life Insurance Company on any such check if claim for the amount of such
erroneous payment is made by you within twelve months from the date of the check
on which such erroneous payment was made.
<PAGE>
 
James L. Sedgwick, President
United Investors Life Insurance Company

Authorized in a resolution adopted by the Board of Directors of United Investors
Life Insurance Company on January 18, 1971.
Agent's Report
1.   How well do you know the Proposed Insured?
     Know well      Do not know well
     Relative (state relationship)________________________
     How long known?________________________________

2.   Did you personally see Proposed Insured?            Yes    No
     (If No, explain in Remarks)

3.   Who first suggested the purchase of this insurance?
     Agent        Owner/Applicant
   Proposed Insured        Other_____________________

4.   To the best of your knowledge, does the policy applied for involve the
     replacement of existing insurance or annuities?      Yes    No
     (If Yes, follow all applicable state requirements)

5.   Purpose(s) which best describe(s) the use of this Insurance:
     Personal                  Business

     Income Replacement                Buy/Sell
     Home Mortgage                     Key Person
     Estate Conservation               Stock Redemption
     Debt Repayment                    Creditor
     Other__________________           Other____________________

6.   Financial Information: Your estimate of Proposed Insured's

     a.    Annual Income                        $_________________
     b.    Est. Net Worth                       $_________________
     c.    Ever filed bankruptcy?:                      Yes      No
           Date Discharged Explain in Remarks

7. Owner's Confidential Financial Information:    
(If Application is for Variable Life)
a.   Age:_________________
b.   Gross Family Income: $_______________________
c.   Taxable Income: $_____________________
d.   Number of Dependents:____________________
e.   Occupation:________________________________
f.   Employers' Name:________________________
g.   Employer Address:______________________________
h.   Savings and Liquid Assets: $____________________
i.   Other Assets (excluding home, furnishings, car):  $__________________
j.   Net Worth (Assets minus liabilities): $____________________
k.   Are you associated with any NASD Member?      Yes      No
l.   Investment Objectives (mark all that apply):
     Retirement Savings                 Reserves
     Children's College                 Income
     Other Needs/Goods (specify in Special Remarks)
m.   Special Remarks/Considerations:____________________________________________
     ___________________________________________________________________________
<PAGE>
 
8.   If this is business insurance:
     a.   Are other principals being insured also?        Yes     No
     (If No, explain reason; If Yes, give names, amounts, companies)
     b.   Business net worth  $______________________
     c.   Business net income  Year_______________   Amount  $_______________
     d.   Percent of business owned by Proposed Insured __________%

9.   If  Proposed Insured is a Juvenile:
     a.   Did you see the child?                         Yes     No
     b.   Does he/she live with parents?                 Yes     No
     c.   Are all brothers and  sisters insured               
          for like amounts? (If No, explain in Remarks)          Yes    No
     d.   How much insurance is in force on the life of the
     person responsible for the child's support? $________________

10.  Agent's Premium Calculation
Coverage         Amount          x     Rate    = Annual Premium
     Base policy
     Waiver Benefit
     Term Rider
     Waiver on Rider
     Other
     Other
     Policy Fee
     Total
     Mode Factor
     Mode Premium
11.  Telephone Numbers         Insured                 Other Insured
     Home:
     Business:
     Best Time                a.m.      Bus.       a.m.     Bus.
     to Call:_______ p.m.     Home        _______ p.m.      Home

12.  Is medical examination being completed      Yes    No
     If Yes, appointment date_____________________
     Name of Para-Medical Service?___________________

13.  Remarks:

Irepresent that: (1) I have personally seen the Proposed Insured(s); (2) I have
truly and accurately recorded on this application the information as supplied by
the Owner and the Proposed Insured(s); (3) to the best of my knowledge and
belief there is nothing adversely affecting the insurability of the Proposed
Insured(s) other than as indicated in this application; (4) the written
disclosure statement was given on or before the date the application was signed
in states where applicable; and (5) if I become aware of a change in the health
or habits of the Proposed Insured(s), occurring after the date of the
application but before I deliver the policy, I promise to inform the company of
the change and agree to withhold delivery of the policy until instructed by the
Company.
X_______________________________________________________________________________
_____________________________
         Signature of Agent               Date               
     Phone No.
Variable Life Supplement to Application
1.   Premium Payment Allocation (Whole percentages only):
           Asset Strategy    __________%
           Balanced          __________%
<PAGE>
 
