UNITED INVESTORS UNIVERSAL LIFE VARIABLE ACCOUNT
S-6EL24, 1997-05-05
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<PAGE>
 
      As Filed with the Securities and Exchange Commission on May 5, 1997

                                                    Registration No. 333- ______

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                   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>
 
 

               UNITED INVESTORS UNIVERSAL LIFE 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) 453-1271


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 Portfolio     High Income Portfolio       Limited-Term Bond
                                                         Portfolio
Balanced Portfolio           Income Portfolio            Money Market Portfolio
Bond Portfolio               International Portfolio     Science and Technology
                                                         Portfolio
Growth Portfolio                                         Small Cap 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.

<PAGE>
 
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, so 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.

                                      -2-
<PAGE>
 
<TABLE>
<CAPTION>


                               TABLE OF CONTENTS
<S>                                                                     <C> 
SUMMARY AND DIAGRAM OF THE POLICY.....................................  - 5 -

DEFINITIONS........................................................... - 10 -

UNITED INVESTORS...................................................... - 11 -

THE VARIABLE ACCOUNT AND TMK/UNITED................................... - 11 -

FACTS ABOUT THE POLICY......................................................  -15 -
      Applying for a Policy................................................. - 15 -
      Free Look Right to Cancel Policy...................................... - 16 -
      Premiums.............................................................. - 16 -
      Planned Premiums...................................................... - 16 -
      Premiums to Prevent Termination....................................... - 17 -
      Death Benefit Guarantee............................................... - 18 -
      Crediting Premiums to the Policy...................................... - 18 -
      Net Premium Allocations............................................... - 18 -
      Fixed Account Option.................................................. - 19 -
      Transfers............................................................. - 19 -
      Dollar-Cost Averaging................................................. - 20 -
      Surrender of the Policy............................................... - 21 -
      Partial Surrenders.................................................... - 21 -
      Loan Benefits......................................................... - 22 -
      Requesting Payments................................................... - 24 -
      Other Changes......................................................... - 25 -
      Reports to Owners..................................................... - 25 -
      Other Policy Provisions............................................... - 25 -
      Assignment and Change of Owner........................................ - 27 -
      Supplemental Benefits................................................. - 27 - 

CHARGES AND DEDUCTIONS...................................................... - 28 -

POLICY VALUES............................................................... - 33 -
      Policy Value.......................................................... - 33 -
      Cash Surrender Value.................................................. - 33 -
      Net Cash Surrender Value.............................................. - 33 -
      Variable Account Value................................................ - 34 -
      Fixed Account Value................................................... - 37 - 

DEATH BENEFITS.............................................................. - 38 -
      Amount of Death Benefit Payable....................................... - 38 -
      Death Benefit Options................................................. - 38 -
      Changing the Death Benefit Option..................................... - 39 -
      Changing the Face Amount.............................................. - 40 - 
</TABLE>

                                      -3-
<PAGE>
 
<TABLE> 

      <S>                                                                    <C>  
      Effect of Partial Surrenders on the Death Benefit .................... - 42 -
      Changing the Beneficiary ............................................. - 42 -

HYPOTHETICAL ILLUSTRATIONS.................................................. - 42 -

TAX CONSIDERATIONS.......................................................... - 52 -

ADDITIONAL INFORMATION...................................................... - 59 -
      Directors and Officers of United Investors............................ - 59 -
      Sale of the Policies.................................................. - 60 -
      Voting of Portfolio Shares............................................ - 61 -
      Other Information..................................................... - 62 -
      Litigation............................................................ - 62 -
      Legal Matters......................................................... - 62 -
      Experts............................................................... - 62 -
      Financial Statements.................................................. - 63 -
</TABLE> 

This prospectus does not constitute an offering in any jurisdiction in which
such offering may not be lawfully made.







                                      -4-
<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

                                      -5-
<PAGE>
 
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) 453-1271.

                                      -6-
<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.
 
<TABLE> 
<CAPTION> 

              Asset       Balanced       Bond         Growth    High Income
             Strategy
<S>            <C>           <C>         <C>           <C>         <C>    
Fees           .80%          .60%        .53%          .70%        .65%
Expenses       .13%          .10%        .06%          .03%        .06%
             ------        ------      ------        ------      ------
Total          .93%          .70%        .59%          .73%        .71%
</TABLE> 

<TABLE> 
<CAPTION> 
 
          Income   International  Limited-Term   Money   Science and  Small Cap
                                  Bond           Market  Technology
<S>         <C>          <C>         <C>         <C>        <C>         <C>  
Fees        .70 %        .80%        .55%        .50%       .70%        .85%
Expenses    .03 %        .20%        .21%        .11%       .03%        .06%
           ------      ------      ------      ------     ------      ------
Total       .73 %       1.00%        .76%        .61%       .73%        .91%
</TABLE> 
- -----------------------------------------------------------------------------

                                      -7-
<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.
- -----------------------------------------------------------------------------

                                      -8-
<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."
- --------------------------------------------------------------------------------

                                      -9-
<PAGE>
 
DEFINITIONS

Administrative Office -  2323 Bryan Street - Suite 1100, P.O. Box 219065,
Dallas, TX 75221-9065, (800) 453-1271.

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 - 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.

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.

                                      -10-
<PAGE>
 
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.

                                      -11-
<PAGE>
 
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.

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.

                                      -12-
<PAGE>

 
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.

                                      -13-
<PAGE>
 
     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 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

                                      -14-
<PAGE>
 
     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

                                      -15-
<PAGE>
 
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
arrangements, or switch payment frequencies, whenever 

                                      -16-
<PAGE>
 
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 

                                      -17-
<PAGE>
 
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

                                      -18-
<PAGE>
 
otherwise. Net Premium allocations must be in percentages totaling 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

                                      -19-
<PAGE>
 
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

                                      -20-
<PAGE>
 
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.

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

                                      -21-
<PAGE>
 
     (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.

                                      -22-
<PAGE>
 
     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.

     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 

                                      -23-
<PAGE>
 
     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's 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

                                      -24-
<PAGE>
 
     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.

     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.

                                      -25-
<PAGE>
 
            .  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.

                                      -26-
<PAGE>
 
            .  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 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.

                                      -27-
<PAGE>
 
            .    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:

                                      -28-
<PAGE>
 
     (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 Variable

                                      -29-
<PAGE>
 
     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 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

                                      -30-
<PAGE>
 
     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.

                                      -31-
<PAGE>
 
Other Charges.  See the prospectus for the TMK/United for a description of the
investment advisory fees and other expenses incurred by the Portfolios.

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
         1.003274; 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 

                                      -32-
<PAGE>
 
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.

                                      -33-
<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

                                      -34-
<PAGE>
 
     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.

                                      -35-
<PAGE>
 
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

          (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

                                      -36-
<PAGE>
 
     (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

                                      -37-
<PAGE>
 
     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 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


                                      -38-
<PAGE>
 
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:

                                      -39-
<PAGE>
 
     (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.  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 

                                      -40-
<PAGE>
 
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.

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.

                                      -41-
<PAGE>
 
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, 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.

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% 

                                      -42-
<PAGE>
 
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 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.

                                      -43-
<PAGE>
 
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.

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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -44-
<PAGE>

<TABLE> 
<CAPTION> 

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
CURRENT CHARGES

         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    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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -45-
<PAGE>

<TABLE> 
<CAPTION> 

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
GUARANTEED CHARGES

         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      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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -46-
<PAGE>
<TABLE> 
<CAPTION> 

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION A
GUARANTEED CHARGES

         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    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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -47- 
<PAGE>

<TABLE> 
<CAPTION> 

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
CURRENT CHARGES

         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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -48-
 
<PAGE>

<TABLE> 
<CAPTION> 

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
CURRENT CHARGES

         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    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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -49- 
<PAGE>
 
<TABLE> 
<CAPTION> 

MALE ISSUE AGE 35, STANDARD NON-TOBACCO
$1,000 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
GUARANTEED CHARGES

         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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.

                                      -50-
<PAGE>

<TABLE> 
<CAPTION> 

MALE ISSUE AGE 50, STANDARD NON-TOBACCO
$2,500 ANNUAL PREMIUM
$100,000 FACE AMOUNT, OPTION B
GUARANTEED CHARGES

         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    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
hypothectical rates of return can be achieved for any one year or sustained over
a period of time.


                                     -51-
<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 rate class or
a rate 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 rate 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.

                                      -52-
<PAGE>
 
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.

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.

                                      -53-
<PAGE>
 
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.

                                      -54-
<PAGE>
 
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 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

                                      -55-
<PAGE>
 
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.

                                      -56-
<PAGE>
 
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.

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.

                                      -57-
<PAGE>
 
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.



                                      -58-
<PAGE>

Taxation of United Investors
 
United Investors incurs state and local premium taxes. 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
federal, state or local taxes (other than state premium 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 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.

                                      -59-
<PAGE>
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
  Name and Position with                                                       
     United Investors          Principal Occupation 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
Vice President and           Life 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
Director                     Company 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 and    1986 and Chief Executive Officer since December
Chief Executive Officer      1984. Chairman of United Investors Management
                             Company since October 1986.
- --------------------------------------------------------------------------------
James L. Sedgwick            President of United Investors since September
President and Director       1991.  General Counsel, Vice President and
                             Secretary of United Investors, July 1979 -
                             September 1991.
- --------------------------------------------------------------------------------
Ross W. Stagner              Vice President of United Investors since January
Vice President and Director  1992.  Assistant Vice President of United
                             Investors, March 1988 - January 1992.
- --------------------------------------------------------------------------------
William L. Surber            Vice President of United Investors since April
Vice President and Director  1992.  Assistant Vice President of United
                             Investors, January 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 

                                      -60-
<PAGE>
 
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 

                                      -61-
<PAGE>
 
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.

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, L.L.P. of
Washington, D.C.

Experts.  The financial statements of United Investors included in this
prospectus have been audited by___________________________________________
independent accountants, whose report thereon is set forth elsewhere herein.
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.

                                      -62-
<PAGE>
 
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.

                                      -63-
<PAGE>
 
                                   APPENDIX A
                  Surrender Charges Per $1,000 of Face Amount
<TABLE>
<CAPTION>
 
 
 Issue                                                                                                                 
 -----                                                                                                                 
  Age        Year 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.

                                      -64-
<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: _______________________________.

