UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT, N-4, 1999-10-27

UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
N-4, 1999-10-27

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<PAGE>

File Nos. 333-____ and 811-09655

As filed with the Securities and Exchange Commission on October 27, 1999

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. __ [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. __ [ ]

___________________________________

United Investors Advantage Gold Variable Account
(Exact Name of Registrant)

United Investors Life Insurance Company
(Name of Depositor)

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

Depositor's Telephone Number, including Area Code: (205) 325-4300

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

Copy to:
Frederick R. Bellamy, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415

___________________________________

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Title of Securities Being Registered: Variable Annuity Policies
<PAGE>

Prospectus
January ____, 2000

ADVANTAGE GOLD(SM)
VARIABLE ANNUITY

DEFERRED VARIABLE ANNUITY POLICY
issued by
United Investors Life Insurance Company
through
United Investors Advantage Gold Variable Account

The policy has 12 funding choices--one fixed account (paying a guaranteed
minimum fixed rate of interest) and eleven variable investment divisions which
invest in the following mutual fund portfolios of Target/United Funds, Inc.:

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

Variable annuity policies involve certain risks, and you may lose some or all of
your investment.

. We do not guarantee how any of the investment divisions will perform.
. The policy is not a deposit or obligation of any bank, and no bank endorses
or guarantees the policy.
. Neither the U.S. Government nor any Federal agency insures your investment in
the policy.

Please read this prospectus carefully before investing, and keep it for future
reference. It contains important information about the Advantage Gold(SM)
variable annuity policy.

To learn more about the policy, you may want to look at the Statement of
Additional Information dated January _________, 2000 (known as the "SAI"). For
a free copy of the SAI, contact us at:

United Investors Life Insurance Co.
Variable Products Division
P. O. Box 10287
Birmingham, Alabama 35202-0287
Telephone: (800) 340-3787

United Investors has filed the SAI with the U.S. Securities and Exchange
Commission (the "SEC") and has incorporated it by reference into this
prospectus. The SAI's table of contents appears on page ___ of this prospectus.

The SEC maintains an Internet website (http://www.sec.gov) that contains the
SAI, material incorporated by reference, and other information.

Neither the SEC nor any state securities commission has approved or disapproved
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Glossary.......................................................................................... iv

Summary........................................................................................... 1
The Policy................................................................................... 1
Annuity Payments............................................................................. 1
Purchasing the Policy........................................................................ 1
Funding Choices.............................................................................. 2
Charges and Deductions....................................................................... 2
Taxes........................................................................................ 4
Surrender and Partial Withdrawals............................................................ 5
Death Benefit................................................................................ 5
Other Information............................................................................ 5
Inquiries.................................................................................... 6

United Investors Advantage Gold Variable Account.................................................. 6
Target/United Funds, Inc..................................................................... 7
Fund Management.............................................................................. 8

Fixed Account..................................................................................... 8

The Policy........................................................................................ 9
Issuance of a Policy......................................................................... 9
Purchase Payments............................................................................ 9
Allocation of Purchase Payments.............................................................. 9
Policy Value................................................................................. 10
Variable Account Value.................................................................. 10
Fixed Account Value..................................................................... 10
Surrender and Withdrawals.................................................................... 11
Withdrawals............................................................................. 11
Automatic Partial Withdrawals........................................................... 11
Surrender............................................................................... 11
Restrictions Under the Texas ORP and Section 403(b) Plan................................ 12
Restrictions Under Other Qualified Policies............................................. 12
Transfers.................................................................................... 12
Dollar Cost Averaging........................................................................ 13
Automatic Rebalancing........................................................................ 13
Interest Sweep............................................................................... 14
Death Benefit................................................................................ 14
Required Distributions....................................................................... 15
"Free Look" Period........................................................................... 16

Charges and Deductions............................................................................ 16
Withdrawal Charge............................................................................ 16
Waiver of Withdrawal Charges Rider........................................................... 17
Annual Contract Maintenance Charge........................................................... 18
Administration Fee........................................................................... 18
Transaction Charge........................................................................... 19
Premium Taxes................................................................................ 19
Federal Taxes................................................................................ 19
Fund Expenses................................................................................ 19
Reduction in Charges for Certain Groups...................................................... 19
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Annuity Payments.................................................................................. 19
Election of Annuity Payment Method........................................................... 19
Annuity Benefit Date......................................................................... 20
Annuity Payment Methods...................................................................... 20

Distribution of the Policies...................................................................... 21

Federal Tax Matters............................................................................... 21

Historical Performance Data....................................................................... 25

Voting Rights..................................................................................... 26

United Investors Life Insurance Company........................................................... 26
Preparing for Year 2000...................................................................... 26
Published Ratings............................................................................ 27

Legal Proceedings................................................................................. 27
Financial Statements......................................................................... 28

Statement of Additional Information............................................................... 28
</TABLE>

The policy is not available in all states. This prospectus does not offer to
sell securities in any jurisdiction where they cannot be lawfully sold. You
should rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

iii
<PAGE>

Glossary
========

Annuitant The annuitant is the individual whose life expectancy
determines the size of annuity payments and whose actual
lifetime may determine the duration of annuity payments.

Annuity Benefit The date (or dates) on which annuity payments are to start.
Date

Beneficiary The beneficiary is the individual or individuals to whom
the death benefit is paid if the owner (and any joint
owner) dies before the annuity benefit date.

Business Day A business day is Monday through Friday, except for any
customary U.S. business holiday when the New York Stock
Exchange is not open for trading, or for any customary
local or regional holiday when United Investors' Home
Office is closed. The New York Stock Exchange holidays
currently are New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.
United Investors' Home Office is normally not open on the
following additional days: the Friday after Thanksgiving,
Christmas Eve and New Year's Eve. (The policy form uses the
term "Valuation Date" to refer to business days).

Joint Annuitant The joint annuitant, if any, is a second individual whose
joint life expectancy with the annuitant determines the
size of annuity payments and whose actual lifetime with the
annuitant may determine the duration of annuity payments.

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

Owner's Designated The owner's designated beneficiary (a joint owner, if any,
Beneficiary or the beneficiary named in the policy) is the individual
who becomes owner of the policy upon the death of an owner.

Policy Year A policy year is a year that starts on the policy's
effective date or on a policy anniversary.

Surrender Value The Policy Value less any withdrawal charges, the Annual
Contract Maintenance Charge, and applicable deductions for
premium taxes.

We, us, our We are United Investors Life Insurance Company.

You, your You are the policy owner.

iv
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Summary
=======

This is a summary of some of the more important points that you should know
and consider before purchasing the Advantage Gold variable annuity policy.

The Policy

The Advantage Gold variable annuity policy lets you invest on a tax-deferred
basis for your retirement or other long-term purposes. Tax deferral allows the
entire amount you have invested to remain in the policy where it can continue to
produce an investment return. Therefore, your money could grow faster than in a
comparable taxable investment where current income taxes would be due each year.

You may divide your Advantage Gold policy value among the fixed account and
eleven variable investment divisions which invest in portfolios of Target/United
Funds, Inc. We guarantee the principal and a minimum interest rate you will
receive from the fixed account. However, the value of what you allocate to the
eleven variable investment divisions is not guaranteed. Instead, your investment
in the variable investment divisions will go up or down with the performance of
the particular Target/United Funds portfolios you select. You may lose money on
investments in the variable investment divisions.

Like most annuity policies, different rules apply to the Advantage Gold
policy before and after the annuity benefit date you select for your policy.
Before the annuity benefit date, you may invest more money in your policy. After
the annuity benefit date, you will receive one or more annuity payments. The
amount of money you accumulate in your policy before the annuity benefit date
has a major effect on the size of the payments you receive after the annuity
benefit date.

Annuity Payments

On the annuity benefit date, you may apply your policy value to receive fixed
annuity payments, variable annuity payments or a combination. We guarantee that
fixed annuity payments will remain constant throughout the payment period.
However, the amount of each variable annuity payment will go up or down with the
performance of the particular investment divisions you select.

You may choose among the following ways of receiving your annuity payments:

1. Payments for the lifetime of an individual you select (the annuitant).

2. Payments for the lifetime of the survivor of two individuals you select (the
annuitant and joint annuitant).

3. Payments for the lifetime of an individual (the annuitant), but guaranteed to
continue for various periods of between 5 years and 30 years.

Other annuity payment methods are available with our written consent.

Purchasing the Policy

You can purchase a "qualified" policy (one that qualifies for favorable
Federal income tax treatment), or you can purchase a policy on a non-qualified
tax basis. For a non-qualified policy, the minimum initial investment is $2,000.
For a qualified policy, the initial investment must be at least $1,200. As an
exception, we will accept installments of at least $100 per month through a bank
draft authorization or a pre-approved group payment method for both qualified or
non-qualified policies. You can make more investments of at least $100 each
before the annuity benefit date (or your age 90 if earlier).

1
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Funding Choices

You may allocate each new investment (and your existing policy value) among
variable investment divisions which invest in the following eleven portfolios of
Target/United Funds, Inc.:

In most states, you may also allocate purchase payments and your policy value
to the fixed account. We guarantee your fixed account allocation will earn at
least 3% interest per year.

Charges and Deductions

We do not deduct any charges from your purchase payments when received,
except for any premium taxes charged in your location.

We make two types of deductions from your policy value for certain
administrative expenses. First, we deduct a flat charge of $25 a year from each
policy. We will waive this charge if your policy value on the policy anniversary
is at least $25,000. Second, we deduct a daily charge at an effective annual
rate of 0.15% of the assets of each variable investment division.

If you surrender your policy or make a cash withdrawal, we may deduct a
withdrawal charge. This withdrawal charge is 7% of purchase payments withdrawn
that are less than one year old. It decreases by 1% for each additional year
since we received the purchase payment deemed to be withdrawn. There is no
withdrawal charge on purchase payments seven or more years old at the time they
are withdrawn.

We also do not deduct a withdrawal charge on the free withdrawal amount. Each
year, the free withdrawal amount is the greatest of:

(a) 12% of the total purchase payments you have invested in the policy; or

(b) 12% of your policy value at the time the withdrawal is made.

(c) 100% of earnings. Earnings are the amount by which your policy value
exceeds the total purchase payments you have made.

For each withdrawal in excess of 12 in any one policy year, we deduct a
transaction charge of no more than $20.

We also deduct a daily charge from the variable investment divisions to
compensate us for certain mortality and expense risks. This charge is at an
effective annual rate of 1.25% of assets. In addition, investment management
fees, 12b-1 fees, and other expenses are deducted from each portfolio of
Target/United Funds, Inc.

2
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See the tables below and on the following page for a summary of these charges
and deductions. (We may also deduct premium tax charges.)