           Bond ____%

           Fixed Account ____%

           Growth ____%

           High Income ____%

           Income ____%

        International ____%

        Limited-Term Bond ____%

        Money Market ____%

        Science & Technology ____%

        Small Cap ____%

        ________  ____%

        ________  ____%

        Total     100 %

2.   Dollar Cost Averaging      Yes      No

     Automatic transfer each month of a preselected dollar amount from the
 Money Market Investment Division to other Investment Divisions.

     Enter day of the month on which you would like transfers to be made: ____
(1st through 28th). 

     If the day of the month selected does not fall on a Valuation Date,
transfers will be made on the next following Valuation Date. Transfers will be
made at the unit values determined on the date of each transfer.

     Enter total dollar amount to be transferred: $_________  ($100 minimum)


     Enter investment divisions to which you would like transfers to be made and
 the dollar amount ($25 minimum) to be transferred to each investment division:

                 Asset Strategy      $____

                 Balanced      $____
 
                 Bond      $____

                 Growth      $____

                 High Income      $____

                 Income      $____

     International $____
Limited-Term Bond $____
Science & Technology $____
Small Cap $____
__________   $____
__________   $____

3.   Telephone Transfer Authorization:      Yes     No   If "yes", Owner must
initial agreement below.


     I agree to hold United Investors Life harmless from all claims when action
 is taken pursuant to a telephone transfer request based on the Owner's correct
 name and policy number. _______ (Owner's initials)

4.   Suitability:

     a.    Did you receive copies of the prospectuses for the variable life
policy and the Investment Divisions selected?                        Yes      No

     b.    Do you understand that the Policy Value and the amount and duration
 of the Death Benefit may increase or decrease based on the Investment Divisions
 selected?                                                           Yes      No

     c.    Do you believe that the insurance selected is suitable for your
financial obligations?                                               Yes      No

     I UNDERSTAND THAT THE POLICY VALUE WILL AND THE DEATH BENEFIT MAY INCREASE
OR DECREASE DEPENDING ON THE INVESTMENT PERFORMANCE OF ANY 
<PAGE>
 
INVESTMENT DIVISIONS SELECTED. I UNDERSTAND THAT THIS POLICY MAY TERMINATE
WITHOUT VALUE DEPENDING ON THE INVESTMENT PERFORMANCE OF SUCH INVESTMENT
DIVISIONS.


Signed at                                on 
          ------------------------------    -------------------------------
        X
          -----------------------------------------------------------------
                                   City and State            Month/Day/Year  

Signature of Proposed Insured



        X
          -----------------------------------------------------------------
                                                         Signature of Owner 
(if other than Proposed Insured)

<PAGE>
   
Exhibit 1.A(11)       
 
                    UNITED INVESTORS LIFE INSURANCE COMPANY

                      DESCRIPTION OF ISSUANCE, TRANSFER 
                         AND REDEMPTION PROCEDURES FOR
               FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICIES
                     Pursuant to Rule 6e-3(T)(b)(12)(iii)


This document sets forth the administrative procedures that will be followed
by United Investors Life Insurance Company ("United Investors" or the
"Company") in connection with the issuance of a Flexible Premium Variable Life
Insurance Policy, (the "Policy"), the transfer of assets held thereunder, and
the redemption by Owners of their interests in such Policy.
   
I. PROCEDURES RELATING TO ISSUANCE AND PURCHASE OF POLICIES       

   1. Premium Payments and Underwriting

      Premiums for the Policies will not be the same for all owners of Policies
   ("Owners"). An Initial Premium, together with a completed application
   satisfactory to the Company, must be received by the Company before a Policy
   will be issued. The Company requires that the Initial Premium for a Policy be
   at least equal to the Minimum Monthly Premium for the Policy. (The Minimum
   Monthly Premium is the amount of premium required to keep the Death Benefit
   Guarantee in effect based on the requested Initial Face Amount, the issue
   age, sex and risk class of the Insured and charges under the Policy.)