     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 /1/
               (b)    Form of Distribution Agreement /1/
               (c)    Schedule of Sales Commissions /1/
          (4)  Not applicable
          (5)  (a)    Specimen Flexible Premium Variable Life Insurance Policy
               (b)    Accelerated Death Benefit Rider
               (c)    Disability Waiver of Monthly Deduction Rider
               (d)    Additional Insured Term Insurance Rider
               (e)    Children's Term Insurance Rider
               (f)    Accidental Death Benefit Rider
          (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 /1/
          (9)  Not applicable
          (10) Application form /1/
          (11) Description of issuance, transfer and redemption procedures. /1/
          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. /1/

     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. /1/             
 
     7.   (a)    Consent of independent accountants /1/
          (b)    Consent of Sutherland, Asbill & Brennan, L.L.P. /1/

     8.   Powers of Attorney

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

/1/  To be filed by amendment.
/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 25th day of April, 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 25th day of April, 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     April 25, 1997
- ------------------------  and Chief Executive Officer
Ronald K. Richey      


/s/ W. Thomas Aycock      Vice President and Chief Actuary,      April 25, 1997
- ------------------------  Director
W. Thomas Aycock      


/s/ James L. Sedgwick     President                              April 25, 1997
- ------------------------
James L. Sedgwick


/s/ Michael J. Klyce      Vice President and Treasurer           April 25, 1997
- ------------------------
Michael J. Klyce


/s/ John H. Livingston    Director, Secretary and Counsel        April 25, 1997
- ------------------------
John H. Livingston


/s/ James L. Mayton, Jr.  Vice President and Controller          April 25, 1997
- ------------------------
James L. Mayton, Jr.


/s/ Anthony L. McWhorter  Director                               April 25, 1997
- ------------------------
Anthony L. McWhorter


/s/ Carol A. McCoy        Director                               April 25, 1997
- ------------------------
Carol A. McCoy


/s/ Ross W. Stagner       Vice President and Director            April 25, 1997
- ------------------------
Ross W. Stagner


/s/ William L. Surber     Vice President and Director            April 25, 1997
- ------------------------
William L. Surber


/s/ Keith A. Tucker       Director                               April 25, 1997
- ------------------------
Keith A. Tucker

</TABLE> 

<PAGE>
 
                              CERTIFIED RESOLUTION

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

          BE IT RESOLVED by the Board of Directors of United Investors Life
     Insurance Company (the "Company") that the Company, pursuant to the
     provisions of Section 376.309 of the Missouri Insurance Statutes, hereby
     establishes a separate account designated, "United Investors Universal Life
     Variable Account" (hereinafter "Variable Account") for the following use
     and purposes, and subject to such conditions as hereinafter set forth:

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

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

          FURTHER RESOLVED, that the fundamental investment policy of Variable
     Account shall be to invest or reinvest the assets of Variable Account in
     securities issued by investment companies registered under the Investment
     Company Act of 1940 as may be specified in the respective Contracts; and

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

          FURTHER RESOLVED, that each such investment division shall invest only
     in the shares of a single mutual fund or a single mutual fund portfolio of
     an investment company organized as a series fund pursuant to the Investment
     Company Act of 1940; and

          FURTHER RESOLVED, that each investment division may be comprised of
     two subdivisions, one to hold the amounts contributed under Contracts
     issued to retirement plans qualifying for favorable tax treatment under the
     provisions of the Internal Revenue Code, as amended, and the other to hold
     amounts contributed under Contracts not issued to such qualified plans; and
<PAGE>
 
Page 2

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

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

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

          FURTHER RESOLVED, that the President, the Treasurer and the Vice
     President and Chief Actuary, and each of them with full power to act
     without the others, hereby are severally authorized and empowered to
     prepare, execute and cause to be filed with the Securities and Exchange
     Commission on behalf of Variable Account, and by the Company as sponsor and
     depositor a Form of Notification of Registration Statement under the
     Securities Act of 1933 registering the Contracts, and any and all
     amendments to the foregoing on behalf of Variable Account and the Company
     and on behalf of and as attorneys of the principal executive officer and/or
     the principal financial officer and/or the principal accounting officer
     and/or any other officer of the Company; and

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

          FURTHER RESOLVED, that the appropriate Officers of the Company be, and
     they hereby are, authorized on behalf of Variable Account and on behalf of
     the
<PAGE>
 
Page 3

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

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

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

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

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

          FURTHER RESOLVED, that the appropriate officers of the Company, and
     each of them, are hereby authorized to execute and deliver all such
     documents and
<PAGE>
 
Page 4


     papers and to do or cause to be done all such acts and things as they may
     deem necessary or desirable to carry out the foregoing resolutions and the
     intent and purposes thereof.


     The foregoing resolution is still in full force and effect this 18th day of
     April, 1997.



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

<PAGE>
 
                           A Missouri Stock Company
================================================================================

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           Adjustable Death Benefit
     Death Benefit payable at Insured's death prior to the Maturity Date.
     Premium payments are flexible, subject to the limits described herein.
         Policy Value, less indebtedness, payable on the Maturity Date.
          This Policy is Nonparticipating. Dividends are not payable.

================================================================================

WE WILL PAY the proceeds of this policy to:

1.  you if the Insured is living on the Maturity Date; or

2.  the Beneficiary when we receive due proof satisfactory to us that the
    Insured died while this Policy was in force; and

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

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

"FREE LOOK" PERIOD - You may cancel this Policy by returning it by the later of:
(a) the 20th day after you receive it; or (b) the 45th day after the application
is signed.  You may return it to us or to the agent who sold it to you.  When we
receive the Policy, we will cancel it and refund any premiums that were paid.

DEATH BENEFIT - The amount and the duration of the Death Benefit may vary as
described in Sections 6 and 7 of the Policy.  ADDITIONAL PREMIUM PAYMENTS MAY BE
REQUIRED TO KEEP THIS POLICY IN FORCE.

POLICY VALUE - The Policy Value of this Policy prior to the Maturity Date is
equal to the Variable Account Value plus the Fixed Account Value.  The Variable
Account Value of this Policy may increase or decrease daily depending on the
investment experience of the Investment Divisions selected as described in
Sections 12 and 13 of the Policy.  The Variable Account Value is not guaranteed
as to fixed dollar amounts.

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


         [SIGNATURE APPEARS HERE]               [SIGNATURE APPEARS HERE]
                Secretary                              President
================================================================================

                        THIS POLICY IS A LEGAL CONTRACT
            BETWEEN YOU AND UNITED INVESTORS LIFE INSURANCE COMPANY
                           READ YOUR POLICY CAREFULLY
<TABLE>

<S>               <C>                        <C>                   <C>  
INSURED:          JOHN DOE                   POLICY NUMBER:        U000001
                              
POLICY DATE:      JAN 01, 1997               ISSUE AGE AND SEX:    35 MALE
 
MATURITY DATE:    JAN 01, 2062               INITIAL FACE AMOUNT:  $100,000
</TABLE>
================================================================================
<PAGE>
 
                           GUIDE TO POLICY PROVISIONS

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

  PROVISIONS                                                    SECTION

  Additional Premiums...........................................  7
                                                        
  Age and Sex...................................................  2
                                                        
  Amount of Insurance...........................................  2
                                                        
  Amount of Proceeds............................................  5
                                                        
  Assignment....................................................  3
                                                        
  Automatic Paid-Up Benefit..................................... 19
                                                        
  Beneficiary...................................................  3
                                                        
  Cash Surrender Value.......................................... 15
                                                        
  Change of Beneficiary.........................................  3
                                                        
  Death Benefit.................................................  6
                                                        
  Definitions...................................................  1
                                                        
  Delay or Suspension of Payments............................... 18
                                                        
  Errors in Age or Sex..........................................  4
                                                        
  Fixed Account................................................. 10
                                                        
  Fixed Account Value........................................... 11
                                                        
  Incontestability..............................................  4
                                                        
  Initial Premium...............................................  2
                                                        
  Investment Divisions.......................................... 13
                                                        
  Loans......................................................... 17
                                                        
  Partial Surrenders............................................ 16
                                                        
  Payment of Proceeds........................................... 21
                                                        
  Policy Date...................................................  2
                                                        
  Policy Exchange Option........................................ 20
                                                        
  Policy Value..................................................  9
                                                        
  Premium Provisions............................................  7
                                                        
  Suicide.......................................................  4
                                                        
  Transfers..................................................... 14
                                                        
  Variable Account Value........................................ 12

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



                                    Page 1
<PAGE>
 
                                1.  DEFINITIONS
- --------------------------------------------------------------------------------

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

Attained Age - The age of the Insured on his or her last birthday at the
beginning of the Policy Year.

Cash Surrender Value - The Policy Value less any Surrender Charges.

Death Benefit - The amount to be paid to the Beneficiary upon death of the
Insured.

Fixed Account - Part of the General Account of United Investors Life Insurance
Company to which you may allocate all or a portion of your Premiums or Policy
Values.

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

In Force - The Insured's life remains insured under the terms of this Policy.

Insured - The person whose life is insured by this Policy.

Investment Divisions - The Investment Divisions named under Policy Data.  Each
is part of a variable account of ours.

Issue Age - The age of the Insured on his or her last birthday prior to the
Policy Date.  The Issue Age is shown under Policy Data.

Loan Balance - All existing loans on this Policy plus Policy loan interest which
has been either accrued or been added to the Policy loan.

Maturity Date - The date on which proceeds, as defined herein, are payable if
the Insured is living.  The Maturity Date is shown under Policy Data.

Monthly Anniversary - The same day in 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 Premium - The Premium received less the Premium Expense Charge shown in the
Policy Data.

Net Amount at Risk - The excess of the Death Benefit over the Policy Value on
the Monthly Anniversary before the cost of insurance is deducted.

Net Cash Surrender Value - The Cash Surrender Value minus any Policy loans and
any Policy loan interest.

Policy Anniversary - The same day and month as the Policy Date each year 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 under Policy Data.

Policy Month - The first Policy Month starts on the Policy Date. Subsequent
Policy Months start on the Monthly Anniversary.

Policy Value - The Policy Value equals the Fixed Account Value plus the
Variable Account Value.

Reallocation Date - The date 30 days after the Policy Date, or the next
Valuation Date thereafter.

Terminate - This Policy is no longer in force.  All insurance coverage under
this Policy has stopped.

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

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

Variable Account Value - The sum of the values of the Investment Divisions under
this Policy.

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

Written Request - A request in writing signed by you.

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



                                    Page 2
<PAGE>
 
- --------------------------------------------------------------------------------
                                2.  POLICY DATA
- --------------------------------------------------------------------------------
<TABLE> 

<S>                                        <C> 
POLICY NUMBER: U0000001                       POLICY DATE:         JAN 01, 1997
                                   
                                   
INSURED:       JOHN DOE                       ISSUE AGE AND SEX:   35 MALE
                                   
                                   
OWNER:         JOHN DOE                       INITIAL FACE AMOUNT: $100,000
                                   
                                   
RISK CLASS:    STD. NONTOBACCO                MATURITY DATE:       JAN 01, 2062
</TABLE> 
- --------------------------------------------------------------------------------
Due to the variable nature of this Flexible Premium Variable Life Policy, it is
possible that this Policy will terminate before the Maturity Date (See
Termination and Grace Period in Section 7).
- --------------------------------------------------------------------------------
<TABLE>

<S>                                    <C>     
INITIAL PREMIUM:                       $100.00
 
MINIMUM MONTHLY PREMIUM:               $ 55.08
 
PLANNED PERIODIC PREMIUM:              $100.00  MODE:  MONTHLY BANK
                                                       DRAFT
- --------------------------------------------------------------------------------
 
MINIMUM FACE AMOUNT:                   $50,000
 
MINIMUM FACE AMOUNT INCREASE:          $25,000
 
DEATH BENEFIT GUARANTEE PERIOD:        JAN 01, 1997 THROUGH JAN 01, 2027*
 
DEATH BENEFIT OPTION:                  B (FACE AMOUNT PLUS POLICY VALUE)
 
MINIMUM TRANSFER  AMOUNT:              $ 100
                                   
MINIMUM PARTIAL SURRENDER AMOUNT:      $ 100
</TABLE> 
- --------------------------------------------------------------------------------

     *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 required Minimum Monthly Premium 
      multiplied by the number of months the Policy has been inforce (See 
      Grace Period in Section 7).