Policy Owner Transaction Expenses:
- ---------------------------------

Maximum Transaction Charge (for each withdrawal
in excess of 12 per policy year)................................... $20.00

Withdrawal Charge (% of purchase payment being withdrawn):
- ---------------------------------------------------------
Years Since
Purchase Payment *1 1 2 3 4 5 6 7+
------------------------
% 7 6 5 4 3 2 1 0

Annual Contract Maintenance Charge.................................... $25.00
- ----------------------------------

Variable Account Annual Expenses
- --------------------------------
Administration Charge................................................. 0.15%
Mortality and Expense Risk Charge..................................... 1.25%
-----
Total Variable Account Annual Expenses................................ 1.40%

Target/United Funds, Inc. Annual Expenses/(1)/
(% of average daily net assets)

<TABLE>
<CAPTION>
12b-1 Other Total Portfolio
Portfolio Management Fee Fees/(2)/ Expenses/(3)/ Expenses
<S> <C> <C> <C> <C>
Asset Strategy............... 0.79% 0.25% 0.19% 1.23%
Balanced..................... 0.59% 0.25% 0.06% 0.90%
Bond......................... 0.52% 0.25% 0.06% 0.83%
Growth....................... 0.69% 0.25% 0.02% 0.96%
High Income.................. 0.64% 0.25% 0.05% 0.94%
Income....................... 0.69% 0.25% 0.03% 0.97%
International................ 0.79% 0.25% 0.15% 1.19%
Limited-Term Bond............ 0.54% 0.25% 0.17% 0.96%
Money Market................. 0.49% 0.25% 0.09% 0.83%
Science and Technology....... 0.69% 0.25% 0.12% 1.06%
Small Cap.................... 0.84% 0.25% 0.04% 1.13%
</TABLE>

/(1)/ These expenses are deducted directly from the assets of the Target/United
Funds, Inc. portfolios and therefore reduce their net asset value. Waddell &
Reed, Inc., the investment adviser of Target/United Funds, Inc., supplied the
above information, and we have not independently verified it. See the
Target/United Funds, Inc. prospectus for more complete information.

/(2)/ Each portfolio pays a service fee to Waddell & Reed, Inc., the principal
underwriter of Target/United Funds, Inc. and the policy, of no more than 0.25%
of the portfolio's average annual net assets. The fee reimburses Waddell & Reed,
Inc. for arranging to provide personal services to policy owners and to maintain
their policies. This is a Service Plan as permitted by Rule 12b-1 under the
Investment Company Act of 1940.

* Less than

3
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/(3)/ Other Expenses are those incurred for the year ended December 31, 1998.

Examples. The following tables give examples of expenses you might pay, on a
$1,000 investment, assuming 5% annual return on assets.

If you surrender your policy at the end of the applicable time period, you
would pay the following expenses:

Investment Division 1 year 3 years
- ------------------- ------ -------
Asset Strategy.....................
Balanced...........................
Bond...............................
Growth.............................
High Income........................
Income.............................
International......................
Limited-Term Bond..................
Money Market.......................
Science and Technology.............
Small Cap..........................

If you do not surrender or you annuitize your policy at the end of the
applicable time period, you would pay the following expenses:

These examples reflect the $25 annual contract maintenance charge as a
deduction of _____% of assets in the variable investment divisions, based on an
anticipated average policy value of $_________________. These examples do not
reflect any premium tax charges.

These examples are not intended to represent past or future expenses. Actual
expenses may be greater or less than those shown. The assumed 5% return is
purely hypothetical. Actual returns (investment performance) will vary, and may
be more or less than 5%.

Taxes

You are generally required to pay taxes on amounts earned in a non-qualified
policy only when they are withdrawn. When you take distributions or withdrawals
from your policy, taxable earnings are considered to be paid out first, followed
by your investment in the policy.

4
<PAGE>

You are generally required to pay taxes on all amounts withdrawn from a
qualified policy because purchase payments were made with before-tax dollars.

Distributions from the policy are taxed as ordinary income. You may owe a 10%
Federal tax penalty for distributions or withdrawals taken before age 59 1/2.

Surrender and Withdrawals

You may surrender the policy before the annuity benefit date for the surrender
value, which is the policy value less any withdrawal charge, the annual contract
maintenance charge, and any premium tax charge.

You may make a withdrawal of cash from your policy value. The withdrawal must
be at least $250, and the policy value remaining after the withdrawal must be at
least $2,000.

You cannot surrender the policy or make a withdrawal after the annuity benefit
date.

Death Benefit

The policy provides a death benefit if any policy owner dies before the
annuity benefit date. We will pay the death benefit in a lump sum or as a series
of annuity payments.

The death benefit will always be at least the greatest of:

(a) the total purchase payments you have invested in the policy (less any
withdrawals you have made and withdrawal charges); or

(b) your policy value at the time the death benefit is paid; or

(c) the highest of your policy value on the fifth anniversary date, and every
fifth anniversary thereafter prior to the policy owner.s or any joint
owner's 90th birthday (or the annuitant.s 90th birthday if the policy owner
is not a natural person), plus any purchase payments made since then, less
any withdrawals you have made, and withdrawal charges charges you have
incurred since then.

Other Information

Free Look: You may cancel the policy by returning it within 10 days after you
receive it. When we receive the returned policy, we will cancel it and generally
refund your policy value plus any charges deducted. In some states we will
refund the full amount of your purchase payments instead. (The "free look"
period may be longer in some states.)

Automatic Partial Withdrawals: You may arrange for automatic partial
withdrawals of the same dollar amount to be made every month, three months, six
months, or twelve months. Automatic partial withdrawals cannot exceed the free
withdrawal amount in any one policy year. Automatic partial withdrawals are not
subject to the $250 minimum amount, or to the transaction charge for more than
12 withdrawals in any one policy year. These withdrawals may be taxable, and you
may also incur a 10% Federal tax penalty before age 59 1/2.

Waiver of Withdrawal Charges Rider: If your policy includes the waiver of
withdrawal charges rider, we will waive withdrawal charges under certain
conditions if you (1) become confined in a qualified nursing home, qualified
hospital, or qualified hospice care program; (2) become totally disabled; or (3)
are diagnosed with a terminal illness.

Transfers: Before the annuity benefit date, you may transfer all or part of
your policy value among the 12 funding choices. However, you may transfer out of
the fixed account only once each policy year (except dollar cost averaging,
automatic asset rebalancing or interest sweep transfers). Other restrictions may
apply, especially to

5
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fixed account transfers.

After the annuity benefit date, you may reallocate your annuity interest among
the variable investment divisions or from the variable investment divisions to
the fixed account once each policy year. However, after the annuity benefit
date, transfers from the fixed account to the variable investment divisions are
not permitted.

Dollar Cost Averaging: Before the annuity benefit date, you may have automatic
transfers of a pre-determined dollar amount made from the fixed account
or the money market variable investment division to any of the other variable
investment divisions. Certain minimums and other restrictions apply.

Automatic Asset Rebalancing: Before the annuity benefit date, this option
allows you to have automatic transfers occur at selected intervals to rebalance
your policy value according to your current premium allocation instructions.
Certain minimums and other restrictions apply.

Interest Sweep: This option allows you to transfer interest earned on the
fixed account to any combination of the eleven variable investment divisions.
Certain minimums and other restrictions apply.

Financial Information: Our financial statements are in the Statement of
Additional Information. There are no financial statements for the Variable
Account because as of the date of this prospectus the Variable Account has not
commenced operations.

Inquiries

If you have questions about your policy or need to make changes, contact your
financial representative who sold you the policy, or contact us at:

United Investors Life Insurance Company
Variable Products Division
P. O. Box 10287
Birmingham, Alabama 35202-0287
Telephone: (800) 340-3787

NOTE: Because this is a summary, it does not contain all the information that
may be important to you. You should read this entire prospectus and the
Target/United Funds, Inc. prospectus carefully before investing. For qualified
policies, the requirements of a particular retirement plan, an endorsement to
the policy, or limitations or penalties imposed by the Internal Revenue Code may
impose limits or restrictions on purchase payments, surrenders, distributions or
benefits, or on other provisions of the policy. This prospectus does not
describe these limitations or restrictions. (See "Federal Tax Matters.")

United Investors Advantage Gold Variable Account
================================================

The variable investment divisions are "sub-accounts" or divisions of the
United Investors Advantage Gold Variable Account (the "Variable Account"). We
established the Variable Account as a segregated asset account on September 15,
1999. The Variable Account will receive and invest the purchase payments
allocated to the variable investment divisions. Our Variable Account is
currently divided into eleven investment divisions. Each division invests
exclusively in shares of a single portfolio of Target/United Funds, Inc. Income,
gains and losses arising from the assets of each investment division are
credited to or charged against that division without regard to income, gains or
losses from any other investment division of the Variable Account or arising out
of any other business we may conduct.

The assets in the Variable Account are our property. However, the assets
allocated to the variable investment divisions under the policy are not
chargeable with liabilities arising out of any other business that we may
conduct.

6
<PAGE>

The Variable Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940. It meets the definition of a
"separate account" under the Federal securities law. However, the SEC does not
supervise the management or investment practices or policies of the Variable
Account or us.

Target/United Funds, Inc.

The Variable Account invests in shares of Target/United Funds, Inc., a mutual
fund with the following separate investment portfolios:

1. Asset Strategy Portfolio;
2. Balanced Portfolio;
3. Bond Portfolio;
4. Growth Portfolio;
5. High Income Portfolio;
6. Income Portfolio;
7. International Portfolio;
8. Limited-Term Bond Portfolio;
9. Money Market Portfolio;
10. Science and Technology Portfolio; and
11. Small Cap Portfolio.

The assets of each portfolio of Target/United Funds, Inc. are separate from
the assets of the other portfolios. Thus, each portfolio operates separately,
and the income, gains, or losses of one portfolio have no effect on the
investment performance of any other portfolio.

Target/United Funds, Inc. is designed to provide an investment vehicle for
variable annuity and variable life insurance contracts issued by various
insurance companies. For more information about the risks associated with the
use of the same funding vehicle for both variable annuity and variable life
insurance contracts of various insurance companies, see the Target/United Funds,
Inc. prospectus.

The investment objectives and policies of each portfolio are summarized below.
There is no assurance that any of the portfolios will achieve their stated
objectives. More detailed information, including a description of risks, is in
the Target/United Funds, Inc. prospectus, which accompanies this prospectus.