      Following the Initial Premium, additional premiums in the amount of $25.00
   may be paid at any time, subject to the limitations below. An Owner may
   establish a scheduled of planned periodic premiums which will be billed by
   the Company at regular intervals or may set up monthly bank drafts for
   premium payments. Failure to pay planned periodic premiums, however, will not
   itself cause the Policy to lapse.

      An Owner may make unscheduled premium payments at any time in any amount,
   or skip planned periodic premium payments, subject to the following
   limitations. Every premium payment must be at least $25. In no event may the
   total of all premiums paid in any Policy 

                                    Page 1
<PAGE>
 
year exceed the current maximum premium limitations for that year established by
Federal tax laws or by the Company.

     If at any time a premium is paid which would result in total premiums
exceeding the current maximum premium limitation, the Company will only accept
that portion of the premium which will make total premiums equal the maximum.
Any part of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by the
current maximum premium limitations prescribed by Federal tax law.

     A Policy will remain in force as long as the Net Cash Surrender Value is
sufficient to cover the Monthly Deduction or as long as the Death Benefit
Guarantee is in effect. The Death Benefit Guarantee will remain in effect as
long as the sum of the premiums paid minus any partial surrenders and any Loan
Balance equals or exceeds the Minimum Monthly Premium multiplied by the number
of months the Policy is in force. The amount of a premium, if any, that must be
paid to keep the Policy in force depends upon the Policy Value of the Policy,
which in turn depends on such factors as the investment experience and the cost
of insurance charge. The cost of insurance rate utilized in computing the cost
of insurance charge will not be the same for each Insured. The chief reason is
that the principle of pooling and distribution of mortality risks is based on
the assumption that each Insured incurs an insurance rate commensurate with his
or her mortality risk which is actuarially determined based on such factors as
attained age, sex and risk class. Accordingly, while not all Insureds will be
subject to the same cost of insurance rate, there will be a single "rate" for
all Insureds in a given actuarial category.

     Current cost of insurance expectations as to future mortality experience.
For standard risk classes, the cost of insurance


                                    Page 2
<PAGE>
 
rates are guaranteed not to exceed the rates set forth in the 1980 Commissioners
Standard Ordinary Mortality Tables, Male or Female, Smoker or Nonsmoker, Age
Last Birthday.

        The Policies will be offered and sold pursuant to established
     mortality structure and underwriting standards and in accordance with state
     insurance laws. State insurance laws may prohibit unfair discrimination
     among Insureds but recognize that premiums may be based upon factors such
     as age, sex, health and occupation.

        2. Application and Initial Premium Processing

        Upon receipt of a completed application, the Company will follow certain
     insurance underwriting (e.g., evaluation of risks) procedures designed to
     determine whether the Proposed Insured is insurable. This process may
     involve such verification procedures as medical examinations and may
     require that further information be provided by the Proposed Insured before
     a determination can be made. A Policy will not be issued until the
     underwriting procedure has been completed.

        Insurance coverage under a Policy (except for coverage provided in a
     Temporary Insurance Agreement) will begin when the Policy is delivered and
     the initial premium has been received prior to the Insured's death or prior
     to any change in health as shown in the application. The Policy Date is the
     date the Company issues the Policy. Policy Anniversaries, Policy Years and
     Policy Months are measured from the Policy Date.

        On the Policy Date, the initial Net Premium plus any interest accrued
     prior to that date will be allocated in accordance with the allocation
     percentages specified in the application.

        The Minimum Face Amount at issue for ages 0 - 50 is $100,000 for the
     Preferred Risk Class, and $75,000 for Nontobacco and Tobacco Risk Class.
     The Minimum Face amount at issue for all Risk Classes age 51 and up is
     $50,000.