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

EXPENSE CHARGES AND FEES
 
ADMINISTRATIVE CHARGE:
 
      CURRENT:                $5.00 per month for the life of the Policy.
 
      MAXIMUM:                $7.50 per month for the life of the Policy.
 
MORTALITY AND EXPENSE
RISK CHARGE:
 
      CURRENT:                POLICY YEARS 1 - 10:
                              .002466% of average daily net assets of each 
                              Investment Division deducted daily (equivalent 
                              to .90% per year)

                              POLICY YEARS 11 & LATER:
                              .001918% of average daily net assets of each 
                              Investment Division deducted daily (equivalent 
                              to .70% per year)

      MAXIMUM:                ALL POLICY YEARS:
                              .002466% of average daily net assets of each  
                              Investment Division deducted daily (equivalent 
                              to .90% per year).


PREMIUM EXPENSE CHARGE:       3.5% subtracted from each premium payment for 
                              premium and DAC taxes.

GUARANTEED DEATH              1 Cent per $1,000 of Total Face Amount payable 
BENEFIT CHARGE:               monthly during the Death Benefit Guarantee 
                              Period while Death Benefit guarantee remains in 
                              effect.



VL973A                           Page 3A
<PAGE>
 
- --------------------------------------------------------------------------------
                           2. POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------

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

GUARANTEED INTEREST RATE:                 4.00% For all Policy
Years


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

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

- --------------------------------------------------------------------------------
                PREMIUM ALLOCATION SCHEDULE ON THE POLICY DATE
- --------------------------------------------------------------------------------
      ACCOUNT                                     PERCENT OF PREMIUMS
      -------------------                         -------------------
      Fixed Account                                       0%
      Asset Strategy                                     10%
      Balanced                                           10%
      Bond                                               10%
      Growth                                             10%
      High Income                                        10%
      Income                                             10%
      International                                      10%
      Limited-Term Bond                                   5%
      Money Market                                        5%
      Science & Technology                               10%
      Small Cap                                          10%



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

         TABLE OF SURRENDER CHARGES PER $1,000 OF INITIAL FACE AMOUNT
         ------------------------------------------------------------
<TABLE>
<CAPTION>
 
             Policy       Charge at          Policy      Charge at  
             Year        End of Year*         Year      End of Year*
             <S>         <C>                 <C>        <C>         
                 1               7.00           9            4.45
                 2               7.00          10            3.82
                 3               7.00          11            3.18   
                 4               7.00          12            2.55   
                 5               7.00          13            1.91   
                 6               6.36          14            1.27   
                 7               5.73          15            0.64
                 8               5.09        16 & Later      0.00
</TABLE> 
                                                      
*The Surrender Charge at the end of each Policy Year based on the Initial Face
 Amount is shown above. Between Policy Anniversaries the Surrender Charge will
 be an interpolation of the charge at the end of the current Policy Year and the
 charge at the end of the previous Policy Year.

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

For any increase in Face Amount, a Surrender Charge based on the increase will
be imposed in addition to the Surrender Charge stated above.  We will provide
you with a supplemental Policy Data Page which describes any additional
Surrender Charges.

PARTIAL SURRENDER CHARGE:       Lesser of $25 or 2% of the Partial
                                Surrender Amount, plus a portion
                                of the Surrender Charge.

- --------------------------------------------------------------------------------
                                  POLICY LOANS
- --------------------------------------------------------------------------------

MAXIMUM LOAN VALUE:                                90% OF POLICY VALUE LESS
                                                   SURRENDER CHARGES
                                          
LOAN INTEREST RATE CHARGED:                                6.00%
                                          
MINIMUM INTEREST RATE CREDITED ON LOANED                   4.00%
AMOUNTS:                                  
                                          
ADDITIONAL INTEREST RATE CURRENTLY                         2.00%
CREDITED ON PREFERRED LOAN AMOUNTS:       

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



                                    Page 3C
<PAGE>
 
                    TABLE OF MAXIMUM COST OF INSURANCE RATES
                   MONTHLY COST OF INSURANCE RATES PER $1,000
<TABLE> 
<CAPTION> 

- --------------------------------------------------------------------------------
ATTAINED                    ATTAINED                     ATTAINED
AGE          RATE           AGE            RATE          AGE           RATE
- --------------------------------------------------------------------------------
<S>         <C>             <C>         <C>              <C>       <C> 
   0        0.21943          34         0.13760           67       2.29201
   1        0.08587          35         0.14428           68       2.52819
   2        0.08254          36         0.15179           69       2.79077
   3        0.08087          37         0.16181           70       3.08860
   4        0.07753          38         0.17266           71       3.42980
   5        0.07336          39         0.18435           72       3.82530
   6        0.06919          40         0.19855           73       4.27493
   7        0.06502          41         0.21358           74       4.77159
   8        0.06252          42         0.22946           75       5.30544
   9        0.06169          43         0.24700           76       5.87269
  10        0.06252          44         0.26622           77       6.46947
  11        0.06753          45         0.28796           78       7.09996
  12        0.07670          46         0.31137           79       7.78482
  13        0.08921          47         0.33646           80       8.54724
  14        0.10339          48         0.36406           81       9.40951
  15        0.11340          49         0.39419           82      10.39222
  16        0.12342          50         0.42851           83      11.49455
  17        0.13093          51         0.46787           84      12.69876
  18        0.13593          52         0.51311           85      13.98063
  19        0.13927          53         0.56509           86      15.32651
  20        0.14011          54         0.62296           87      16.71801
  21        0.13844          55         0.68759           88      18.15089
  22        0.13593          56         0.75815           89      19.64755
  23        0.13260          57         0.83297           90      21.23308
  24        0.12926          58         0.91627           91      22.94951
  25        0.12509          59         1.00976           92      24.87000
  26        0.12258          60         1.11430           93      27.20133
  27        0.12091          61         1.23080           94      30.42888
  28        0.12008          62         1.36520           95      35.49222
  29        0.12008          63         1.51760           96      44.51508
  30        0.12091          64         1.68724           97      62.83141
  31        0.12342          65         1.87335           98     107.67365
  32        0.12675          66         2.07519           99    1000.00000
  33        0.13176
</TABLE> 

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

WE GUARANTEE THAT THE COST OF INSURANCE RATES WE CHARGE WILL NOT EXCEED THE
ABOVE RATES, OR A MULTIPLE THEREOF FOR SUBSTANDARD RISK CLASS.  THE MONTHLY COST
OF INSURANCE CHARGE AND COST OF INSURANCE RATES ARE DESCRIBED IN SECTION 8 OF
THE POLICY.



VL973D                            Page 3D
<PAGE>
 
                            3. OWNER AND BENEFICIARY
- --------------------------------------------------------------------------------

OWNER - The Owner as of the Policy Date is shown in the Policy Data.  The Owner
may receive all benefits and exercise all rights granted by this Policy during
the Insured's lifetime.  If there is more than one Owner at a given time, all
must exercise the rights of ownership by joint action.

BENEFICIARY - The Beneficiary of this Policy is as stated in the application,
unless subsequently changed by the Owner.  If no Beneficiary is living at the
death of the Insured, the proceeds will be paid to you, if you are living, or to
your estate.

CHANGE IN POLICY OWNER AND BENEFICIARY - Unless you provide otherwise in writing
to us, you may change the Owner or Beneficiary during the lifetime of the
Insured.  Changes must be made by written request filed with us.  The change
will take effect on the date the request was signed, but it will not apply to
payments made by us before we accept the request in writing.

ASSIGNMENT - You may assign this Policy.  However, no assignment will bind us
until it is filed in writing at our Home Office.  When it is filed, your rights
and the rights of any Beneficiary will be subject to it.  We will not be
responsible for the validity of any assignment.

                            4. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT -  This Policy, including the application, and any Riders,
Amendments or Endorsements attached hereto, is the entire contract between you
and us.  Any change must be made in writing by one of our officers.

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

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

ERRORS IN AGE AND SEX - If the Insured's age or sex is misstated, the benefits
under this Policy will be those which the last Monthly Cost of Insurance Charge
would have provided at the correct age and sex.

SUICIDE EXCLUSION - If the Insured dies by suicide, while sane or insane, within
two years from the Policy Date, our liability will be limited to the total
premiums paid less any Partial Surrenders and any loan balances.

If the Insured dies by suicide, while sane or insane, within two years from the
effective date of any Face Amount increase, the proceeds under this Policy shall
be reduced by 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 date of increase, and
increased by the total Monthly Cost of Insurance Charges deducted for this
excess.

INCONTESTABILITY - This Policy will be incontestable after it has been in force
during the lifetime of the Insured for two years from the Policy Date.

A new two year contestability period shall apply to each increase in insurance
amount that requires evidence of good health beginning on the effective date of
each increase, and will apply only to statements made in the application for the
increase.

If this Policy is reinstated, a new two year contestability period (apart from
any remaining contestability period) shall apply from the date of the
application for reinstatement and will apply only to statements made in the
application for reinstatement.


VL974                               Page 4
<PAGE>
 
                       4.  GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

ANNUAL REPORT - We will send you a report within 30 days following your Policy
Anniversary which shows the following information:

1.  the current Policy Value;

2.  any payments since the last report;

3.  all charges since the last report;

4.  any Partial Surrenders since the last report;

5.  any loan balance on this Policy;

6.  the current Cash Surrender Value;

7.  the Net Cash Surrender Value; and

8.  the current Death Benefit.

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

MATURITY DATE - The Maturity Date of this Policy is shown in the Policy Data.
This date is the Policy Anniversary on which the Insured attains age 100.  If
the Insured survives to Attained Age 100 and you ask us to continue this Policy,
we will extend the Maturity Date if in doing so this Policy still qualifies as
life insurance according to the Internal Revenue Service and your state. In
order to continue this Policy beyond Attained Age 100, we may require that the
Death Benefit not exceed the Policy Value.


                            5.  AMOUNT OF PROCEEDS
- --------------------------------------------------------------------------------

The proceeds payable by this Policy are:

 . Upon the death of the Insured prior to the Maturity Date, the Death Benefit,
  less any loan balance and any overdue Monthly Deductions.

 . On the Maturity Date, unless the Maturity Date has been extended, the Policy
  Value less any loan balance.

 . On surrender of the Policy prior to the Maturity Date, the Net Cash Surrender
  Value.