Portfolio Investment Objective and Certain Policies

Asset Strategy The Asset Strategy Portfolio seeks high total return over
the long-term. It seeks to achieve its goal by allocating
its assets among stocks, bonds and short-term instruments,
both in the United States and abroad.
Balanced The Balanced Portfolio seeks as a primary goal, current
income, with a secondary goal of long-term appreciation of
capital. It invests primarily in a mix of stocks, fixed-
income securities and cash, depending on market conditions.
Bond The Bond Portfolio seeks a reasonable return with more
emphasis on preservation of capital. It seeks to achieve
its goal by investing primarily in domestic debt
securities, usually of investment grade.
Growth The Growth Portfolio seeks capital growth, with a secondary
goal of current income. It seeks to achieve its goal by
investing primarily in common stocks, or securities
convertible into common stocks, of U.S. and foreign
companies.
High Income The High Income Portfolio seeks as a primary goal, high
current income with a secondary goal of capital growth. It
seeks to achieve its goals by investing primarily in high-
yield, high-risk, fixed-income securities of U.S. and
foreign issuers, the risks of which are consistent with the
Portfolio's goals.
Income The Income Portfolio seeks maintenance of current income,
subject to market

7
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Portfolio Investment Objective and Certain Policies

conditions, with a secondary goal of capital growth. It
seeks to achieve its goals by investing primarily in common
stocks of large U.S. and foreign companies that have a
record of paying regular dividends on common stock or have
the potential for capital appreciation, or are expected to
resist market decline.
International The International Portfolio seeks as a primary goal, long-
term appreciation of capital, with a secondary goal of
current income. It seeks to achieve its goals by investing
primarily in common stocks, or securities convertible into
or exchangeable for common stocks, of foreign companies
that may have the potential for long-term growth.
Limited-Term The Limited-Term Bond Portfolio seeks a high level of
Bond current income consistent with preservation of capital. It
seeks to achieve its goal by investing primarily in
investment-grade debt securities of U.S. issuers, including
U.S. Government securities.
Money Market The Money Market Portfolio seeks current income consistent
with stability of principal. It seeks to achieve its goal
by investing in U.S. dollar-denominated high quality money
market obligations and instruments.
Science and The Science and Technology Portfolio seeks long-term
Technology capital growth. It seeks to achieve its goals by
concentrating its investments primarily in the common stock
of science and technology securities of U.S. and foreign
companies.
Small Cap The Small Cap Portfolio seeks capital growth. It seeks to
achieve its goal by investing primarily in common stocks,
or securities convertible into the common stocks, of
companies that are relatively new or unseasoned, companies
in their early stages of development, or smaller companies
positioned in new or in emerging industries where the
opportunity for rapid growth is above average.

Fund Management

Waddell & Reed Investment Management Company, the manager of Target/United
Funds, Inc., provides investment advisory services to its portfolios. The
manager is a wholly-owned indirect subsidiary of Waddell & Reed Financial, Inc.,
a publicly held company.

Fixed Account
=============

The funding choice guaranteeing your principal and a minimum fixed rate of
interest is called the "fixed account." It is not registered under the
Securities Act of 1933, and it is not registered as an investment company under
the Investment Company Act of 1940. Accordingly, neither the fixed account nor
any interests therein are subject to the provisions or restrictions of these
Federal securities laws, and the disclosure regarding the fixed account has not
been reviewed by the staff of the SEC.

The fixed account is a part of our general account, which includes all of our
assets other than those in any separate account. We guarantee that we will
credit interest at a rate of not less than 3% per year to investment amounts
allocated to the fixed account. We may credit interest at a rate in excess of 3%
per year, but any excess interest credited will be determined in our sole
discretion. The policy owner assumes the risk that interest credited to the
fixed account may not exceed 3% per year. The fixed account may not be available
in all states.

As the policy owner, you determine the allocation of policy value to the fixed
account. Before the annuity benefit date, you may transfer all or part of the
values held in the fixed account to one or more of the variable investment
divisions once per policy year. This restriction will not apply to automatic
transfers from the fixed account in the Dollar Cost Averaging, Interest Sweep,
or Automatic Asset Rebalancing options. After the annuity benefit date,
transfers out of the fixed account are not allowed. After the annuity benefit
date, values in the variable investment divisions may be transferred to the
fixed account only once per policy year. (See "Transfers.")

8
<PAGE>

The Policy
==========

The policy is a deferred variable annuity. Your rights and benefits as owner
of the policy are described below and in the policy. However, we reserve the
right to modify the policy to comply with any law or regulation, or to give you
the benefit of any law or regulation, where permitted by state law.

Issuance of a Policy

If you wish to purchase a policy, you must complete an application and send it
to our home office. We will generally accept your application if it conforms to
our requirements, but we reserve the right to reject any application or purchase
payment. If the application can be accepted in the form received, the initial
net purchase payment will be applied within two business days after the latter
of receipt of the application or receipt of the initial purchase payment. If the
initial net purchase payment cannot be applied within five business days after
receipt because the application is incomplete, we will contact you with an
explanation for the delay. Your initial purchase payment will be returned at
that time unless you consent to our retaining and applying it as soon as the
remaining application requirements are met.

Both you (the policy owner) and the annuitant (if different) must be 90 years
old or less when you purchase a policy.

The policy will only become effective when we accept your application.

Purchase Payments

The initial purchase payment for non-qualified policies must be at least
$2,000. For qualified policies, the initial purchase payment must be at least
$1,200. As an exception, if purchase payments will be made by means of a bank
draft authorization or a group payment method approved in advance by us, we will
accept installments of $100 per month for the first year. Additional purchase
payments may be in amounts of $100 or more.

If you make no purchase payments during a 24-month period and your previous
purchase payments total less than $2,000, we have the right to cancel your
policy by paying you the policy value in a lump sum, after a 30-day notice,
unless during that time you make an additional purchase payment.

No additional purchase payments may be made after the annuity benefit date, or
on or after the policy anniversary following the owner's or any joint owner's
90/th/ birthday (or the annuitant's 90/th/ birthday if the owner is not a
natural person).

Allocation of Purchase Payments

You determine in the application how the initial net purchase payment will be
allocated among the variable investment divisions and the fixed account. You may
use any whole percentage to allocate your purchase payments, from 0% to 100%.

On your policy's effective date, the initial net purchase payment will be
allocated among the variable investment divisions and the fixed account
according to your allocation instructions.

If we receive an additional purchase payment, we will allocate the net
purchase payment among the funding choices according to your instructions. These
will be the allocations you specify in the application, or new instructions you
provide.

Your policy value will vary with the investment performance of the variable
investment divisions you select. You bear the entire risk for amounts allocated
to the variable investment divisions. You should periodically review

9
<PAGE>

your allocations of policy value in light of all relevant factors, including
market conditions and your overall financial planning requirements.

Policy Value

Your policy value prior to the annuity benefit date is equal to:

(a) your variable account value; plus

(b) your fixed account value.

Variable Account Value. Your variable account value is not guaranteed. It
equals the sum of the values of the variable investment divisions under the
policy. The value of each variable investment division is calculated on each
business day. Business days generally are Monday through Friday, except holidays
when the New York Stock Exchange or United Investors' Home Office is closed.

On your policy's effective date, your variable account value is equal to the
portion of the initial net purchase payment allocated to the variable investment
divisions On any business day thereafter, the value of each variable investment
division under your policy equals:

(a) the value of the investment division on the previous business day,
increased or decreased by its investment experience and daily charge;
plus

(b) the amount of any net purchase payments allocated to the investment
division since the previous business day; plus

(d) the amount of any withdrawals (including any withdrawal charge or
transaction charge) from the investment division since the previous
business day; minus

(e) the amount of any transfers out of the investment division since the
previous business day; minus

(f) the portion of the annual contract maintenance charge allocated to the
investment division since the previous business day; minus

(g) the portion of any deduction for taxes allocated to the investment
division since the previous business day.

Deductions (f) and (g) will be made from each investment division in the same
proportion that the value of the investment division bears to your entire policy
value.

Fixed Account Value. At the end of any business day, your fixed account
value is equal to:

(a) the sum of all net purchase payments allocated to the fixed account; plus

(b) any amounts transferred into the fixed account; plus

(d) any amounts transferred out of the fixed account; less

(e) the portion of any withdrawals, withdrawal charges, and transaction
charges allocated to the fixed account; less

10
<PAGE>

(f) the portion of the annual contract maintenance charge and taxes allocated
to the fixed account.

The annual contract maintenance charge will only be deducted from the fixed
account to the extent that interest has been credited in excess of the
guaranteed interest rate of 3% during the preceding policy year.

Surrender and Withdrawals

Withdrawals. You may make a withdrawal from your policy value prior to the
annuity benefit date. You must send a written request to our home office in a
form acceptable to us. A withdrawal must be for at least $250 (except for
automatic partial withdrawals), and your remaining policy value must be at least
$2,000 after a withdrawal. If your policy value would be less than $2,000, we
will treat the request for a withdrawal as a request for complete surrender of
your policy. We will ordinarily pay a withdrawal within seven days of receipt of
your written request (unless the check for your purchase payment has not yet
cleared your bank). We may defer payment of any amounts from the fixed account
for up to six months. If we defer payment for more than 30 days, we will pay
interest on the amount deferred at a rate not less than 3% per year.

You can specify that the withdrawal should be made from a particular funding
choice (or choices). If you do not specify this, then the withdrawal will be
made from the funding choices in the same proportions that their values bear to
your total policy value.

You may request up to 12 withdrawals per policy year without a transaction
charge. If you request more than these 12 withdrawals, there will be a $20
transaction charge (or 2% of the amount withdrawn, if less) for each additional
withdrawal during that policy year (except for automatic partial withdrawals).
Also, withdrawal charges of up to 7% may apply to withdrawal amounts in a policy
year that exceed the free withdrawal amount. (See "Withdrawal Charge" and
"Transaction Charge.") Any transaction charge or withdrawal charge will be
deducted from your remaining policy value, or from the amount paid if your
remaining policy value is insufficient. No withdrawals may be made after the
annuity benefit date.

Withdrawals may be subject to a 10% Federal tax penalty and to income tax.
(See "Federal Tax Matters.")

Automatic Partial Withdrawals. You may also establish automatic partial
withdrawals by submitting a one-time written request. These automatic partial
withdrawals of a fixed dollar amount may be requested on a monthly, quarterly,
semi-annual or annual basis. The maximum amount of automatic partial withdrawals
in any one policy year is the free withdrawal amount. Automatic partial
withdrawals are only available before the annuity benefit date. They are not
subject to the $250 minimum, and the $20 transaction charge does not apply.
Withdrawals will continue until your policy value is exhausted, unless you stop
them earlier by submitting a written request.

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

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

Surrender. You may surrender your policy for its policy value, less any
withdrawal charge, annual contract maintenance charge, and premium taxes, by
sending a written request to our home office. (The withdrawal charge, described
below, is only applicable if a surrender occurs in the first seven years
following receipt of a purchase payment.) A surrender will ordinarily be paid
within seven days of receipt of your written request (unless the check for a
purchase payment has not yet cleared your bank). Your policy will terminate as
of the date we receive your written request for surrender. Surrenders are
generally taxable transactions, and may be subject to a 10% Federal tax penalty.
(See "Federal Tax Matters.") No surrender may be made after the annuity
benefit date.