                                    Page 3
<PAGE>
 
        3. Reinstatement Procedures

        The Policy may be reinstated within five years after lapse during the
     Insured's lifetime and before the Maturity Date unless the Policy has been
     surrendered. A Policy will be reinstated upon receipt by the Company of a
     written application for reinstatement, evidence of insurability
     satisfactory to the Company, and payment of sufficient premium equal to the
     total following amounts:

        1. the amounts that would have been required for the Policy to continue
           in force without entering a Grace Period, and for each month during
           the Grace Period at the end of which the Policy terminated; and

        2. the amount that will be required for the Policy to continue in force
           without entering a Grace Period for three months after the
           Reinstatement Date.

     The Policy Value on the date of reinstatement will be equal to the Policy
     Value on the Monthly Anniversary when the Policy lapsed. The effective date
     of reinstatement will be the Monthly Anniversary on or following the date
     the Company approves the application for reinstatement. The surrender
     charge on the date of reinstatement will be counted from the original
     Policy Date.

II.  REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

Set forth below is a summary of the principal Policy provisions and
administrative procedures which might be deemed to constitute, either directly
or indirectly, a "redemption" transaction. The summary shows that because of the
insurance nature of the Policies, the procedures involved necessarily differ in
certain significant respects from the redemption procedures for mutual funds and
contractual plans.

                                    Page 4
<PAGE>
 
1. Surrenders and Partial Surrenders

   At any time during the lifetime of the Insured and while a Policy is in
effect, the Owner may surrender the Policy or make a partial surrender under the
Policy by sending a written request to the Company. The amount available for
surrender is the Cash Surrender Value, less any Loan Balance, at the end of the
valuation period during which the surrender request is received by the Company,
subject to the limits described below. Amounts payable from the Variable Account
upon surrender or a partial surrender will ordinarily be paid within seven days
of receipt of the written request, although payments may be postponed under
certain circumstances.

   If the Policy is being surrendered, the Policy must be returned to the
Company along with a written request to surrender the Policy. If the Policy is
surrendered prior to the end of the 16th Policy Year or the end of the 16th year
following an increase in Face Amount, a surrender charge will be made. The
surrender charge varies based on the Insured's age at issue (or on the effective
date of any increase). This surrender charge is a specified dollar amount per
$1,000 of Face Amount and is based on the Policy Year of surrender. A table of
surrender charges is included in the Policy.

   The minimum partial surrender amount is $100. The maximum partial surrender
amount is the Net Cash Surrender Value less $300. The Company will make a
surrender charge when a partial surrender is made. The surrender charge will be
equal to the lesser of $25 or 2% of the partial surrender amount plus a portion
of the surrender charge equal to the percentage of the Net Cash Surrender Value
being withdrawn multiplied by the surrender charge then in effect.

   The Owner may choose to allocate the amount surrendered (including any
surrender charges) among specific Investment Divisions of the Variable Account
and the Fixed Account. 


                                    Page 5
<PAGE>
 
If no allocation is specified, then the partial surrender amount (including any
surrender charges) will be allocated among the Investment Divisions of the
Variable Account and the Fixed Account in the same proportion that their values
bears to the total unloaned Policy Value.

   The Death Benefit will be affected when a partial surrender is made. If Death
Benefit Option A is in effect, then a partial surrender will decrease the face
amount by an amount equal to the partial surrender amount (including any
surrender charges). If the Death Benefit is based on a percentage of the Policy
Value, then a partial surrender will decrease the Face Amount by the amount by
which the partial surrender (including any surrender charges) exceeds the
difference between the Death Benefit and the Face Amount. If Death Benefit
Option B is in effect, the total Death Benefit is also reduced by the partial
surrender amount (including any surrender charges), but the Face Amount will not
change.

   The Face Amount remaining in force after a partial surrender may not be less
than $50,000. Any request for a partial surrender that would reduce the Face
Amount below this amount will not be implemented. If the Face Amount has been
increased, any partial surrender will reduce the Face Amount starting with the
most recent increase and continuing in the reverse order in which increases were
made. If any reduction is left after all Face Amount increases have been
reduced, it will be used to reduce the Initial Face Amount. The Company may
limit the number of times partial surrenders may be made but this limit will not
be less than one.