The proceeds may be taken in a lump sum or applied under one of the Payment
Options listed in the Payment of Proceeds Provision.


                               6. DEATH BENEFIT
- --------------------------------------------------------------------------------

AMOUNT OF DEATH BENEFIT - The amount of the Death Benefit depends on the total
Face Amount, the Policy Value on the date of the Insured's death, and the Death
Benefit Option in effect at that time.

The Initial Face Amount and the Death Benefit Option are shown in the Policy
Data. The Total Face Amount is the sum of all of the Face Amount portions.  The
Initial Face Amount and each Face Amount increase still in effect are Face
Amount portions.

Option A - The amount of the Death Benefit under Option A is the greater of:

   a. the total Face Amount at the beginning of the Policy Month when the death
      occurs; or

   b. the Policy Value on the date of death multiplied by the applicable factor
      from the Table of Death Benefit Factors below.

Option B - The amount of the Death Benefit under Option B is the greater of:
 
   a. the total Face Amount at the beginning of the Policy Month when the death
      occurs plus the Policy Value on the date of death; or

   b. the Policy Value on the date of death multiplied by the applicable factor
      from the Table of Death Benefit Factors below.
 



                                    Page 5
<PAGE>
 
                         6. DEATH BENEFITS (Continued)
- --------------------------------------------------------------------------------

                         TABLE OF DEATH BENEFIT FACTORS
- --------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 

    AGE        FACTOR       AGE      FACTOR      AGE     FACTOR
    -----------------       ---------------      --------------
    <S>        <C>          <C>      <C>         <C>     <C> 
    0-40         2.50        60        1.30       80       1.05      
      41         2.43        61        1.28       81       1.05
      42         2.36        62        1.26       82       1.05
      43         2.29        63        1.24       83       1.05
      44         2.22        64        1.22       84       1.05

      45         2.15        65        1.20       85       1.05
      46         2.09        66        1.19       86       1.05
      47         2.03        67        1.18       87       1.05
      48         1.97        68        1.17       88       1.05
      49         1.91        69        1.16       89       1.05

      50         1.85        70        1.15       90       1.05
      51         1.78        71        1.13       91       1.04
      52         1.71        72        1.11       92       1.03
      53         1.64        73        1.09       93       1.02
      54         1.57        74        1.07       94       1.01

      55         1.50        75        1.05       95       1.00
      56         1.46        76        1.05       96       1.00
      57         1.42        77        1.05       97       1.00
      58         1.38        78        1.05       98       1.00
      59         1.34        79        1.05       99       1.00
</TABLE> 
This table is based on the Insured's age last birthday at the beginning of the
policy year (attained age).

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

CHANGE IN DEATH BENEFIT OPTION - The Owner may change the Death Benefit Option
after this Policy has been in force for at least one year, subject to the
following requirements:

1. the Owner must request the change in writing;

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, 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, 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.

Any change in Death Benefit Option will take effect on the Monthly Anniversary
on or following the date we approve the request for the change.



VL976                           Page 6
<PAGE>
 
                         6. DEATH BENEFIT (Continued)
- --------------------------------------------------------------------------------

CHANGE IN FACE AMOUNT - The Owner may change the Face Amount of this Policy on
any Monthly Anniversary after the Policy has been in force at least one year,
subject to the following requirements. Once the Face Amount has been changed, it
cannot be changed again for the next twelve months.

Face Amount Increase - To increase the Face Amount the Owner must:

1. submit an application for the increase.

2. submit proof satisfactory to us that the Insured is an insurable risk; and

3. pay any additional premium which is required.

The Face Amount can not be increased after the Insured reaches age 75.  Each
Face Amount increase must be at least as large as the Minimum Face Amount
Increase shown in the Policy Data.  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.

The following changes will be made to reflect the increase:

1. The Minimum Monthly Premium will be increased.

2. Additional Surrender Charges equal to the Face Amount increase (in $1,000's)
   multiplied by the Surrender Charge Factors shown in the Policy Data will
   apply for 15 years following the increase.

We will furnish a supplement to the Policy Data that shows:

1. the Risk Class and the amount of the increase; and

2. the values for the changes described above.


Face Amount Decrease - The Owner must request in writing  any decrease in the
Face Amount.  The decrease will take effect on the later of:

1. the Monthly Anniversary on or following the day we receive the Owner's
   request for the decrease; or

2. the Monthly Anniversary one year after the last change in Face Amount was
   made.

A Face Amount decrease will be used to reduce any previous Face Amount increases
which are 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 not permit a Face Amount decrease that
would reduce the Initial Face Amount below the Minimum Face Amount shown in the
Policy Data.

The Minimum Monthly Premium will be reduced to reflect the Face Amount decrease.
The new Minimum Monthly Premium will be shown on a supplement to the Policy
Data.

We will deduct a charge from the Policy Value when the Face Amount is decreased.
The maximum charge we will deduct each time the Face Amount is decreased is the
lesser of:

1. the total of the current Surrender Charge for the amount of each Face Amount
   portion reduced; or

2. the Policy Value when the decrease is made.

The charge will be deducted for each Face Amount portion reduced, starting with
the charge for the first Face Amount portion reduced, and continued in the same
order in which the reductions are made until the charge is completely deducted.

Future Surrender Charges will be reduced proportionately for any charges
deducted.  After the Face Amount is decreased, the Surrender Charges for each
Face Amount portion for which a charge is deducted will be equal to the
Surrender Charges shown for that Face Amount portion in the Policy Data, or in
the supplement to the Policy Data, multiplied by the ratio of:

1. the amount of the Surrender Charge in effect for the Face Amount portion at
   the time the charge is deducted minus the amount of the charge deducted for
   the Face Amount portion; divided by

2. the amount of the Surrender Charge in effect for the Face Amount portion at
   the time the charge is deducted.



VL976A                              Page 7
<PAGE>
 
                             7. PREMIUM PROVISIONS
- --------------------------------------------------------------------------------
PREMIUMS - Premiums are payable in advance at our Administrative Office or to an
authorized agent.

ALLOCATION OF PREMIUMS - You may choose to allocate premiums to the Investment
Divisions of the Variable Account, the Fixed Account, or a combination thereof.
You may choose any whole percentage from 0% to 100%.

INITIAL PREMIUM - The Initial Premium is shown in the Policy Data. Between the
date the Initial Premium was received and the Policy Date, we will credit
interest on the Initial Premium as if it had been invested in the Money Market
Investment Division.

On the Policy Date the portion of the initial Net Premium you allocate to the
Investment Divisions of the Variable Account, plus any accrued interest on that
amount, will be allocated to the Money Market Investment Division. On the
Reallocation Date the value in the Money Market Investment Division will be
allocated among the Investment Divisions according to the premium allocation
percentages you specified in your application.

If Additional Premiums are received prior to the Reallocation Date, the
additional Net Premium you allocate to the Investment Divisions of the Variable 
Account will also be allocated to the Money Market Investment Division until the
Reallocation Date.

PLANNED PERIODIC PREMIUMS - Planned Periodic Premiums may be paid annually,
semi-annually, quarterly or monthly by bank draft.  The Planned Periodic Premium
and the payment interval in effect on the Policy Date are shown in the Policy
Data.  The Owner may change the amount and frequency of premiums.  We have the
right to limit the amount of any increase.  Each premium  after the Initial
Premium must be at least $25.00.  We may increase this minimum limit 90 days
after we send the Owner written notice of such increase.

ADDITIONAL PREMIUMS - Additional unscheduled premium payments can be made at any
time while this Policy is in force.  We reserve the right to refund or limit the
number and amount of any premiums paid so this Policy will continue to be
treated as a life insurance policy for federal income tax purposes.  If premiums
are limited by us, future premium payments may be required.

On the date we receive an Additional Premium or a Planned Periodic Premium, the
Net Premium will be allocated according to the allocation percentage you
specified in your application; or, if subsequently changed, according to your
instructions currently in effect.

MINIMUM PAYMENTS TO AVOID POLICY TERMINATION - You may make additional premium
payments to maintain the Policy in force to avoid Policy termination, as
described in the Grace Period Provision.  Such payments may not exceed the limit
established by law to qualify your Policy as a contract of life insurance for
federal tax purposes.

HOW LONG THE POLICY VALUE WILL CONTINUE YOUR INSURANCE - The Policy will
continue in force each month as long as the Net Cash Surrender Value on the
Monthly Anniversary at the beginning of that month is large enough to cover the
Monthly Deductions made for that month. During the Death Benefit Guaranteed
Period shown in the Policy Data, the Net Cash Surrender Value at the beginning
of a Policy Month may not be large enough to continue this Policy in force for
that month. This Policy will still continue in force for that month if the sum
of premiums paid at the beginning of that month, minus any Partial Surrenders
and any loan balance, are not less than accumulated Minimum Monthly Premiums as
of that Monthly Anniversary as described in Grace Period.

TERMINATION - This Policy will terminate on the earliest of the following dates:

1.  the date you surrender the Policy;

2.  the date the Policy terminates because any loan balance exceeds the Cash
    Surrender Value;

3.  the date of the Insured's death;

4.  the Maturity Date; or

5.  the end of the Grace Period.

Payment of the amount required, as described in the Grace Period Provision, will
keep the Policy in force with respect to items 2 and 5 above.


                             Page 8
<PAGE>
 
                      7.  PREMIUM PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------
GRACE PERIOD -  If: (1) the Policy loan balance exceeds the Policy Value less
Surrender Charges; or (2) the Net Cash Surrender Value is less than the Monthly
Deduction on a Monthly Anniversary, a Grace Period of 61 days will be allowed
for the payment of additional premiums so the Monthly Deduction can be made. At
least 30 days before this Policy ends without value we will mail to Your last
known address a notice of the amount of premium needed. We will send a copy of
the notice to the last known address of any assignee of record. That premium
will be due on the Monthly Anniversary on which the Net Cash Surrender Value was
first insufficient. If that premium is not paid within the Grace Period, this
Policy will end without value.

During the Death Benefit Guarantee Period shown in the Policy Data, this Policy
will not enter the Grace Period if the sum of the premiums paid less any loan
balance and Partial Surrenders is at least:

   a.  the Minimum Monthly Premium shown in the Policy Data; times

   b.  the number of months the Policy has been in force.

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.

The payment required will be sufficient to keep the Policy in force for three
months irrespective of investment performance. The payment required will not
exceed: (a) the amount by which the Policy loan balance exceeds the Policy Value
less surrender charges; plus (b) any accrued and unpaid Monthly Deductions as of
the date of notice; plus (c) an amount sufficient to cover the next two Monthly
Deductions.

If such payment is not made by the end of the Grace Period, the Policy will
terminate without value. If the Insured dies during the grace period, any loan
balance or overdue monthly deductions will be deducted from the Death Benefit to
determine the proceeds payable.

REINSTATEMENT -  This Policy may be reinstated (coverage restored) any time
within five years after it has terminated at the end of a grace period.  To
reinstate this 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, as described below.