Restrictions Under the Texas ORP and Section 403(b) Plans. The Texas
Educational Code does not permit participants in the Texas Optional Retirement
Program ("ORP") to withdraw or surrender their interest in a variable

11
<PAGE>

annuity contract issued under the ORP except upon:

(a) termination of employment in the Texas public institutions of higher
education;

(b) retirement; or

Accordingly, a participant in the ORP (or the participant's estate if the
participant has died) will be required to obtain a certificate of termination
from the employer or a certificate of death before the account can be redeemed.

Similar restrictions apply to variable annuity contracts used as funding
vehicles for Section 403(b) retirement plans. Section 403(b) of the Internal
Revenue Code provides for tax-deferred retirement savings plans for employees of
certain non-profit and educational organizations. As required by Section 403(b),
any policy used for a Section 403(b) plan will prohibit distributions of:

(a) elective contributions made in years beginning after December 31, 1988;

(b) earnings on those contributions; and

(c) earnings on amounts attributable to elective contributions held as of the
end of the last year beginning before January 1, 1989.

However, distributions of such amounts will be allowed upon:

(a) death of the employee;

(b) reaching age 59 1/2;

(d) disability; or

(e) financial hardship (except that income attributable to elective
contributions may not be distributed in the case of hardship).

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

Transfers

Transfers of Policy Value. You may transfer all or part of your variable
account value out of a variable investment division (to one or more of the other
variable investment divisions or to the fixed account) at any time before the
annuity benefit date, except as described below. You may transfer all or a part
of your fixed account value to one or more of the variable investment divisions
once per policy year before the annuity benefit date. This restriction does not
apply to automatic transfers of pre-selected dollar amounts from the fixed
account to a variable investment division (See "Dollar Cost Averaging,"
"Automatic Asset Rebalancing," and "Interest Sweep".)

You may make 12 transfers in a policy year. Transferring from one variable
investment division into two or more other variable investment divisions counts
as one transfer request. However, transferring from two variable investment
divisions into one variable investment division counts as two transfer requests.
Transfers from the fixed account are counted in the same manner. If a transfer
is made out of the fixed account, we reserve the right to prohibit transfers
into the fixed account for six months from the transfer date.

12
<PAGE>

In addition, each policy year we reserve the right to limit any amount
transferred from the fixed account to a variable investment division to the
greater of:

(a) 25% of the prior policy anniversary's fixed account value; or

(b) the amount of the prior policy year's transfer.

Transfers of Annuity Units. After the annuity benefit date, the annuitant may
transfer annuity units among the variable investment divisions or from the
variable investment divisions to the fixed account, once per policy year.
Transfers from the fixed account to the variable investment divisions are not
allowed after the annuity benefit date.

Transfer Procedures. Transfers may be made by a written request to our home
office or by calling us if a written authorization for telephone transfers is on
file. We have the authority to honor any telephone transfer request believed to
be authentic. We employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. For example, you may be required to use a
personal identification number to initiate a telephone transfer. We will not be
liable for the consequences of a fraudulent telephone transfer request we
believe to be authentic when we have followed those procedures. As a result, you
bear the risk of loss arising from such a fraudulent request if you give us
authorization for telephone transfers.

We will make each transfer, without the imposition of any fee or charge, at
the end of the first business day during which or after which we receive a
valid, complete transfer request. We may suspend or modify this transfer
privilege at any time.

Dollar Cost Averaging

Before the annuity benefit date, you may authorize automatic transfers of a
fixed dollar amount from the fixed account or the money market investment
division to any of the other variable investment divisions. Automatic transfers
will be made monthly, quarterly, semi-annually or annually on the day of the
month you select. (If that day of the month does not fall on a business day,
then transfers will be made on the next following business day.) Transfers will
be made at the unit values determined on the date of each transfer.

The minimum automatic transfer amount is $100. If the transfer is to be made
into more than one variable investment division, a minimum of $25 must be
transferred into each other variable investment division selected.

Participation in the dollar cost averaging program does not guarantee a
greater profit, nor does it protect against loss in declining markets. You
should consider your ability to continue the program through all market
conditions. Automatic dollar cost averaging transfers will not be counted as
transfers for purposes of the 12-transfer per year limit specified in
"Transfers" above.

Automatic Asset Rebalancing

Before the annuity benefit date, this option allows you to automatically
rebalance your policy value according to your current premium allocation
instructions. If you elect the automatic asset rebalancing option, we will
automatically transfer your variable account value back to the asset percentages
you specify. You may choose to have rebalancing done quarterly, semi-annually or
annually. You must also specify the day of the month that rebalancing is to
occur (from the 1st through 28th of any month). There is no minimum amount which
you must allocate among the investment divisions under this option.

You may cancel the automatic asset rebalancing option at any time in a written
request or by telephone. You may not elect the automatic asset rebalancing
option if you have selected the dollar cost averaging or earnings sweep option.
Automatic asset rebalancing transfers will not be counted as transfers for
purposes of the 12-transfer-per-year limit.

13
<PAGE>

Interest Sweep

Before the annuity benefit date, you may request that interest earned on
amounts allocated to the fixed account be transferred to a specified investment
division. You specify the investment divisions, the frequency of the transfers
(either quarterly, semi-annually or annually) and the day of the month to make
the transfers (from the 1st through the 28th of any month). We will make all
interest sweep transfers on the day of the month you specify or on the next
business day (if the day you have specified is not a business day).

You may not elect the interest sweep option if you have elected either the
dollar cost averaging or automatic asset rebalancing option. Interest sweep
transfers will not be counted as transfers for the purposes of the 12-transfer-
per-year limit.

You can cancel the interest sweep option at any time in a written request or
by telephone.

Death Benefit

The policy pays a death benefit to the beneficiary named in the policy if the
owner (or any joint owner) dies before the annuity benefit date while the policy
is in force (unless the annuitant is also an owner; see below). The death
benefit is the greatest of:

(a) the policy value;

(b) the total purchase payments made, less any amounts withdrawn and any
withdrawal charges; or

(c) the highest of the policy values on the fifth anniversary, and every
fifth anniversary thereafter prior to the policy anniversary following
the owner's or any joint owner's 90/th/ birthday (or the annuitant's
90/th/ birthday if the policy owner is not a natural person), plus any
purchase payments made since then, less any withdrawals you have made,
and withdrawal charges you have incurred since then.

Adjustment for amounts withdrawn and withdrawal charges will reduce the death
benefit under (b) and (c) above in the same proportion that they reduced the
policy value on the date of the withdrawal. The death benefit under (c) above
will not increase on or after the policy anniversary following the owner's, or
any joint owner's, 90/th/ birthday, (or the annuitant's 90/th/ birthday if the
owner is not a natural person).

Upon receiving due proof of death, we will pay the death benefit proceeds to
the beneficiary in a lump sum or under one of the annuity payment methods. (See
"Annuity Payments.") However, we will not compute the amount of the death
benefit until the date it is paid, and we cannot pay the death benefit until we
receive both due proof of death and instructions on how to pay it (that is, as a
lump sum or applied under one of the annuity payment methods).

If an annuitant dies before the annuity benefit date and if that annuitant is
also the owner or a joint owner of the policy (or any owner is not a natural
person), then special rules (governing distribution of death benefit proceeds in
the event of the death of an owner) shall apply. (See "Required Distributions"
below.) If (i) an annuitant dies before the annuity benefit date, (ii) that
annuitant was not an owner, and (iii) all owners are natural persons, then the
owner may name a new annuitant (subject to our age limitations) and the death
benefit will not be payable. If the owner does not name a new annuitant, the
owner will automatically become the annuitant and the death benefit will not be
payable.

If the annuitant or the owner dies after the annuity benefit date, the amount
payable, if any, will be as provided in the annuity payment method then in
effect, and it will be paid to the Payment Option Beneficiary.

If an owner dies before the annuity benefit date, the entire death benefit
proceeds must be distributed within five year after the date of death. If the
beneficiary chooses to receive any of these proceeds as an annuity,
distributions

14
<PAGE>

must commence within one year after the date of death and must be distributed
over the beneficiary's lifetime or over a period not extending beyond the
beneficiary's life expectancy.

If the beneficiary is the deceased owner's spouse, then the spouse may elect
to continue the policy in force (and be treated as the original policy owner)
instead of receiving the death benefit proceeds. If the beneficiary elects to
continue the policy in this manner, then although the beneficiary does not have
a right to receive the death benefit proceeds, we will increase the policy value
so that it equals the amount of the death benefit (if greater).

As far as permitted by law, the proceeds under the policy will not be subject
to any claim of the beneficiary's creditors.

Required Distributions

In order to be treated as an annuity contract for Federal income tax purposes,
the Internal Revenue Code requires any non-qualified policy to provide that:
--------------------

(a) if any owner dies before the annuity benefit date, then the entire
interest in the policy will be distributed within five years after the
date of that owner's death; and

(b) if any owner dies on or after the annuity benefit date but before the time
the entire interest in the policy has been distributed, then the remaining
portion of such interest will be distributed at least as rapidly as under
the method of distribution being used as of the date of that owner's
death.

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

If any owner dies before the annuity benefit date, then ownership of the
policy passes to the owner's designated beneficiary, who then has the right to
the death benefit. If the policy has joint owners and one owner dies, then the
surviving joint owner is the designated beneficiary. If there is no joint owner
and the owner dies, then the owner's designated beneficiary is the beneficiary
named in the policy.

If the owner's designated beneficiary is the surviving spouse of the owner,
then the policy may be continued with the surviving spouse as the new owner and
no distributions will be required.

If an annuitant is an owner or joint owner and that annuitant dies before the
annuity benefit date, and if the owner's designated beneficiary does not elect
to receive the death benefit in a lump sum at that time, then we will increase
the policy value so that it equals the death benefit amount, if that is higher
than the policy value. This would occur if the owner's designated beneficiary:

(a) elects to delay receipt of the proceeds for up to five years;

(b) is the deceased owner's spouse and elects to continue the policy;
or

Any such increase in the policy value would be paid by us. We will allocate it
to the variable investment divisions and the fixed account in proportion to the
pre-existing policy value, unless instructed otherwise.

The non-qualified policies contain provisions which are intended to comply
with the requirements of the Internal Revenue Code. However, no regulations
interpreting these requirements have been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
applicable requirements when clarified by regulation or otherwise.

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<PAGE>

Other rules may apply to qualified policies.

"Free Look" Period

If for any reason you are not satisfied with the policy, you may return it to
us within 10 days after you receive it. If you cancel the policy within this 10-
day "free look" period, we will refund the policy value plus any contract fees
and other charges paid, and the policy will be void from its effective date. (In
some states, we will instead refund the full amount of purchase payment
received.) To cancel the policy, you must mail or deliver it either to our home
office or to the registered agent who sold it within 10 days after you receive
it. (See "Allocation of Purchase Payments.") The "free look" period may be
longer than 10 days where required by state law.