   B.  Change in Face Amount

   The Owner may increase or decrease the Face Amount of a Policy (without
changing the Death Benefit Option) once each Policy Year after the first Policy
Anniversary. A written request is required for a change in the Face Amount. Any
change is subject to the following 


                                    Page 6
<PAGE>
 
conditions:

   1. Any decrease will become effective on the Monthly Anniversary on or next
      following receipt of the written request.

   2. The Face Amount may not be decreased below $50,000.

   Face Amount decreases will be used to reduce any Face Amount increases then
in effect, starting with the most recent increase and continuing in the reverse
order in which increases were made. If any decrease is remaining, it will be
used to reduce the Initial Face Amount.

      For an increase in the Face Amount, the Company requires that satisfactory
evidence of insurability be submitted and that any additional premium for the
increase is paid. If approved, the increase will become effective as of the
Monthly Anniversary following the day the application for increase is approved
by the Company. In addition, the Insured must have an attained age of not
greater than 75 on the effective date of the increase. The increase may not be
less than $25,000.

   C.  Change in Death Benefit Option

   After the first Policy Anniversary, the Owner may request in writing to
change the Death Benefit Option. If the request is to change from Option A to
Option B, the Face Amount will be decreased by the amount of the Policy Value.
If the request is to change from Option B to Option A, the total Death Benefit
will remain the same and the Face Amount will be increased by the amount of the
Policy Value. The effective date of a change will be the Monthly Anniversary on
or following the date the Company approves the request for the change. The Death
Benefit Option may be changed once each Policy Year.

   D.  Benefit Claims

   While the Policy remains in force, the Company will usually pay a Death
Benefit to the 

                                    Page 7
<PAGE>
 
named beneficiary in accordance with the designated Death Benefit Option within
seven days after receipt of due proof of death of the Insured. Payment of Death
Benefits may be postponed under certain circumstances, such as the New York
Stock Exchange being closed for reasons other than customary weekend and holiday
closings.

   The amount of the Death Benefit is determined at the end of the valuation
period during which the Insured dies. The amount of the Death Benefit will never
be less than the current Face Amount of the Policy as long as the Policy remains
in force. The proceeds will be reduced by any outstanding Loan Balance. The
Death Benefit may exceed the Face Amount of the Policy depending on the Death
Benefit Option in effect, the Policy Value of the Policy and the applicable
percentage in effect at the date of death. The appliable percentage is shown in
a Table of Death Benefit Factors in the Policy. Under Option A, the Death
Benefit is the greater of the Face Amount or the Policy Value on the date of
death multiplied by the applicable percentage. Under Death Benefit Option B, the
Death Benefit is equal to the Face Amount plus the Policy Value on the date of
death or, if greater, the applicable percentage (as per Option A) multiplied by
the Policy Value on the date of death.

   If the Insured is living on the Maturity Date (the Policy Anniversary on or
next following the Insured's 100th birthday), the Company will pay in a lump sum
the Policy Value of the Policy less any Loan Balance.
 
   Death Benefit proceeds may be paid in single sum or under one of the Payment
Options described in the Policy. The election may be made by the Owner during
the Insured's lifetime. If the election has not been made when the Beneficiary
becomes entitled to the proceeds, the Beneficiary may elect a Payment Option.

                                    Page 8
<PAGE>
 
        5. Policy Loans

        The Owner may, by written request to the Company, borrow an amount up to
the Maximum Loan Value of the Policy, with the Policy serving as sole security
for such loan. The Maximum Loan Value is 90% of the Policy Value less surrender
charges. The minimum amount that may be borrowed is $200. Any amount due to an
Owner under a loan ordinarily will be paid within seven days after the Company
receives the loan request, although payments may be postponed under certain
circumstances.