The premium required to reinstate the Policy equals the total of the following
amounts:

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

2.  the amount that will be required for this Policy to continue in force
    without entering a Grace Period for next three months after the
    Reinstatement Date. The Reinstatement Date will be the Monthly Anniversary
    on or following the day we approve the application for reinstatement. The
    Policy Value on the Reinstatement Date will be equal to the Policy Value on
    the Monthly Anniversary when the Grace Period ended. The Surrender Charge on
    the Reinstatement Date will be counted from the original Policy Date.


This Policy may not be reinstated after:

1.  it has been surrendered for its Net Cash Surrender Value; or

2.  the Insured's death; or

3.  the Maturity Date.



                                    Page 9
<PAGE>
 
                         8.     CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
MONTHLY DEDUCTION - At the beginning of each Policy Month we make a deduction
from the Policy Value.  The Monthly Deduction will be deducted from the
Investment Divisions of the Variable Account and the Fixed Account in the same
proportion that their values bear to the total Policy Value, excluding amounts
transferred to the Fixed Account to secure Policy loans.  The Monthly Deduction
is equal to:

   a.  the Monthly Cost of Insurance Charge described below; plus

   b.  the Current Administrative Charge described in the Policy Data; plus

   c.  the Guaranteed Death Benefit Charge, if any, described in the Policy
       Data; plus

   d.  the cost of any additional benefits added by Riders to the Policy.

MONTHLY COST OF INSURANCE CHARGE - The Monthly Cost of Insurance for a Policy
Month is calculated as (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 before the
       Monthly Deduction.

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.

COST OF INSURANCE RATE - The Cost of Insurance Rate is the rate applied to the
insurance under this Policy to determine the Monthly Deduction. It is based on
the Attained Age, sex, total Face Amount and Risk Class of the insured. The Risk
Class on the Policy Date will apply for the Face Amount at issue. For any
subsequent Face Amount Increase, the Cost of Insurance Rate will be based on the
Risk Class applicable to that increase.

Our current scale of cost of Insurance Rates is subject to change based on our
expectations as to future experience.  Any change will be on a uniform basis for
all Policies issued to Insureds of the same age, sex, policy duration, and Risk
Class.  No change will occur as a result of change in the health, occupation, or
avocations of the Insured.  The rates will not exceed the Maximum Cost of
Insurance Rates shown in the Policy Data which are the 1980 Commissioners
Standard Ordinary Mortality Table, Male or Female, Smoker or Non-Smoker, Age
Last Birthday, or a multiple thereof for substandard Risk Class.

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

OTHER CHARGES AND DEDUCTIONS - The following other deductions will be made as
they occur. Deductions will be made from the Investment Divisions of the
Variable Account and the Fixed Account in the same proportion that their values
bear to the total unloaned Policy Value.

   a.  pro rata portion of Surrender Charge for Face Amount Decreases; and

   b.  amounts deducted for Partial Surrenders.


Premium Expense Charge - The Premium Expense Charge is deducted from each
premium payment as it is received. The Premium Expense Charge percentage is
shown in the Policy Data.



                                    Page 10
<PAGE>
 
                               9.  POLICY VALUE
- --------------------------------------------------------------------------------
The Policy Value is equal to the Fixed Account Value plus the Variable Account
Value.

BASIS USED FOR POLICY VALUES - The methods and factors used to calculate your
Policy Values and reserves are based on certain mortality tables and interest
rates required by state law.  We use the 1980 Commissioners Standard Ordinary
Mortality Tables, Male or Female, Smoker or Non-Smoker, Age Last Birthday.  All
values are equal to or greater than those required by law.  Where required, we
have filed a statement with the insurance officials of the state where this
Policy was delivered.  The statement outlines the methods used to determine the
Policy Values.


                              10.  FIXED ACCOUNT
- --------------------------------------------------------------------------------
INTEREST RATES - The Guaranteed Interest Rate is shown in the Policy Data.  This
interest rate is the minimum effective annual rate at which interest will be
credited to amounts allocated to the Fixed Account of your Policy.

The Company may credit interest to the Fixed Account of your Policy at a rate
greater than the Guaranteed Interest Rate.  Any interest credited to the Fixed
Account of your Policy in excess of the Guaranteed Interest Rate will be
determined at the sole discretion of the Company.  The rate of interest credited
may be different for unloaned values, Preferred Loan Values, and Non-Preferred
Loan Values.  (See the Policy Loans Provision.) At the end of each Policy Month
we will credit interest on amounts in the Fixed Account as follows:

   a.  on amounts that remain in the Fixed Account for the entire Policy Month
       from the beginning to the end of the month;

   b.  on amounts allocated to the Fixed Account during the Policy Month that
       are Net Premium Payments or loan re-payments, from the date we receive
       them to the end of the Policy Month;

   c.  on amounts transferred to the Fixed Account during the Policy Month, from
       the date of the transfer to the end of the Policy Month; and

   d.  on amounts deducted or withdrawn from the Fixed Account during the Policy
       Month, from the beginning of the Policy Month to the date of the
       deduction or Surrender.



                                    Page 11
<PAGE>
 
                           11.   FIXED ACCOUNT VALUE
- --------------------------------------------------------------------------------
On the Policy Date, the value of the Fixed Account is equal to the initial Net
Premium Payment 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 is equal to:

   a.  the Fixed Account Value on the preceding Monthly Anniversary; plus

   b.  the sum of all Net Premium Payments allocated to the Fixed Account since
       the previous Monthly Anniversary; plus

   c.  the sum of all loan repayments allocated to the Fixed Account since the
       previous Monthly Anniversary; plus

   d.  total interest credited to the Fixed Account since the previous Monthly
       Anniversary; plus

   e.  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

   f.  the amount of any transfers from the Fixed Account to the Variable
       Account since the previous Monthly Anniversary; minus

   g.  the portion of Partial Surrenders (including surrender charges) allocated
       to the Fixed Account since the previous Monthly Anniversary; minus

   h.  the portion of the Monthly Deduction allocated to the Fixed Account since
       the previous Monthly Anniversary.


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

On the Policy Date, the value of the Investment Divisions is equal to the
initial Net 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 Monthly Anniversary thereafter, the value of each Investment Division is
equal to:

   a.  the value of the Investment Division on the preceding Monthly
       Anniversary, multiplied by the appropriate Net Investment Factor
       (described in the Investment Divisions Provision) since the previous
       Monthly Anniversary; plus

   b.  the sum of all Net Premium Payments allocated to the Investment Division
       since the previous Monthly Anniversary; plus

   c.  the sum of all loan repayments allocated to the Investment Division since
       the previous Monthly Anniversary; plus

   d.  the amount of any transfers from other Investment Divisions or from the
       Fixed Account to the Investment Division since the previous Monthly
       Anniversary; minus

   e.  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 Monthly Anniversary; minus

   f.  the portion of any Partial Surrenders (including Surrender Charges)
       allocated to the Investment Division since the previous Monthly
       Anniversary; minus

   g.  the portion of the Monthly Deduction allocated to the Investment Division
       since the previous Monthly Anniversary.



                                    Page 12
<PAGE>
 
                           13.  INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------
THE INVESTMENT DIVISIONS - Each of the Investment Divisions is part of a
variable account of ours.  Those available as of the Policy Date are named under
Policy Data.  We have allocated a part of our assets for this and certain other
policies to the Investment Divisions.  Such assets remain our property.  They
cannot be charged, however, with liabilities from any other business in which we
may take part.

ALLOCATIONS TO, AND INVESTMENT OF THE INVESTMENT DIVISIONS - Premiums (excluding
grace period premiums) and transfers will be allocated as you specify.  All
other additions to or deductions from the Investment Divisions will be allocated
as specified under Charges and Deductions in Section 8 and Repayment in Section
17. Each Investment Division will buy or liquidate shares or units of the
Investment Portfolio shown for that Investment Division under Policy Data or as
later added or changed.

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

For each Investment Division the unit value was initially set at $1.00.
Thereafter, the unit value for a given Valuation Period is equal to the unit
value for the prior Valuation Period multiplied by the new investment factor for
the given Valuation Period.

At the end of any Valuation Period the value of an Investment Division is equal
to the number of units multiplied by the unit value.

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

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

1.  is the result of:

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

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

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

2.  is the result of:

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

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

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



                                    Page 13
<PAGE>
 
                     13. INVESTMENT DIVISIONS (CONTINUED)
- --------------------------------------------------------------------------------
CHANGES IN THE INVESTMENT DIVISIONS - This would happen if laws or regulations
changed, we added Investment Divisions, the mutual fund became unavailable or,
in our judgement, the mutual fund was no longer suitable for investment.  If any
of these situations occurred, we would have the right to add or substitute
Investment Divisions other than those shown under Policy Data.  We would first
seek approval of the Securities and Exchange Commission and, where required, the
insurance regulator of the state where this Policy is delivered.

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

1.  The variable account may be operated as a management company under the
    investment Company Act of 1940, or in any other form permitted by law, if we
    deem it to be in the best interest of the Policy Owners.

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

3.  The variable account may be combined with other separate investment
    accounts.

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

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


                                 14. TRANSFERS
- --------------------------------------------------------------------------------
TRANSFERS - By written request or other request acceptable to us, you may
transfer all or a part of the values held in the variable Investment Division to
one or more variable Investment Divisions or to the Fixed Account up to twelve
times in a Policy Year.

You may transfer all or a part of the values held in the Fixed Account to one or
more of the Investment Divisions of the Variable Account once per Policy Year.
However, if a transfer is made from the Fixed Account to a variable Investment
Division, no transfer from the variable Investment Division to the Fixed Account
may be made for six months from the transfer date.

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

The value remaining in the variable Investment Division or the Fixed Account
after a transfer must not be less than $100. If the value remaining would be
less than $100, we will treat the transfer request as a request for a transfer
of the total value.

We may further suspend or modify this transfer privilege at any time with the
necessary approval of the Securities and Exchange Commission.



                                    Page 14
<PAGE>
 
                           15. CASH SURRENDER VALUE
- --------------------------------------------------------------------------------
CASH SURRENDER VALUE - The Cash Surrender Value of this Policy equals the Policy
Value minus the Surrender Charge. The Surrender Charges for each Policy Year
based on the Initial Face Amount are shown in the Policy Data.

When this Policy terminates, the Policy Value may be less than the Surrender
Charge.  If so, the Owner will not have to pay the difference to us.  If this
Policy is reinstated, the Surrender Charge will also be reinstated as described
in the Reinstatement Provision.

NET CASH SURRENDER VALUE - The Net Cash Surrender Value of this Policy is equal
to the Cash Surrender Value less any loan balance on this Policy.  You may
surrender this Policy for its Net Cash Surrender Value at any time.  Upon
surrender this Policy will terminate.

                            16. PARTIAL SURRENDERS
- --------------------------------------------------------------------------------
You may make a Partial Surrender from the Net Cash Surrender Value at any time
during the Insured's life and before the Policy has terminated.  The Minimum
Partial Surrender Amount is shown in the Policy Data.  The Partial Surrender
Amount may not exceed the Net Cash Surrender Value, less $300.