Charges and Deductions
======================

We do not deduct any charges from a purchase payment (except for a charge for
any premium taxes). However, certain other charges are deducted to compensate us
for providing the insurance benefits set forth in the policy, for administering
and distributing the policy, for any applicable taxes, and for assuming certain
risks in connection with the policy. These charges are described below.

Withdrawal Charge

We may deduct a withdrawal charge if you:

(a) make withdrawals under the policy; or

(b) surrender the policy.

The withdrawal charge is a percent of the purchase payments deemed to be
included in the withdrawal or the total purchase payments (in the case of a
surrender), as specified in the following table of withdrawal charge rates:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Number of Full Years
Since receipt of Purchase 0 1 2 3 4 5 6 7+
Payment:
- -------------------------------------------------------------------------------------
Withdrawal Charge
(% of Purchase Payment): 7% 6% 5% 4% 3% 2% 1% None
</TABLE>

There is a "free withdrawal amount" that can be withdrawn each policy year
------
without a withdrawal charge. The free withdrawal amount in a policy year is the
greatest of (a), (b), or (c) below, less any free withdrawals already made
during that policy year, where:

(a) is 12% of cumulative purchase payments; and

(b) is 12% of policy value at the time of withdrawal; or

(c) is 100% of earnings. Earnings are the amount by which policy value exceeds
the cumulative purchase payments (at the time of withdrawal).

Amounts withdrawn in excess of the free withdrawal amount may be subject to
the withdrawal charge.

The withdrawal charge is determined by multiplying each purchase payment
deemed included in the withdrawal by the applicable withdrawal charge rate
specified in the table above.

For purposes of calculating the withdrawal charge:

16
<PAGE>

(a) the oldest purchase payments will be treated as the first withdrawn, newer
purchase payments next, and appreciation last;

(b) amounts withdrawn up to the free withdrawal amount will not be considered
a withdrawal of purchase payments; and

(c) if the surrender value is withdrawn, the withdrawal charge will apply to
all purchase payments not previously assessed with a withdrawal charge.

As shown above, the withdrawal charge percentage varies, depending on the
"age" of the purchase payments included in the withdrawal--that is, the number
of full years since the purchase payment was paid. A withdrawal charge of 7%
applies to purchase payments withdrawn that are less than 1 year old. Thereafter
the withdrawal charge rate decreases by one percentage point each year. Amounts
representing purchase payments that are at least 7 years old may be withdrawn
without charge.

We will deduct the withdrawal charge from the remaining policy value, or from
the amount paid if there is not enough value remaining. The withdrawal charge
partially compensates us for sales expenses, including agent sales commissions,
the cost of printing prospectuses and sales literature, advertising, and other
marketing and sales promotional activities.

The amounts we receive from the withdrawal charge may not be sufficient to
cover distribution expenses. We expect to recover any deficiency from our
general assets (which include amounts derived from the mortality and expense
risk charge, as described below).

Waiver of Withdrawal Charges Rider

We waive the withdrawal charges described above if the owner becomes confined
to a nursing home or hospital, or enrolled in a hospice care program; or is
diagnosed as terminally ill or totally disabled, provided that certain
conditions for each provision are met.

Confinement Provision: The conditions for waiver of withdrawal charges for
confinement include:

(a) the policy was in force at least one year at the time the confinement
began;

(b) the owner was age 75 or younger on the policy date;

(c) the owner has been continuously confined to a "Nursing Home,"
"Hospital," or "Hospice Care Program" for at least 60 days.

(d) such confinement was recommended by a "Physician" due to an injury,
sickness or disease; and

(e) written notice and satisfactory proof of confinement are received no
later than 90 days after confinement ends.

Terminal Illness Provision. The conditions for waiver of withdrawal charges for
terminal illness include:

(a) the diagnosis of terminal illness was made by a "Physician" on or after
the effective date of this policy and rider;

(b) written notice and satisfactory proof of the owner's terminal illness
are received within 90 days of the date of diagnosis; and

17
<PAGE>

condition will occur within 12 months from the date of the Physician's
statement.

Total Disability Provision. The conditions for waiver of withdrawal charges for
total disability include:

(a) written notice and proof of total disability are received before any
withdrawal;

(b) the total disability has existed continuously for at least six months;

(d) the policy anniversary coinciding with or next following the owner's
60th birthday has not passed at the time total disability began.

We will waive only the withdrawal charges which are applicable to purchase
payments received before the first confinement began, or before the date of
diagnosis of terminal illness or total disability. Waiver of withdrawal charges
is subject to all of the conditions and provisions of the policy and rider. (See
your policy.) There is no charge for this rider. Also, the rider may not be
available in all states.

Annual Contract Maintenance Charge

We deduct an annual contract maintenance charge of $25 from each policy, for
administering the policy. This deduction is made from the variable investment
divisions and from the fixed account in the same proportion that their values
bear to the policy value. This charge will only be deducted from the fixed
account to the extent interest has been credited to the fixed account in excess
of the guaranteed interest rate during the preceding policy year. Expenses
include costs of maintaining records, processing death benefit claims,
surrenders, transfers and policy changes, providing reports to policy owners,
and overhead costs. We guarantee not to increase this charge during the life of
the policy. Before the annuity benefit date, this charge is deducted on each
policy anniversary and upon a full surrender of your policy. We waive this
charge on any policy anniversary on which the policy value equals or exceeds
$25,000. This charge is not deducted from any annuity payments after the annuity
benefit date.

Administration Fee

We also deduct a daily charge from the investment divisions of the variable
account, at an annual rate of 0.15% of the daily net assets of each variable
investment division, for administering the variable account and the policy.
These expenses include costs of maintaining records, processing death benefit
claims, surrenders, transfers and policy changes, providing reports to policy
owners, and overhead costs. We guarantee not to increase this charge during the
life of the policy.

Mortality and Expense Risk Charge

We deduct a daily charge from the variable investment divisions at an
effective annual rate of 1.25% of their daily net assets. This charge
compensates us for assuming certain mortality and expense risks. No mortality
and expense risk charge is deducted from the fixed account. We may realize a
profit from this charge. However, the level of this charge is guaranteed for the
life of the policy and may not be increased. We will continue to deduct this
charge after the annuity benefit date.

The mortality risk we bear arises in part from our obligation to make monthly
annuity payments regardless of how long all annuitants or any individual may
live. These payments are guaranteed in accordance with the annuity tables and
other provisions contained in the policy. This assures you that neither the
longevity of the annuitant, nor an unanticipated improvement in general life
expectancy, will have any adverse effect on the annuity payments the annuitant
will receive under the policy. Our obligation therefore relieves the annuitant
from the risk that he or she will outlive the funds accumulated for retirement.
The mortality risk also arises in part because of the risk that the death
benefit may be greater than the policy value. We also assume the risk that other
expense charges may be insufficient to cover the actual expenses we incur.

18
<PAGE>

Transaction Charge

You may make up to 12 withdrawals per policy year without a transaction
charge. After the 12th withdrawal in a policy year, a transaction charge will
apply to each additional withdrawal. The transaction charge is $20 or 2% of the
amount withdrawn, whichever is less. We will deduct this charge from the
remaining policy value, or from the amount paid if there is not enough value
remaining. The transaction charge does not apply to automatic partial
withdrawals.

Premium Taxes

We will deduct a charge for any premium taxes we incur. Depending on state and
local law, premium taxes can be incurred (and we can deduct the related charge)
when you make a purchase payment, when policy value is withdrawn or surrendered,
or when annuity payments start. (The state premium tax rates currently range
from 0% to 3.50%. Some local governments charge additional premium taxes.)

Federal Taxes

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

Fund Expenses

The value of the assets of the variable investment divisions will reflect the
investment management fee and other expenses incurred by the corresponding
portfolios of Target/United Funds, Inc. (See "Summary--Charges and
Deductions.")

Reduction in Charges for Certain Groups

We may reduce or eliminate the withdrawal or other charges on policies that
have been sold to:

(a) our employees and sales representatives, or those of our affiliates or
distributors of the policy;

(b) our customers or distributors of the policies who are transferring
existing policy values to a policy;

(d) individuals or groups where purchase payments are paid through an
approved group payment method and where the size and type of the group
results in savings of administrative expenses.

We will not reduce or eliminate the withdrawal or other charges where
such reduction or elimination will unfairly discriminate against any person.

Annuity Payments
================

Election of Annuity Payment Method

As the policy owner, you have the sole right to elect an annuity payment
method in the application. You can also change that election, during the
lifetime of the annuitant and before the annuity benefit date, by written
request any time at least 30 days before the annuity benefit date. We may
require the exchange of the policy for a contract covering the method selected.

19
<PAGE>

Annuity Benefit Date

The first annuity payment will be made as of the annuity benefit date. You
select the annuity benefit date in the application for the policy. You may
change the annuity benefit date by giving us written notice at least 30 days
before the new annuity benefit date.

An annuity benefit date must be the first day of any calendar month. It must
also be at least 30 days after the policy's effective date.

Annuity Payment Methods

On the annuity benefit date, the policy value (less any premium taxes) may be
applied to annuity payments. They can be fixed annuity payments, variable
annuity payments, or a combination of both.

Fixed annuity payments provide guaranteed annuity payments which remain fixed
in amount throughout the payment period. Variable annuity payments vary with the
investment experience of the variable investment divisions. The dollar amount of
variable annuity payments after the first is not fixed.

Annuity payment methods currently include:

Life Annuity with No This method provides annuity payments during the
Guaranteed Period lifetime of the annuitant. No payment will be made
after the death of the annuitant. Only one payment
will be made under this method if the annuitant dies
before the second payment is due; only two payments
will be made if the annuitant dies before the third
payment is due; and so forth.
Joint Life Annuity This method provides annuity payments during the
Continuing to lifetime of the annuitant and a joint annuitant.
The Survivor Payments will continue to the survivor for the
survivor's remaining lifetime. You may also elect for
payments to the survivor to reduce to two-thirds or
one-half of the amount payable at the time of the
first death. This election must be made at the annuity
benefit date, and will result in a higher initial
annuity payment. Only one payment or very few payments
will be made under this method if the annuitant and
joint annuitant both die before or shortly after
payments begin.
Life Annuity with This method provides annuity payments during the
Monthly Payments lifetime of the annuitant. Various guaranteed periods
Guaranteed of 60 months to 360 months are available. If the
annuitant dies prior to the end of this guaranteed
period, annuity payments will be made to the payment
option beneficiary until the end of the guaranteed
period.

Other annuity payment methods are currently available with our written consent.

If you have not selected an annuity payment method on the annuity benefit
date, we will make monthly annuity payments during the lifetime of the annuitant
with 120 monthly payments guaranteed. Unless you instruct us otherwise before
the annuity benefit date, we will use your variable account value to make
variable annuity payments (in accordance with the allocation of your account
value among the investment divisions) and we will use your fixed account value
to make fixed annuity payments.