        When a loan is made, the amount of the loan plus any loan interest will
be transferred to the Fixed Account as security for the loan. Unless the Owner
requests a different allocation, amounts will be transferred from the Investment
Divisions of the Variable Account to the Fixed Account in the same proportion
that the value of each Investment Division bears to the Variable Account Value.
Loaned amounts transferred to the Fixed Account will accrue interest daily at a
minimum effective annual rate of at least 4%. The Company may also credit
additional interest on the portion of the Loan Balance which does not exceed the
Policy Value minus the total premiums paid.

        A Policy Loan may be repaid in whole or in part at any time prior to the
death of the Insured and as long as a Policy is in effect. Repayment must be
made in an amount of at least $200 or the outstanding Loan Balance if less. When
a loan repayment is made, payments will be allocated according to the premium
allocation instructions then in effect, unless the Owner specifies otherwise.

III.  TRANSFERS

        The Variable Account currently has 11 Investment Divisions. Under the
Company's current rules, the Owner may transfer values among the Investment
Divisions or to the Fixed 

                                    Page 9
<PAGE>
 
Account up to 12 times per Policy Year. Transfers from the Fixed Account to the
Investment Divisions of the Variable Account are allowed once per Policy Year.
If a transfer is made from the Fixed Account to a variable Investment Division,
a transfer from the variable Investment Division to the Fixed Account may not be
made for six months.

   Transfers may be made in a satisfactory written request or by telephone (if
written authorization is on file). Transfers must be in amounts of at least $100
or, if smaller, the Policy Value held in the Investment Division or the Fixed
Account. The amount transferred from the Fixed Account to the variable
Investment Divisions may not exceed the greater of 25% of the prior Policy
Year's Fixed Account Value or the amount of the prior Policy Year's Fixed
Account transfer. The Company will effectuate transfers and determine all values
in connection with transfers as of the end of the valuation period during which
the transfer request is received.

   The Company currently intends to continue to permit transfers for the
foreseeable future. The Company may suspend or modify the transfer privilege at
any time with the necessary approval of the SEC, including the minimum amount
transferable, the ability to transfer amounts to the Fixed Account, and the
frequency of such transfers.

   The Owner may direct the Company to automatically transfer amounts on a
monthly basis from the Money Market Investment Division to any other Investment
Division of the Variable Account. This service is intended to allow the Owner to
utilize Dollar Cost Averaging (DCA), a long-term investment program which
provides for regular, level investments over time. The Company makes no
guarantees that DCA will result in a profit or protect against loss in a
declining market. The minimum transfer amount is $100 (or $25 for each
Investment Division selected).



                                    Page 10
<PAGE>
 
IV. REFUNDS

      A.  Right to Examine Policy Period

      The Owner may cancel a Policy within 20 days after receiving it, or within
   45 days after the application was signed, whichever is latest. If a Policy is
   canceled within this time period, a refund will be paid. The refund will
   equal all premiums paid under the Policy, or the amount required by state law
   if different.

      B.  Suicide

      In the event the Insured commits suicide, whether sane or insane, within
   two years of the Policy Date, the amount payable will be limited to the
   return of premiums paid, less any Loan Balance and any partial surrenders. In
   the event of suicide within two years of the effective date of any increase
   in Face Amount, the Death Benefit for that increase will be limited to the
   excess, if any, of the Net Amount At Risk on the date of death over the
   corresponding amount in effect just prior to the increase, and increased by
   the total monthly cost of insurance charges deducted for this excess.

      C.  Incontestability Clause

      The Policy is incontestable after it has been in force for two years from
   the Policy Date during the lifetime of the Insured. An increase in the Face
   Amount or addition of a rider after the Policy Date is incontestable after
   such increase or addition has been in force for two years from its effective
   date during the lifetime of the Insured. If the Policy is reinstated, a new
   two year contestable period (apart from any remaining contestable period)
   will apply during the lifetime of the Insured for two years after the
   effective date of the reinstatement and will apply only to statements made in
   the application for reinstatement.

                                    Page 11
<PAGE>
 
      D.  Misstatement of Age or Sex

          If the age or sex of the Insured has been misstated in the
   application, the amount of the Death Benefit will be that which the most
   recent cost of insurance charge would have purchased for the correct age or
   sex.