A Partial Surrender will be made from the Investment Divisions of the Variable
Account and from the unloaned value in the Fixed Account in the same proportion
that their values bear to the total unloaned Policy Value, unless you instruct
us otherwise.

We will make a Surrender Charge when a Partial Surrender is made. The maximum
Surrender Charge we will make is the lesser of $25 or 2% of the Partial
Surrender Amount plus a portion of the Surrender Charge equal to:

   (a) the percentage of the Net Cash Surrender Value being withdrawn;
       multiplied by

   (b) the Surrender Charge then in effect.

The Face Amount will be reduced if Death Benefit Option A is in effect when a
Partial Surrender is made.  Such a reduction will be equal to the amount of the
Partial Surrender.

Any Face Amount reduction will be used first to reduce any 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 of the reduction is left after
all Face Amount increases have been reduced, it will be used to reduce the
Initial Face Amount.

We will not permit a Partial Surrender that would reduce the Face Amount below
the Minimum Face Amount shown in the Policy Data.
We may limit the number of Partial Surrenders in a Policy Year; but this limit
will not be less than one.



                                    Page 15
<PAGE>
 
                               17.  POLICY LOANS
- --------------------------------------------------------------------------------
HOW LOANS MAY BE MADE - The loan value of this Policy is the only security
required for the loan.  Nothing else is needed.  Just send us a written request.

The amount of your loan and any loan interest will be transferred from the
Investment Divisions of the Variable Account 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 the
Investment Division from which the loan is to be made.  Your Policy loan may 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 that does
not exceed the Policy Value minus the total premiums paid, excluding any grace
period premiums.  The Non-Preferred Loan Amount is equal to any portion of the
loan which exceeds the Preferred Loan Amount.

The Minimum Interest Rate Credited On Loaned Amounts is shown in the Policy
Data.  This rate is the minimum effective annual rate at which interest will be
credited to loaned amounts.  We may also credit additional interest on the
Preferred Loan Amount.  The Additional Interest Rate we are currently crediting
on Preferred Loan Amounts is shown in the Policy Data.  We will send you a new
Policy Data Page whenever this Additional Interest Rate changes.

LOAN INTEREST CHARGED - The Loan Interest Rate Charged is shown in the Policy
Data.  We calculate the Policy Value as of the date of the loan.  Interest to
pay for the loan until the next Policy Anniversary will be included in
determining the maximum loan value.

Interest is charged daily, and payable at the end of the Policy Year.  If
interest is not paid when it is due, it will be added to your loan balance and
charged interest at the Loan Interest Rate Charged shown in the Policy Data.

AMOUNT OF LOAN AVAILABLE - You may borrow up to 90% of the Policy Value less
Surrender Charges. A loan must be for at least $200.

LIMIT ON POLICY LOANS - This Policy will terminate without value, as described
in the Grace Period Provision, if the total loan balance is greater than the
Policy Value less Surrender Charges.

REPAYMENT - All or part of a loan may be repaid at any time while the insured is
alive and this Policy is in force.  Repayment must be in amount of at least $200
or the outstanding loan balance if less.  Repayments will be allocated to the
Fixed Account and the Investment Divisions of the Variable Account based on the
premium allocation instructions then in effect, unless you specify otherwise.



                                    Page 16
<PAGE>
 
                      18. DELAY OR SUSPENSION OF PAYMENTS
- --------------------------------------------------------------------------------
We will normally pay any Partial Surrender amount, loan amount, or the Net Cash
Surrender Value within 7 days after we receive your written request in our Home
Office.  The Company may defer payment of any amounts from the Fixed Account,
except for a loan used to pay a premium to us, for up to six months from the
date of receipt of your written request to surrender.  If the Company defers
payment for more than 30 days, the Company will pay interest on the amount
deferred.  Interest will be paid at a rate not less than the Guaranteed Interest
Rate shown in the Policy Data.  We may also defer payment of any amounts derived
from premiums paid by check until such time as the check has cleared.

We have the right, to suspend or delay the date of any payment of any amounts
from any Investment Division of the Variable Account for any period:

   1.  When the New York Stock Exchange is closed.

   2.  When trading on the New York Stock Exchange is restricted.

   3.  When an emergency exists, and as a result:

       a. disposal of securities held in the Investment Divisions is not
          reasonably practicable; or

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

   4.  During any other period when the Securities and Exchange Commission by
       order, so permits for the protection of security holders.

Rules and regulations of the Securities and Exchange Commission will govern as
to whether the conditions set forth in the above items 2 and 3 exist.

                        19.  AUTOMATIC PAID-UP BENEFIT
- --------------------------------------------------------------------------------
If premium payments cease, insurance under this Policy and any benefits provided
by a Rider attached to this Policy will continue as provided in the Grace Period
Provision in Section 7.  This Policy will not continue beyond the Maturity Date.
Any Riders attached to this Policy will not continue beyond the termination date
described in the Rider.


                          20.  POLICY EXCHANGE OPTION
- --------------------------------------------------------------------------------
For two years after the Policy is issued, you can exchange it for one that
provides benefits that do not vary with the investment return of the Investment
Divisions of the Variable Account.  Since the Policy itself offers a fixed
return option, all you need to do is transfer all of the Policy Value in the
Investment Divisions of the Variable Account to the Fixed Account.  Any
restrictions on transfers to the Fixed Account will be waived.  We will
automatically credit all future premium payments to the Fixed Account unless you
request a different allocation.  There will be no effect on the Policy's Death
Benefit, Face Amount, Net Amount at Risk, Risk Class, or Issue Age.  Only the
method of funding the Policy Value will be affected.


                                    Page 17
<PAGE>
 
                            21. PAYMENT OF PROCEEDS
- --------------------------------------------------------------------------------
PAYMENT - Any amount payable at the death of the Insured will be paid in one
sum, unless you provide otherwise.  All or part of this sum may be applied under
any Payment Option, subject to the following conditions:

   1.  No option may be selected unless the proceeds are payable to a natural
       person in that person's own right.

   2.  Payment may not be less than $25.00 each or less than $120.00 in a year.

   3.  If you have not elected an option when a Beneficiary becomes entitled to
       proceeds, the Beneficiary may elect the option.

   4.  The election must be filed with us in writing.

   5.  We may require exchange of this Policy for a contract covering the
       election.

CLAIMS OF CREDITORS - So far as permitted by law, the proceeds will not be
subject to any claims of the Beneficiary's creditors.

PAYMENT OPTIONS -

Option 1 - Fixed Amount - Payment of a fixed amount, but not less than 7% of the
proceeds each year, until the proceeds are fully paid.

Option 2 - Fixed Period - Payment for a fixed period, not exceeding 30 years.
The payment amount for each $1,000 of Proceeds applied under Option 2 will be
based on our Payment Rates in effect on the settlement date. These rates are
guaranteed not to be less than the Guaranteed Minimum Monthly Payment For Each
$1,000 Proceeds Applied Under Option 2 shown in the tables on page 19.

Option 3 - Life Income - Payment for a fixed period and life thereafter.  No
payment will become due after death, except payment for any remaining fixed
period.  The payment amount for each $1,000 of Proceeds applied under Option 3
will be based on our Payment Rates in effect on the settlement date.  These
rates are guaranteed not to be less than the Guaranteed Minimum Monthly Life
Income Payment For Each $1,000 Proceeds Applied Under Option 3 shown in the
tables on page 19.  These payments are based on the 1983 Individual Annuity
Mortality Table with interest at 3%.

Option 4 - Proceeds Left at Interest - Payment of interest on proceeds left with
us for any period agreed upon.  The interest may be paid at selected intervals
or allowed to accumulate.

Other Payment Options - The proceeds may be paid in any other manner to which we
agree in writing.

More Favorable Payment Options - When proceeds become payable, we may be
offering payment contracts with higher guaranteed minimum payments.  If so,
these more favorable contracts will be available subject to any conditions in
effect at that time.

INTEREST RATE - The interest rate on funds held under all options will be at
least 3% compounded annually.

WITHDRAWAL AND CHANGES - Except as to Option 3, if the payee selected the
option, this payee with our consent may modify the terms of the option or select
another option at any time.

DEATH OF PAYEE - If the payee dies, the value of any remaining guaranteed
payments will be paid to the payee's estate, unless otherwise provided in the
election of the option.  The value will be based on the guaranteed interest rate
for the Payment Option Selected.


                                    Page 18
<PAGE>
 
<TABLE> 
<CAPTION> 

                      GUARANTEED MINIMUM MONTHLY PAYMENT
                FOR EACH $1,000 PROCEEDS APPLIED UNDER OPTION 2

YRS.  PAYMENT   YRS.  PAYMENT   YRS.  PAYMENT   YRS.  PAYMENT   YRS.  PAYMENT   YRS.  PAYMENT       
- ---------------------------------------------------------------------------------------------       
<S>     <C>       <C>   <C>       <C>    <C>     <C>    <C>     <C>     <C>      <C>    <C>         
1       84.47     6     15.14     11     8.86    16      6.53    21      5.32    26      4.59       
2       42.86     7     13.16     12     8.24    17      6.23    22      5.15    27      4.47       
3       28.99     8     11.68     13     7.71    18      5.96    23      4.99    28      4.37       
4       22.06     9     10.53     14     7.26    19      5.73    24      4.84    29      4.27       
5       17.91    10      9.61     15     6.87    20      5.51    25      4.71    30      4.18       
- ---------------------------------------------------------------------------------------------  
</TABLE> 
To obtain the minimum payments for other intervals, multiply the monthly payment
by 11.839 for annual, by 5.963 for semi-annual or by 2.993 for quarterly
payments.
================================================================================

                GUARANTEED MINIMUM MONTHLY LIFE INCOME PAYMENT
                FOR EACH $1,000 PROCEEDS APPLIED UNDER OPTION 3
- --------------------------------------------------------------------------------
<TABLE> 
<CAPTION> 