The amount of each annuity payment under the methods described above will
depend on the sex and age of the annuitant (or annuitants) at the time the first
payment is due. The annuity payments may be more or less than the total purchase
payments, and more or less than the policy value, because:

(a) variable annuity payments vary with the investment experience of the
underlying portfolios of Target/United Funds, Inc. and you therefore bear
the investment risk under variable annuity payments; and

20
<PAGE>

(b) annuitants may die before the actuarially predicted date of death.

Therefore, the dollar amount of annuity payments cannot be predicted. The method
of computing the annuity payments is described in more detail in the Statement
of Additional Information.

The duration of the annuity payment guarantee will affect the dollar amount of
each payment. For example, each payment will be less when payments are
guaranteed for 20 years than when payments are guaranteed for 10 years.

Whether variable annuity payments decrease, increase, or remain level depends
on whether the net investment performance is worse than the "assumed investment
rate," better than that rate, or equal to that rate. The assumed investment
rate is 4.0% per year. The dollar amount of the variable annuity payments will
decrease if the actual net investment experience of the variable investment
division(s) you select is less than the assumed investment rate. The dollar
amount of the variable annuity payments will increase if the actual net
investment experience exceeds the assumed investment rate. The dollar amount of
the variable annuity payments will stay the same if the actual net investment
experience equals the assumed investment rate.

Fixed annuity payment amounts will be based on our fixed annuity payment rates
in effect on the annuity benefit date. These rates are guaranteed to be equal to
or greater than payments based on the Annuity 2000 Mortality Table with interest
at 3.0%.

If the net amount to be applied to an annuity payment method is less than
$3,000, we have the right to pay such amount in one sum. Also, if any payment
would be less than $50, we have the right to reduce the frequency of payment to
an interval that will result in payments of at least $50.

After the annuity benefit date, the policy value may not be withdrawn, nor may
the policy be surrendered. The annuitant will be entitled to exercise any voting
rights and to reallocate the value of his or her interest in the variable
investment divisions. (See "Voting Rights" and "Transfers.")

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

Distribution of the Policies
============================

Waddell & Reed, Inc. of 6300 Lamar, Overland Park, Kansas, is the principal
underwriter of the policies. Waddell & Reed, Inc. may enter into written sales
agreements with various broker-dealers to aid in the distribution of the
policies. A commission plus bonus compensation may be paid to broker-dealers or
agents in connection with sales of the policies. Bonus compensation will be
based on the amount of purchase payments received.

Federal Tax Matters
===================

The following discussion is general and is not intended as tax advice.

We do not intend to address the tax consequences resulting from all situations
in which a person may be entitled to or may receive a distribution under a
policy. Any person concerned about these tax implications should consult a
competent tax advisor before initiating any transaction. This discussion is
based upon our understanding of the present Federal income tax laws as they are
currently interpreted by the Internal Revenue Service. We have not assessed the
likelihood of the continuation of the present Federal income tax laws or of
their current interpretation

21
<PAGE>

by the Internal Revenue Service. Moreover, we have not attempted to consider any
applicable state or other tax laws.

The policy may be purchased on a non-tax-qualified basis ("non-qualified
policy") or as a qualified policy. Qualified policies are designed for use with
------------------
retirement plans entitled to special income tax treatment under the Internal
Revenue Code of 1986, as amended (the "Code").

Possible Changes in Taxation. Although the likelihood of legislative change
is uncertain, there is always the possibility that the tax treatment of the
policy could change by legislation or other means (such as U.S. Treasury
Department regulations, Internal Revenue Service revenue rulings, and judicial
decisions). It is possible that any change could be retroactive (that is,
effective prior to the date of the change). You should consult a tax advisor
regarding such developments and their effect on the policy.

Taxation of Annuities in General. The following discussion assumes that the
policy will qualify as an annuity contract for Federal income tax purposes. The
Statement of Additional Information and "Required Distributions" (at page 15
of this prospectus) describe the requirements necessary to qualify.

Section 72 of the Code governs taxation of annuities in general.

An annuity owner who is a natural person generally is not taxed on increases
in the value of a policy until distribution occurs. Distribution could be either
in the form of a lump sum received by withdrawing all or part of the cash value
(i.e., surrender or partial withdrawal) or in the form of annuity payments under
the annuity payment method elected. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the policy value generally will be
treated as a distribution. The taxable portion of a distribution (in the form of
a lump sum payment or annuity payments) is taxed as ordinary income.

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

The following discussion applies to policies owned by natural persons.

Withdrawals. In the case of a withdrawal under a qualified policy, a ratable
----------------
portion of the amount received is taxable, generally based on the ratio of the
"investment in the contract" to the total policy value. The "investment in
the contract" generally equals the portion, if any, of purchase payments paid
with after-tax dollars (that is, purchase payments that were not excluded from
the individual's gross income). For qualified policies, the "investment in the
contract" can be zero. Special rules may apply to a withdrawal from a qualified
policy.

Generally, in the case of a withdrawal under a non-qualified policy before the
--------------------
annuity benefit date, amounts received are first treated as taxable income to
the extent that the policy value immediately before the withdrawal exceeds the
"investment in the contract" at that time. Any additional amount withdrawn is
not taxable.

In the case of a full surrender under a non-qualified policy, the amount
received generally will be taxable to the extent it exceeds the "investment in
the contract."

Annuity Payments. Although the tax consequences may vary depending on the
annuity payment method elected under the policy, generally only the portion of
the annuity payment that represents the amount by which the policy value exceeds
the "investment in the contract" will be taxed.

. For variable annuity payments, in general the taxable portion of each
-------------------------
annuity payment (prior to recovery of the "investment in the contract") is
determined by a formula which establishes a specific non-taxable dollar
amount of each annuity payment. This dollar amount is determined by
dividing the "investment in the contract" by the total number of expected
annuity payments.

22
<PAGE>

. For fixed annuity payments, in general there is no tax on the portion of
----------------------
each annuity payment which reflects the ratio that the "investment in the
contract" bears to the total expected value of annuity payments for the
term of the payments; however, the remainder of each annuity payment is
taxable.

In all cases, after the "investment in the contract" is recovered, the full
amount of any additional annuity payments is taxable.

Penalty Tax. In the case of a distribution from a non-qualified policy,
there may be imposed a Federal penalty tax equal to 10% of the amount treated as
taxable income. In general, however, there is no penalty tax on distributions:

(a) made on or after the taxpayer attains age 59 1/2;

(b) made as a result of an owner's death or attributable to the taxpayer's
disability; or

Other tax penalties may apply to distributions from a qualified policy.

Aggregation of Contracts. All non-qualified deferred annuities entered into
after October 21, 1988 that we (or our affiliates) issued to the same owner
during any calendar year are treated as one annuity contract for purposes of
determining the amount includable in gross income under Section 72(e) of the
Code. In addition, there may be other situations in which the U.S. Treasury
Department may (under its authority to issue regulations or otherwise) conclude
that it would be appropriate to aggregate two or more annuity contracts
purchased by the same owner. Accordingly, you should consult a competent tax
advisor before purchasing more than one annuity contract.

Transfers and Assignments. A transfer or assignment of ownership of a
policy, or designation of an annuitant or other beneficiary who is not also the
owner, may result in certain tax consequences to the policy owner that are not
discussed herein. If you are contemplating any such transfer, assignment or
designation, you should contact a competent tax advisor with respect to the
potential tax effects of such transaction.

Death Benefits. Amounts may be distributed from a policy because of the
death of a policy owner or an annuitant. Generally, such amounts are includable
in the income of the recipient as follows:

(a) if distributed in a lump sum, they are taxed in the same manner as a full
surrender of the policy, as described above; or

(b) if distributed under an annuity payment method, they are taxed in the same
manner as annuity payments, as described above.

Qualified Policies. The tax rules applicable to a qualified policy vary
according to the type of plan and the terms and conditions of the plan. The
following events may cause adverse tax consequences:

(a) contributions in excess of specified limits;

(b) distributions prior to age 59 1/2 (subject to certain exceptions);

(d) other circumstances specified in the Code.

We make no attempt to provide more than general information about the use of
the policy with the various types of retirement plans. The terms and conditions
of the retirement plans may limit the rights otherwise available to you under a
qualified policy. You are responsible for determining that contributions,
distributions and other transactions

23
<PAGE>

with respect to the qualified policy comply with applicable law. If you are
purchasing an annuity contract for use with any qualified retirement plan, you
should consult your legal counsel and tax advisor regarding the suitability of
the annuity contract.

Required Distributions. For qualified plans under Sections 401(a), 403(a),
403(b), and 457, the Code requires that distributions generally must begin by
the later of April 1 of the calendar year following the calendar year in which
the policy owner (or plan participant): (a) reaches age 70 1/2; or (b) retires.
Distributions must be made in a specified form and manner. If the participant is
a "5 percent owner" (as defined in the Code), distributions generally must
begin no later than April 1 of the calendar year following the calendar year in
which the policy owner (or plan participant) reaches age 70 1/2. For Individual
Retirement Annuities (IRAs) described in Section 408 of the Code, distributions
generally must begin no later than April 1 of the calendar year following the
calendar year in which the policy owner (or plan participant) reaches age
70 1/2.

Corporate Pension and Profit-Sharing Plans. Section 401(a) of the Code
permits employers to establish various types of retirement plans for employees,
and permits self-employed individuals to establish retirement plans for
themselves and their employees. Adverse tax or other legal consequences to the
plan, to the participant or to both may result if this policy is purchased by a
Section 401(a) plan and later assigned or transferred to any individual. The
policy includes a death benefit that in some cases may exceed the greater of
purchase payments or policy value. The death benefit could be characterized as
an incidental benefit, the amount of which is limited in any pension or profit-
sharing plan. Because the death benefit may exceed this limitation, employers
using the policy in connection with such plans should consult their tax advisor.

Section 403(b) Plans. Under Code Section 403(b), public school systems and
certain tax-exempt organizations may purchase annuity contracts for their
employees. Generally, payments to Section 403(b) annuity contracts will be
excluded from the gross income of the employee, subject to certain limitations.
However, these payments may be subject to FICA (Social Security) taxes. The
policy includes a death benefit that in some cases may exceed the greater of
purchase payments or policy value. The death benefit could be characterized as
an incidental benefit, the amount of which is limited in any tax-sheltered
annuity under Section 403(b). Because the death benefit may exceed this
limitation, employers using the policy in connection with such plans should
consult their tax advisor. Under Section 403(b) annuity contracts, the following
amounts may only be distributed upon death of the employee, attainment of age
59 1/2, separation from service, disability, or financial hardship:

(a) elective contributions made in years beginning after December 31, 1988;

(b) earnings on those contributions; and

In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

Individual Retirement Annuities. Section 408 of the Code limits the amount
which may be contributed to an IRA each year to the lesser of $2,000 or 100% of
the policy owner's adjusted gross income. These contributions may be deductible
in whole or in part depending on the individual's income. The limit on the
amount contributed to an IRA does not apply to distributions from certain other
types of qualified plans that are "rolled over" on a tax-deferred basis into
an IRA. Amounts in the IRA (other than non-deductible contributions) are taxed
when distributed from the IRA. Distributions prior to age 59 1/2 (unless certain
exceptions apply) are subject to a 10% penalty tax. The Internal Revenue Service
has not addressed in a ruling of general applicability whether a death benefit
provision such as the provision in the policy meets IRA qualification
requirements.