                                    Page 12

<PAGE>
 
Exhibit 2


              [LETTERHEAD OF UNITED INVESTORS LIFE APPEARS HERE]


                          August 1, 1997




The Board of Directors
United Investors Life Insurance Company
2001 Third Avenue, South
Birmingham, Alabama 35233

Gentlemen:

     With reference to the Registration Statement for the United Investors
Universal Life Variable Account filed on form S-6 (File No. 333-26505) with
the Securities and Exchange Commission covering flexible premium variable life
insurance policies, I have examined such documents and such law as I
considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

     1.   United Investors Life Insurance company is duly organized and        
          validly existing under the laws of the State of Missouri and has     
          been duly authorized to issue individual flexible premium variable   
          life policies by the Division of Insurance of the State of Missouri.

     2.   The United Investors Universal Life Variable Account is a duly       
          authorized and existing separate account established pursuant to
          the provisions of Section 376.309, of the Revised Statutes of        
          Missouri.

     3.   The flexible premium variable life policies, when issued
          as contemplated by said Form S-6 Registration Statement, will        
          constitute legal, validly issued and binding obligations of 
          United Investors Life Insurance Company.

     I hereby consent to the filing of this opinion as an Exhibit to said S-6 
Registration Statement and to the use of my name under the caption       
"Legal Matters" in the prospectus.


                                   Very truly yours,

                                   /s/ James L. Sedgwick

                                   James L. Sedgwick

JLS:dk

<PAGE>
 
Exhibit 6


              [LETTERHEAD OF UNITED INVESTORS LIFE APPEARS HERE]





                                    August 1, 1997




United Investors Life Insurance Company 
2001 Third Avenue South 
Birmingham, AL 35233

Gentlemen:

     In my capacity as Vice President and Chief Actuary of United Investors
Life Insurance Company, I have provided advice concerning the illustration of
death benefits and policy values set forth in the prospectus contained in the
Registration Statement for the United Investors Universal Life Variable
Account filed on Form S-6 (File No.  333-26505) with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Registration
Statement") regarding the offer and sale of flexible premium variable life
insurance policies (the "Policies").

     It is my professional opinion that the illustration of death benefits
and policy values included in of the prospectus, based on the assumptions
stated in the illustrations, are consistent with the provisions of the Policy. 
The rate structure of the Policy has not been designed so as to make the
relationship between premiums and benefits, as shown in the illustrations,
appear more favorable to a purchaser of a Policy for male age 35 standard non-
tobacco or male age 50 standard non-tobacco than to prospective purchasers of
Policies at other ages or underwriting classes.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.


                                   Sincerely,

                                   /s/ W. Thomas Aycock  

                                   W. Thomas Aycock 
                                   Vice President and Chief Actuary


WTA:dk

<PAGE>
 
Exhibit 7(a)

                             Accountant's Consent
                             --------------------



The Board of Directors of 
United Investors Life Insurance Company



We consent to the use of our report dated January 31, 1997 relating to 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 flow for each of the years in the three-year period ended December
31, 1996, as contained in Pre-Effective Amendment No.-1 to Form S-6 for United
Investors Universal Life Variable Account.  We also consent to the reference
to our firm under the heading "Experts" in the Prospectus.




                                         KPMG PEAT MARWICK LLP


Birmingham, Alabama
August 5, 1997

<PAGE>

Exhibit 7(b) 
                [Letterhead of Sutherland, Asbill & Brennan LLP]



                                 August 5, 1997


United Investors Life Insurance Company
2001 Third Avenue South
Birmingham, Alabama 35233

Gentlemen:

     We hereby consent to the reference to our name under the caption "Legal
Matters" in the prospectus filed as part of Pre-Effective Amendment No. 1 to the
Form S-6 registration statement for United Investors Universal Life Variable
Account (File No. 333-26505).  In giving this consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

                                Sincerely,

                                SUTHERLAND, ASBILL & BRENNAN LLP



                                By:  /s/ Frederick R. Bellamy
                                   ---------------------------------
                                     Frederick R. Bellamy, Esq.


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