        GUARANTEED PERIOD                  GUARANTEED PERIOD
        -----------------                  -----------------
MALE      10        15        20         FEMALE    10        15          20
AGE      YEARS     YEARS     YEARS        AGE     YEARS     YEARS       YEARS
<S>      <C>       <C>       <C>         <C>      <C>       <C>         <C> 
20       3.03      3.03      3.03         20      2.93      2.93        2.93
25       3.14      3.14      3.13         25      3.02      3.02        3.01
30       3.27      3.27      3.26         30      3.12      3.12        3.12
35       3.44      3.43      3.41         35      3.26      3.25        3.24
40       3.64      3.63      3.60         40      3.42      3.41        3.40
45       3.90      3.87      3.82         45      3.63      3.61        3.59
50       4.22      4.17      4.08         50      3.89      3.86        3.82
55       4.62      4.53      4.39         55      4.22      4.18        4.11
60       5.14      4.96      4.71         60      4.66      4.57        4.44
61       5.26      5.06      4.78         61      4.76      4.66        4.51
62       5.39      5.16      4.84         62      4.86      4.75        4.58
63       5.52      5.26      4.90         63      4.98      4.85        4.65
64       5.66      5.36      4.96         64      5.10      4.95        4.72
65       5.81      5.46      5.02         65      5.22      5.05        4.79
66       5.96      5.56      5.08         66      5.36      5.16        4.86
67       6.11      5.66      5.13         67      5.50      5.26        4.93
68       6.28      5.76      5.18         68      5.65      5.37        5.00
69       6.44      5.86      5.23         69      5.80      5.49        5.06
70       6.61      5.96      5.27         70      5.96      5.60        5.12
71       6.78      6.05      5.31         71      6.14      5.71        5.18
72       6.96      6.14      5.34         72      6.31      5.83        5.23
73       7.14      6.23      5.37         73      6.50      5.94        5.28
74       7.32      6.31      5.40         74      6.69      6.04        5.32
75       7.49      6.38      5.42         75      6.89      6.14        5.35
76       7.67      6.45      5.44         76      7.09      6.24        5.39
77       7.84      6.51      5.45         77      7.29      6.33        5.41
78       8.01      6.57      5.47         78      7.49      6.41        5.43
79       8.17      6.62      5.48         79      7.69      6.48        5.45
80       8.33      6.66      5.49         80      7.89      6.55        5.47
81       8.48      6.70      5.49         81      8.08      6.61        5.48
82       8.61      6.73      5.50         82      8.26      6.66        5.49
83       8.74      6.76      5.50         83      8.43      6.70        5.49
84       8.86      6.79      5.51         84      8.59      6.74        5.50
85       8.97      6.81      5.51         85      8.74      6.77        5.50
- -------------------------------------------------------------------------------
</TABLE> 
              Rates for other ages will be furnished upon request

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

                                    Page 19
<PAGE>
 
                    UNITED INVESTORS LIFE INSURANCE COMPANY


                             ADMINISTRATIVE OFFICE
                          2323 Bryan St. - Suite 1100
           P. O. Box 219065 . Dallas, TX  75221-9065 . 800-453-1271

                                  HOME OFFICE
                              Birmingham, Alabama



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

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                           Adjustable Death Benefit
       Death Benefit payable at Insured's death prior to Maturity Date.
    Premium payments are flexible, subject to the limits described herein.
        Policy Value, less indebtedness, payable on the Maturity Date.
          This Policy is Nonparticipating. Dividends are not payable.
- --------------------------------------------------------------------------------
           

<PAGE>
 
                     ACCELERATED DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------

NOTICE: This Rider provides for accelerated payment of the Policy proceeds. It
is not intended or designed to provide health, nursing home, or long-term care
insurance. If Accelerated Benefits are advanced under the terms of this Rider,
future death benefits and cash surrender benefits of the Policy will be reduced.

Benefits advanced under this Rider may or may not be taxable. Whether or not the
Owner or the Beneficiary incurs a tax liability when benefits are advanced
depends on how the IRS interprets applicable portions of the Tax Code. As with
all tax matters, the Owner should consult a personal tax advisor to assess the
impact of this benefit.

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

BENEFIT - We will advance the Accelerated Benefit, as defined below, if the
Insured has been diagnosed by a Physician as having a Terminal Illness, subject
to the provisions of this Rider. We will advance the Accelerated Benefit in a
lump sum. There is no charge for this Rider prior to the time Accelerated
Benefits are paid.

ACCELERATED BENEFIT - The Accelerated Benefit payable will be equal to the
amount requested by the Owner, subject to the minimum and maximum requirements
described below, less adjustments for:

     a. the current Rider Administrative Expense Charge; and

     b. expected future interest at the Policy Loan Interest Rate Charged shown
        in the Policy Data.

Minimum Accelerated Benefit Amount - The Accelerated Benefit may not be less
than $5,000. The Face Amount remaining after payment of the Accelerated Benefit
must not be less than $10,000.

Maximum Accelerated Benefit Amount - The Accelerated Benefit may not exceed the
lesser of: (a) $250,000 minus the sum of all benefits previously paid under this
Rider; or (b) 75% of the Policy Death Benefit at the time benefits were first
paid under this Rider, less any Loan Balance.

EFFECT OF RIDER BENEFITS ON POLICY VALUES AND BENEFITS - On the date the
Accelerated Benefit is advanced, a percentage reduction equal to the amount of
the Accelerated Benefit advanced divided by the total Death Benefit just before
the advance, will be made in the following Policy values and benefits:

1. the Death Benefit, Initial Face Amount, and each Face Amount Increase;

2. the Policy Value and Cash Surrender Value; and

3. the Loan Balance.

The Cash Surrender Value will be increased by the amount of the Loan Balance
reduction before the Cash Surrender Value adjustment is made. The Accelerated
Benefit payable will be reduced by the Loan Balance reduction.

We will furnish new Policy Data pages which reflect the reduced benefits. Future
premiums and Monthly Deductions will be based on these reduced benefits.

DEFINITIONS -

Rider Administrative Expense Charge - We will charge an administrative expense
charge at the time the Accelerated Benefit is paid. The amount of the Rider
Administrative Expense Charge will be based on our current practice in effect on
the date the Accelerated Benefit is paid, but will not exceed $250.

                         (Please turn to back of page)
<PAGE>
 
DEFINITIONS (Continued) -

Physician - Physician means an individual who is licensed to practice medicine
and treat illness or injury in the state in which treatment is received and who
is acting within the scope of that license. Physician does not include: (a) the
Insured; (b) the Owner; (c) any person who lives with the Insured or the Owner;
or (d) a member of the Insured's or Owner's immediate family.

Terminal Illness - Terminal illness means an imminent death expected as a result
of a noncorrectable medical condition that is diagnosed by a Physician:

     a. on or after the Effective Date of this Rider and while this Rider is in
        force; and

     b. with reasonable medical certainty that the death of the Insured will
        occur within 12 months from the date of the Physician's statement.

PROOF OF LOSS - Written proof of the Insured's Terminal Illness must be received
by us within 90 days after the date of diagnosis. This proof must include a
properly completed Claim Form and a written Physician's statement signed by the
Physician, in a form acceptable to us. We may request additional medical
information from the Physician submitting the statement.

We reserve the right to have a Physician of our choosing examine the Insured, at
our expense, prior to advancing the Accelerated Benefit. If that Physician
provides a different Physician's statement, we reserve the right to rely on that
Physician's statement for claim purposes.

PAYMENT OF CLAIMS - All benefits described in this Rider will be available as
soon as we receive satisfactory Proof of Loss. All Rider benefits will be paid
to the Owner. If the Insured's death occurs prior to our receipt of satisfactory
Proof of Loss, the Accelerated Benefit will not be paid.

INCONTESTABILITY - This Rider will be incontestable, after it has been in force
  during the lifetime of the Insured for two years from its effective date.

TERMINATION - This Rider will terminate on the earlier of:

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

2. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to terminate this Rider.

                    UNITED INVESTORS LIFE INSURANCE COMPANY

     [SIGNATURE APPEARS HERE]                    [SIGNATURE APPEARS HERE]
         Secretary                                     President

<PAGE>
 
                 DISABILITY WAIVER OF MONTHLY DEDUCTIONS RIDER
- --------------------------------------------------------------------------------

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

BENEFIT - This Rider provides for the waiver of the Monthly Deduction described
in Section 8 of the Policy. The Monthly Deductions will be waived as stated
below provided that:

1. we receive due proof of the Total Disability of the Insured, as that term is
   defined in this Rider;

2. the Total Disability has existed continuously for at least six months;

3. this Rider and the Policy were in force at the time Total Disability began;
   and

4. the Policy Anniversary coinciding with or next following the Insured's 60th
   birthday has not passed at the time Total Disability began.

However, we will not waive Monthly Deductions for a period of more than one year
prior to receiving written notice of the claim at our Administrative Office,
unless notice could not reasonably have been given sooner. If this Rider was not
requested at the time of a Face Amount Increase, or if the Insured did not
qualify for this Rider at the time of the Face Amount Increase, Monthly
Deductions attributable to that increase will not be waived.

If the Total Disability of the Insured begins during the Grace Period, a premium
sufficient to cover the Monthly Deductions, as described in the Grace Period
Provision in Section 7 of the Policy, must be paid to us before any Monthly
Deductions will be waived.

DEFINITION OF TOTAL DISABILITY - Total Disability means that the Insured, as a
result of bodily injury or disease, is unable to work at any occupation for
which the Insured is qualified by education, training or experience, with due
regard to his vocation and earnings prior to disability.

Total Disability also means the complete and irrevocable loss of sight in both
eyes, loss of the use of both hands or both feet, or one hand and one foot.

RISKS NOT COVERED - No premium will be waived if disability results from:

1. an intentionally, self-inflicted injury; or

2. an act attributable to war, whether declared or undeclared, while the Insured
   is in the military service of any country.

PROOF - Before any Monthly Deduction is waived, we must receive written proof of
Total Disability at our Administrative Office. Proof of continuance of
disability, including medical examination by physicians we designate, must be
furnished at reasonable intervals upon request. After 2 years of Total
Disability, proof will not be required more often than once a year. If the
required proof is not given or if the Insured recovers, no further Monthly
Deductions will be waived.

COST OF INSURANCE - While this Rider is in force, the Monthly Deduction
described in Section 8 of the Policy will include the Cost of Insurance for the
benefits provided by this Rider. The Monthly Cost of Insurance for this Rider
will be calculated as (a) multiplied by (b) where:

     a. is the Cost of Insurance Rate for this Rider divided by 1,000; and

     b. is the Policy Death Benefit at the beginning of the Policy Month plus
        any amounts of insurance provided under an Additional Insured Rider.

COST OF INSURANCE RATE - The Cost of Insurance Rates for this Rider are shown in
the Policy Data. The Cost of Insurance Rates for each Policy Year will be based
on the Insured's Attained Age and sex at the beginning of the Policy Year.

                         (Please turn to back of page)

<PAGE>
 
EFFECT ON POLICY PROVISIONS - If Monthly Deductions are being waived as provided
in this Rider, we will not allow changes in the Policy Face Amount or in the
Death Benefit Option.

INCONTESTABILITY - This Rider will be incontestable, after it has been in force
during the lifetime of the Insured for two years from its effective date.

TERMINATION - This Rider will terminate on the earliest of:

1. the Policy Anniversary coinciding with or next following the Insured's 60th
   birthday; provided that such termination will not affect any benefit which 
   became payable because of Total Disability which began prior to that Policy 
   Anniversary;

2. the date the Policy is surrendered, terminated, exchanged, or matures; or

3. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to terminate this Rider.


                    UNITED INVESTORS LIFE INSURANCE COMPANY

         [SIGNATURE APPEARS HERE]            [SIGNATURE APPEARS HERE]
              Secretary                             President

<PAGE>
 
                    ADDITIONAL INSURED TERM INSURANCE RIDER
- --------------------------------------------------------------------------------

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

BENEFIT - The amount of insurance provided by this Rider for each Additional
Insured is shown in the Policy Data. We will pay the insurance provided by this
Rider upon receipt of due proof that the death of an Additional Insured occurred
while this Rider was in force.