Roth IRAs. Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA. Contributions to a Roth IRA, which are subject to
certain limitations, are not deductible and must be made in cash or as a
rollover or transfer from another Roth IRA or other IRA. A rollover from or
conversion of an IRA to a Roth IRA may be subject to tax, and other special
rules may apply. You should consult a tax advisor before combining any converted
amounts with any other Roth IRA contributions, including any other conversion
amounts from other

24
<PAGE>

tax years. Distributions from a Roth IRA generally are not taxed, except
that--once aggregate distributions exceed contributions to the Roth IRA--income
tax and a 10% penalty tax may apply to distributions made:

(a) before age 59 1/2 (subject to certain exceptions); or

(b) during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA.

No distribution from a Roth IRA is required at any time before the policy
owner's death.

Deferred Compensation Plans. Section 457 of the Code provides for certain
deferred compensation plans available with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax-exempt
organizations. These plans are subject to various restrictions on contributions
and distributions. Under non-governmental plans, all amounts are subject to the
claims of general creditors of the employer, and depending on the terms of the
particular plan, the employer may be entitled to draw on deferred amounts for
purposes unrelated to its Section 457 plan obligations.

All Policies. As noted above, the foregoing comments about the Federal tax
consequences under the policy are not exhaustive, and special rules apply to
other tax situations not discussed in this prospectus. Further, the Federal tax
consequences discussed herein reflect our understanding of current law, and the
law may change. Federal estate tax and state and local estate, inheritance and
other tax consequences of ownership or receipt of distributions under a policy
depend on the individual circumstances of each policy owner or recipient of a
distribution. A competent tax advisor should be consulted for further
information.

Historical Performance Data
===========================

We may advertise yields and total returns for the investment divisions of the
Variable Account. In addition, we may advertise the effective yield of the money
market investment division. These figures are historical and are not intended to
indicate future performance.

The yield of the money market investment division is the annualized income
generated by an amount invested in that option over a specified seven-day
period. We assume that the income generated for that seven-day period is
generated each seven-day period over a 52-week period. We show the result as a
percentage of the amount invested. We calculate the effective yield similarly
but assume that the income earned is reinvested every seven days. The
compounding effect of this assumed reinvestment causes the effective yield to be
slightly higher than the yield.

We calculate the total return of investment divisions for portfolios other
than the money market portfolio for various periods of time, including: (a)
one year; (b) five years; (c) ten years; and (d) the period starting when the
investment division commenced operations.

The average annual total return is the annual compounded rate of return at which
an initial investment of $1,000 would have grown to reach to the redeemable
value of that investment at the end of each of the various measurement periods.
We may also disclose cumulative total returns and returns for various time
periods.

We may disclose performance figures that reflect the withdrawal charge, and
also figures that assume the policy is not surrendered and therefore do not
reflect any withdrawal charge.

The Statement of Additional Information has more information about performance
data calculations.

Voting Rights
=============

To the extent required by law, we will vote shares of Target/United Funds,
Inc. held by the Variable Account according to instructions received from
persons having voting interests in those variable investment divisions. If,

25
<PAGE>

however, the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, or if we determine that we are
allowed to vote the Target/United Funds, Inc. shares in our own right, we may
elect to do so. Target/United Funds, Inc. does not hold regular annual
shareholder meetings.

The number of votes that you may direct to us to cast will be calculated
separately for each variable investment division. We will determine that number
by applying your percentage interest, if any, in a particular variable
investment division to the total number of votes attributable to that variable
investment division. Before the annuity benefit date, you hold a voting interest
in each variable investment division to which policy value is allocated. After
the annuity benefit date, the person receiving variable annuity payments has the
voting interest. After the annuity benefit date, the votes attributable to a
policy decrease as the value of the variable investment divisions under your
policy decrease with each variable annuity payment. In determining the number of
votes, fractional shares will be recognized.

The number of votes for a portfolio which are available will be determined as
of the record date established by Target/United Funds, Inc. Voting instructions
will be solicited by written communication prior to such meeting in accordance
with procedures established by Target/United Funds, Inc.

Portfolio shares attributable to the policies for which no timely instructions
are received will be voted in proportion to the voting instructions which are
received with respect to all Advantage Gold policies participating in the
variable investment division. Voting instructions to abstain on any item to be
voted upon will be applied on a pro rata basis to reduce the votes eligible to
be cast.

Each person having a voting interest in a variable investment division will
receive proxy material, reports and other materials relating to the appropriate
portfolio of Target/United Funds, Inc.

United Investors Life Insurance Company
=======================================

We were incorporated in the State of Missouri on August 17, 1981, as the
successor to a company of the same name established in Missouri on September 27,
1961. We are a stock life insurance company, indirectly owned by Torchmark
Corporation. Our principal business is selling life insurance and annuity
contracts. We are admitted to do business in the District of Columbia and all
states except New York.

Preparing for Year 2000

The new millennium poses a significant concern to all businesses which use
computer systems or electronic data in their operations. This concern arises
because these organizations have existing computer systems and programs that
cannot always identify a proper date. For many years, programs were written
using a two digit code to represent a year. At the beginning of the year 2000,
more digits are needed to accurately determine the date in these programs.
Without addressing this issue, many computer programs could fail or produce
erroneous results. Additionally, companies which communicate electronically with
other businesses or which rely on other businesses for services are exposed to
risk of failure by the electronic devices and computer systems of those other
entities to the extent they are not Year 2000 compliant. The potential failure
of these systems creates considerable uncertainty and could potentially
adversely affect the ongoing operations and stability of a business.

We are exposed to these risks should our computer systems fail due to date-
related problems. We also rely on a number of third party businesses and
governmental agencies that we either communicate electronically with or depend
on for services in conducting our business. These institutions include but are
not limited to banks, financial institutions, telecommunication companies,
utilities, mail delivery organizations, and a variety of governmental agencies.
If our computer systems or the systems of our third-party business partners are
not compliant, we may be exposed to considerable risks, including business
interruption, loss of revenue, increased expense, loss of policyholders, and
litigation.

To reduce our business risk to an acceptable level, we have established a
project plan to insure that our business-

26
<PAGE>

critical computer systems will be Year 2000 compliant. This plan also addresses
third-party compliance issues. Under the direction of executive management,
objectives and timetables have been set forth to achieve compliance. Progress
toward achieving those objectives is constantly monitored. We expect the entire
project, including all Year 2000 testing activities, to be completed during
1999.

We remain on schedule to meet all of our Year 2000 compliance requirements.
All known required software changes were completed in 1998, and the related
testing is in process with plans for completion in 1999. With regard to third
party concerns, we are:

1. confirming with our software vendors the Year 2000 readiness of purchased
software packages;

2. verifying the Year 2000 compliance status of our financial business
partners' computer and data communications systems to insure readiness,
including data interface testing with third parties; and

3. evaluating all of our electronic operational systems (telephones, security,
utility, environmental) for Year 2000 compliance.

While we are making every effort to verify the compliance of third parties, no
assurances as to the compliance of their computer systems can be given.

We have primarily used our internal staff to complete our Year 2000 project.
Other than completion of software testing, all significant Year 2000 project
milestones for internal computer systems have been completed. Confirmation of
third party compliance and electronic data interface testing with third parties
is continuing with completion expected during 1999. We have spent $130,000 on
our Year 2000 project activities to date, including internal programming costs,
outside contractors, and replacement costs. These costs have been expensed as
incurred. Total project cost is expected to be approximately $150,000.

Year 2000 contingency plans are being developed for critical risk areas.
Management is establishing and documenting contingency plans for most critical
systems and interfaces with business partners within each individual's
responsibility. Such contingency plans include possible manual operation
efforts, staff adjustments, outside services, and alternative procedures. These
contingency plans will be maintained well into 2000.

Published Ratings

We may publish (in advertisements, sales literature, and reports to policy
owners) the ratings and other information assigned to us by one or more
independent insurance industry analysts or rating organizations such as A. M.
Best Company, Standard & Poor's Corporation, and Weiss Research, Inc. These
ratings reflect the organization's current opinion of an insurance company's
financial strength and operating performance in comparison to the norms for the
insurance industry; they do not reflect the strength, performance, risk, or
safety (or lack thereof) of the variable investment divisions. The claims-paying
ability rating as measured by Standard & Poor's is an opinion of an operating
insurance company's financial capacity to meet its obligations under its
outstanding insurance and annuity policies.

Legal Proceedings
=================

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

Financial Statements
=====================

Our financial statements (as well as the Auditors' Reports thereon) are in the
Statement of Additional Information.

27
<PAGE>

Statement of Additional Information
===================================

A Statement of Additional Information is available which contains more details
concerning the subjects discussed in this prospectus. The following is the table
of contents for the Statement of Additional Information:

28
<PAGE>

Table of Contents

<TABLE>
<S> <C>
The Policy................................................................................................. 3
Definitions............................................................................................
Accumulation Units..................................................................................... 3
Annuity Units.......................................................................................... 3
Net Investment Factor.................................................................................. 4
Determination of Annuity Payments...................................................................... 4
Fixed Annuity Payments............................................................................... 4
Variable Annuity Payments............................................................................ 5
The Contract........................................................................................... 5
Misstatement of Age or Sex............................................................................. 6
Annual Report.......................................................................................... 6
Non-Participation...................................................................................... 6
Delay or Suspension of Payments........................................................................ 6
Ownership.............................................................................................. 6
Beneficiary............................................................................................ 7
Change of Owner or Beneficiary......................................................................... 7
Assignment............................................................................................. 7
Incontestability....................................................................................... 7
Evidence of Survival................................................................................... 7
Performance Data Calculations.............................................................................. 7
Money Market Investment Division Yield Calculation..................................................... 7
Average Annual Total Return Calculations............................................................... 8
Federal Tax Matters........................................................................................ 10
Taxation of Advantage Gold............................................................................. 10
Tax Status of the Policies............................................................................. 11
Required Distributions................................................................................. 12
Withholding............................................................................................ 12
Addition, Deletion or Substitution of Investments.......................................................... 12
Distribution of the Policy................................................................................. 13
Safekeeping of Variable Account Assets..................................................................... 14
State Regulation........................................................................................... 14
Records and Reports........................................................................................ 14
Legal Matters.............................................................................................. 14
Experts.................................................................................................... 15
Other Information.......................................................................................... 15
Financial Statements....................................................................................... 15
</TABLE>

29
<PAGE>

United Investors Advantage Gold Variable Account

Statement of Additional Information
-----------------------------------
for the

Advantage Gold(SM)
VARIABLE ANNUITY

Offered by

United Investors Life Insurance Company

This Statement of Additional Information expands upon subjects discussed in the
current Prospectus for the Advantage Gold(SM) Deferred Variable Annuity Policy
(the "Policy") offered by United Investors Life Insurance Company. You may
obtain a copy of the Prospectus dated January ____, 2000, by writing to United
Investors Life Insurance Company, Variable Products Division, P.O. Box 10287,
Birmingham, Alabama 35202-0287. Terms used in the current Prospectus for the
Policy are incorporated in this Statement.