ATTAINED AGE - Attained Age means the age of an Additional Insured on his or her
last birthday at the beginning of the Policy Year.

ERRORS IN AGE AND SEX - If an Additional Insured's age or sex is misstated, the
benefits under this Rider for that Additional Insured will be the amount which
would have been provided by last month's Cost of Insurance charge at the correct
age and sex.

COST OF INSURANCE - While this Rider is in force, the Monthly Deduction
described in Section 8 of the Policy will include the Cost of Insurance for the
benefits provided by this Rider. The Monthly Cost of Insurance for this Rider
will be calculated as (a) multiplied by (b) where:

a. is the Cost of Insurance Rate for each Additional Insured divided by 1,000;
   and

b. is the amount of insurance shown for each Additional Insured in the Policy
   Data.

COST OF INSURANCE RATE - The Cost of Insurance Rate for each Additional Insured
is based on the Attained Age, sex, and Risk Class of that Additional Insured.
The Risk Class for each Additional Insured on the effective date of this Rider
will apply for the amount of the Additional Insured's insurance provided by this
Rider at issue. For any subsequent increase in an Additional Insured's amount of
insurance, the Cost of Insurance Rate will be based on the Risk Class applicable
to that increase.

Our current scale of Cost of Insurance Rates is subject to change based on our
expectations as to future mortality, expenses, lapses, and taxes. Any change
will be on a uniform basis for insureds of the same age, sex, and Risk Class. No
change will occur as a result of change in the health, occupation, or avocations
of the Insured. The rates will not exceed the Maximum Cost of Insurance Rates
shown in the Policy Data for each Additional Insured which are the 1980
Commissioners Standard Ordinary Mortality Table, Male or Female, Smoker or Non-
Smoker, Age Last Birthday, or a multiple thereof for substandard Risk Class.

DECREASE IN AMOUNT OF INSURANCE - You may decrease an Additional Insured's
amount of insurance by written request. The amount of insurance may not be
decreased to less than $50,000. The decrease will take effect on the Monthly
Anniversary on or following our receipt of your written request.

INCREASE IN AMOUNT OF INSURANCE - You may increase an Additional Insured's
amount of insurance. The amount of insurance on each Additional Insured cannot
be increased after that Additional Insured reaches age 75. Each increase must be
at least $25,000. 

To increase the amount of insurance you must:

1. submit an application for the increase; and

2. submit proof satisfactory to us that the Additional Insured is an insurable
   risk.

The increase will take effect on the Monthly Anniversary on or following the day
we approve your application for the increase. The Risk Class that applies for
any increase may be different than the Risk Class that applies for the initial
amount of insurance. We will furnish a supplement to the Policy Data that shows
the Risk Class and the amount of the increase.

BENEFICIARY - The Beneficiary for insurance under this Rider is as stated in the
application for this Rider, unless changed later by the Owner.

SUICIDE EXCLUSION - If an Additional Insured commits suicide, while sane or
insane, within two years from the effective date of this Rider, our liability
will be limited to the total Cost of Insurance charges deducted for that
Additional Insured. If an Additional Insured dies by suicide, while sane or
insane, within two years from the effective date of any increase in that
Additional Insured's amount of insurance, our liability with respect to that
increase will be limited to the total Cost of Insurance charges deducted for
that increase.

                         (Please turn to back of page)
<PAGE>
 
INCONTESTABILITY - An Additional Insured's coverage provided under this Rider
will be incontestable after it has been in force during the lifetime of such
Additional Insured for two years from its effective date. Any increase in the
amount of insurance for an Additional Insured will be incontestable after the
increase has been in force during the lifetime of such Additional Insured for
two years from the effective date of the increase.

CONVERSION - You may convert the term insurance provided by this Rider on each
Additional Insured to a new policy without evidence of insurability, provided
that:

1. this Rider is in force;

2. the Policy Anniversary nearest the Additional Insured's 75th birthday has not
   passed; and

3. we receive a written application for the conversion.

The new policy will be issued:

1. on a level premium whole life plan;

2. for an amount of insurance equal to or less than the amount of insurance on
   the Additional Insured provided by this Rider on the date of conversion;

3. at a premium according to our rates then in use at the Attained Age of the
   Additional Insured; and

4. in the same Risk Class as the coverage on the Additional Insured, or if there
   has been an increase in coverage, in the same Risk Class as the most recent
   increase.

Riders may be included in the new policy only with our consent.

TERMINATION - This Rider will terminate on the earliest of:

1. the Monthly Anniversary on which there is no longer any Additional Insured
   covered under this Rider;

2. the date that the Policy is surrendered, terminated, exchanged, or matures;

3. 31 days after the death of the person Insured under the Policy; or

4. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to terminate this Rider.

TERMINATION OF AN ADDITIONAL INSURED'S COVERAGE - The term insurance provided by
this Rider on each Additional Insured will terminate on the earliest of:

1. the Policy Anniversary coinciding with or next following the Additional
   Insured's 99th birthday;

2. the date that the Additional Insured's coverage is converted; or

3. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to terminate the Additional Insured's coverage.


                    UNITED INVESTORS LIFE INSURANCE COMPANY

         [SIGNATURE APPEARS HERE]            [SIGNATURE APPEARS HERE]
              Secretary                            President

<PAGE>
 
                        CHILDREN'S TERM INSURANCE RIDER
- --------------------------------------------------------------------------------

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

BENEFIT - We agree to pay the insurance provided by this Rider upon receipt of
due proof that the death of an Insured Child occurred while this Rider was in
force. The amount of insurance provided by this Rider is shown in the Policy
Data.

DEFINITION OF INSURED CHILDREN - An Insured Child, referred to in this Rider as
"Child", is a person who:

1. has attained age 14 days; and

2. is a natural child, adopted child or step child of the Insured; or

3. was acquired by the Insured after the date of the application; and

4. had not attained age 22 on the date of the application for this benefit.

COST OF INSURANCE - While this Rider is in force, the Monthly Deduction
described in Section 8 of the Policy will include the Cost of Insurance for the
benefits provided by this Rider. The Monthly Cost of Insurance for this Rider is
shown in the Policy Data.

EXPIRY OF INSURANCE ON EACH CHILD - The expiry date of the insurance on the life
of each Child is the earliest of:

1. the Policy Anniversary coinciding with or next following the 25th birthday of
   such Child;

2. the Policy Anniversary coinciding with or next following the Insured's 65th
   birthday; or

3. 90 days after the death of the person Insured under the Policy.

OPTION FOR CONVERSION UPON EXPIRY - When the insurance on the life of each Child
expires, it may be converted without evidence of insurability to a new policy.
The Owner must make a proper written application for conversion. The first
premium for the new policy must be paid within 31 days of the expiry date of the
insurance being converted. The new policy will be issued:

1. on any level premium whole life plan we are issuing at that time;

2. for an amount of insurance not greater than 5 times the amount of insurance
   provided by this Rider;

3. at a premium according to our rates then in use for the Child's age at that
   time;

4. with additional benefits included only with our consent.

If a Child eligible for a new policy dies within the period permitted for
conversion, but before the date of issue of the new policy, the amount of
insurance in effect under this Rider will be paid as if death occurred while
insurance under this Rider on the life of such Child was in force.

DEATH OF THE INSURED - If the death of the Insured occurs prior to the Policy
Anniversary coinciding with or next following the Insured's 65th birthday, the
insurance on the life of each Child may be converted without evidence of
insurability to a new policy. The Owner must make a proper written application
for conversion and pay the first premium within 90 days following the date of
the Insured's death.

                         (Please turn to back of page)
<PAGE>
 
BENEFICIARY - The Beneficiary for insurance on each Child insured under this
Rider is the Insured, if living, otherwise the estate of such Child. You may
change the Beneficiary at any time.

OWNERSHIP - During the lifetime of the Insured, you will be the Owner of the
insurance provided by this Rider. After the death of the Insured, you will be
the Owner, if living, otherwise each Insured Child will be the Owner of
insurance on such Child's life.

SUICIDE EXCLUSION - If the Insured commits suicide, while sane or insane, within
2 years from the effective date of this Rider, our liability will be limited to
the total Cost of Insurance charges deducted for this Rider while the Rider was
in force.

TERMINATION - This Rider will terminate on the earliest of:

1. the Policy Anniversary coinciding with or next following the Insured's 65th
   birthday;

2. the date that the Policy is surrendered, terminated, exchanged, or matures;
   or

3. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to termination this Rider.

It is the Owner's responsibility to notify us that their youngest Child has
reached age 25 and to request termination of this Rider.

ERRORS IN AGE - If the age of the Insured has been misstated, the expiry date of
this Rider or the dates of expiry of insurance provided by this Rider will be
those dates according to the correct age.


                    UNITED INVESTORS LIFE INSURANCE COMPANY

        [SIGNATURE APPEARS HERE]              [SIGNATURE APPEARS HERE]
              Secretary                               President

<PAGE>
 
                        ACCIDENTAL DEATH BENEFIT RIDER
- --------------------------------------------------------------------------------

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

BENEFIT - We agree to pay, subject to the terms and conditions of this Rider,
the Accidental Death Benefit shown in the Policy Data upon receipt of due proof
that the death of the Insured:

1. resulted, directly and independently of all other causes, from accidental
   bodily injuries sustained after the effective date of this Rider;

2. occurred within 90 days after such injury; and

3. occurred while this Rider was in force and before the Policy Anniversary
   nearest the Insured's 70th birthday.

RISKS NOT COVERED - This provision does not apply to deaths resulting directly
or indirectly from:

1. suicide or any self-inflicted injury;

2. bodily or mental infirmity or disease of any kind;

3. committing or attempting to commit an assault or felony;

4. war, declared or undeclared, or insurrection, or any event incident to
   either;

5. military or naval service in time of war; or

6. operating, riding in, or descending from any kind of aircraft if the Insured:

 . is a pilot, officer, or member of the crew; or

 . is being flown for the purpose of descent from such aircraft while in flight

 . is giving or receiving any kind of training or instruction.

COST OF INSURANCE - While this Rider is in force, the Monthly Deduction
described in Section 8 of the Policy will include the Cost of Insurance for the
benefits provided by this Rider. The Monthly Cost of Insurance for this Rider is
shown in the Policy Data.

INCONTESTABILITY - This Rider will be incontestable, after it has been in force
during the lifetime of the Insured for two years from its effective date.

TERMINATION - This Rider will terminate on the earliest of:

1. the Policy Anniversary coinciding with or next following the Insured's 70th
   birthday;

2. the date that the Policy is surrendered, terminated, exchanged, or matures;
   or

3. the Monthly Anniversary coinciding with or next following the date we receive
   your written request to terminate this Rider.

                   UNITED INVESTORS LIFE INSURANCE COMPANY 

        [SIGNATURE APPEARS HERE]              [SIGNATURE APPEARS HERE]
            Secretary                               President


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