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

Dated: January _____, 2000
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Corresponding Page
Page in Prospectus
---- -------------
<S> <C> <C>
THE POLICY................................................. 1
Definitions............................................. 1
Accumulation Units...................................... 3
Annuity Units........................................... 3
Net Investment Factor................................... 3
Determination of Annuity Payments....................... 4
Fixed Annuity Payments................................ 4
Variable Annuity Payments............................. 4
The Contract............................................ 5
Misstatement of Age or Sex.............................. 5
Annual Report........................................... 5
Non-Participation....................................... 5
Delay or Suspension of Payments......................... 5
Ownership............................................... 6
Beneficiary............................................. 6
Change of Ownership or Beneficiaries.................... 6
Assignment.............................................. 6
Incontestability........................................ 6
Evidence of Survival.................................... 6

PERFORMANCE DATA CALCULATIONS.............................. 7
Money Market Investment Division Yield Calculation...... 7
Average Annual Total Return Calculations................ 7

FEDERAL TAX MATTERS........................................ 11
Taxation of United Investors............................ 11
Tax Status of the Policies.............................. 12
Required Distributions.................................. 12
Withholding............................................. 13

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS.......... 13

DISTRIBUTION OF THE POLICY................................. 14

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS..................... 14

STATE REGULATION........................................... 14

RECORDS AND REPORTS........................................ 15

LEGAL MATTERS.............................................. 15

EXPERTS.................................................... 15

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

FINANCIAL STATEMENTS....................................... 15
</TABLE>

-ii-
<PAGE>

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

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

Definitions
- -----------

The following words and phrases are defined and used in your policy, and
many of them are also used in the Prospectus and in this Statement of Additional
Information.

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

Age - The issue Age shown under Policy Data as determined by us from the date of
birth stated in the application. Attained ages are determined from the Policy
Date. No Policy will be issued if either the Owner or Annuitant is over Age 90.
We use age last birthday.

Annuitant - The person on whose life Annuity Payments depend. If the Policy
Owner names more than one person as an "Annuitant," the second person named
shall be referred to as "Co-Annuitant." The "Annuitant" and Co-Annuitant" will
be referred to collectively as the "Annuitant."

Annuity Benefit Date - The date on which Annuity Payments are to start. The
Annuity Benefit Date is shown under Policy Data unless changed.

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

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

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

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

Investment Divisions - The Investment Divisions named under the Policy Data.
Each is a part of a Variable Account of ours.

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

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

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

-1-
<PAGE>

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

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

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

Surrender Value - The Policy Value less any withdrawal charges, the Annual
Contract Maintenance Charge, and applicable deductions for premium taxes.

Valuation Date - Each day the New York Stock Exchange and United Investors' Home
Office are open. Currently, the Friday after Thanksgiving and, in most years,
December 24 (Christmas Eve day) and December 31 (New Year's Eve day) are not
Valuation Dates.

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

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

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

We, our, us - United Investors Life Insurance Company.

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

-2-
<PAGE>

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

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

The value of an Accumulation Unit for each Investment Division was
initially arbitrarily set at $10. The value for any later Valuation Period is
found by multiplying the Accumulation Unit Value for an Investment Division for
the last prior Valuation Period by such Investment Division's Net Investment
Factor (described below) for the following Valuation Period. Like the Policy
Value, the value of an Accumulation Unit may increase or decrease from one
Valuation Period to the next.

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

An Annuity Unit is an accounting unit used after the Annuity Benefit Date
to calculate the value of Variable Annuity Payments. The value of an Annuity
Unit in each Investment Division was initially set at $10. The value for any
later Valuation Period is determined by (a) multiplying the Annuity Unit Value
for an Investment Division for the last prior Valuation Period for such
Investment Division's Net Investment Factor for the following Valuation Period,
and then (b) adjusting the result to compensate for the interest rate assumed in
the annuity tables used to determine the amount of the first Variable Annuity
Payment. The value of an Annuity Unit for each Investment Division changes to
reflect the investment performance of the Portfolio underlying that Investment
Division.

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

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

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

(1) is the result of:

(a) the net asset value per Portfolio share 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

-3-
<PAGE>

(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 Portfolio share of the Portfolio shares
held in the Investment Division, determined at the end of the
previous Valuation Period; plus or minus

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

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

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

At the Annuity Benefit Date, the Policy Value, less any applicable premium
taxes, may be applied to make Fixed Annuity Payments, Variable Annuity Payments,
or a combination thereof.

Fixed Annuity Payments. Fixed Annuity Payments provide guaranteed
----------------------
annuity payments which remain fixed in amount throughout the payment period.
Fixed Annuity Payments do not vary with the investment experience of the
Investment Divisions. The payment amount will be based on our Fixed Annuity
Payment rates in effect on the settlement date. These rates are guaranteed to be
equal to or greater than payments based on the Annuity 2000 Mortality Table with
interest at 3.0%. Where requested and required by law unisex tables will be
used.

Variable Annuity Payments. The dollar amount of the first Variable
-------------------------
Annuity Payment is determined by multiplying the net value applied by purchase
rates based on the Annuity 2000 Mortality Table with interest at 4.0%. Where
requested and required by law unisex tables will be used.

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

After the Annuity Benefit Date, the Annuitant may transfer Annuity Units
among the Investment Divisions, no more than once each Policy Year, by sending a
written request to United Investors. A transfer will be made as of the next
Annuity Payment Date, by converting Annuity Units for the value transferred from
an Investment Division into Annuity Units in the Investment Division to which
the value is transferred. Transfers may cause the number of Annuity Units to
change, but will not change the dollar amount of the Variable Annuity Payment as
of the date of transfer.

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

-4-
<PAGE>

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

The entire contract is made up of the Policy, any riders, and the written
application. All statements made in the application, in the absence of fraud,
are considered representations and not warranties. Only the statements made in
the written application can be used by us to defend a claim or void the Policy.

Changes to the Policy are not valid unless we make them in writing. They
must be signed by one of our executive officers. No agent has authority to
change the Policy or to waive any of its provisions.

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

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

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

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

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

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

Delay or Suspension of Payments
- -------------------------------

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

a) the New York Stock Exchange is closed other than customary weekend and
holiday closing, or trading on the New York Exchange is restricted as
determined by the U.S. Securities and Exchange Commission;

b) the U.S. Securities and Exchange Commission by order permits
postponement for the protection of Policyowners; or

c) an emergency exists, as determined by the Commission, as a result of
which disposal of the securities held in the Investment Divisions is
not reasonably practicable or it is not reasonably practicable to
determine the value of the Variable Account's net assets.

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

-5-
<PAGE>

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

Ownership
- ---------

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

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

The Beneficiary means the person, persons or entity entitled to Death
Benefit proceeds under this Policy upon death of the Owner (or Annuitant if the
Owner is not a natural person) before the Annuity Benefit Date. If the Policy
has joint Owners and one Owner dies, the surviving Joint Owner will be deemed
the Beneficiary. The rights of any Beneficiary who dies before the Owner (or
Annuitant if the Owner is not a natural person) will pass to the surviving
Beneficiary or Beneficiaries unless you provide otherwise. If no Beneficiary is
living at the Owner's death if the Owner is a natural person, we will pay the
Death Benefit, if any, to the [Joint] Owner, if living; otherwise, it will be
paid to the deceased's estate. (If the owner is not a natural person and no
Beneficiary is living at the Annuitant's death, we will pay the Death Benefit,
if any, to the Annuitant's estate.)

Change of Ownership or Beneficiaries
- ------------------------------------

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

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

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

You should consult your tax advisor prior to making any assignment.

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

United Investors will not contest the Policy.

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

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

-6-
<PAGE>

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

We may advertise the yield and effective yield of the Money Market
Investment Division. In addition, we may advertise the total returns for other
Investment Divisions of the Variable Account. All performance data calculations
for the Variable Account will be in accordance with uniformly imposed SEC
regulations.

Money Market Investment Division Yield Calculation
- --------------------------------------------------

In accordance with regulations adopted by the SEC, if we disclose the
current annualized yield of the Money Market Investment Division for a seven-day
period, it is required to be in a manner which does not take into consideration
(1) any realized or unrealized gains or losses of the Money Market Portfolio or
on its portfolio securities, or (2) any income other than investment income. The
current annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation) in the value of a hypothetical account having a balance of one
unit of the Money Market Investment Division at the beginning of the seven-day
period, dividing the net change in account value by the value of the account at
the beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects the
deduction for the Mortality and Expense Risk Charge and the Administration Fee
as well as reflecting income and expenses accrued during the period. Because of
these deductions, the yield for the Money Market Investment Division will be
lower than the yield for the Money Market Portfolio of the Fund.

The SEC also permits us to disclose the effective yield of the Money Market
Investment Division for the same seven-day period, determined on a compounded
basis. The effective yield is calculated by compounding the annualized base
period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result according
to the following formula:

Effective Yield = [(Base period return +1) 365/7]-1

For the seven-day period ending December 31, 1999, the Money Market
Investment Division annualized yield was ___%. For the same period, the
effective yield was ____%.

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

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

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

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<PAGE>

P(1 + T) n = ERV

Where

P = a hypothetical initial payment of $1,000

T = average annual total return

N = number of years in the period

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

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

Adjusted Historical Portfolio Performance Data

We may also disclose "historical" performance data for a portfolio, for
periods before the applicable Investment Division of the Variable Account
commenced operations. Such performance information will be calculated based on
the performance of the portfolio and the assumption that the Investment Division
was in existence for the same periods as those indicated for the portfolio, with
a level of policy charges currently in effect.

This type of adjusted historical performance data may be disclosed on both
an average annual total return and a cumulative total return basis. Morever, it
may be disclosed assuming that the policy is not surrendered (i.e., with no
deduction for the withdrawal charge) and assuming that the policy is surrendered
at the end of the applicable period (i.e., reflecting a deduction for any
applicable withdrawal charge).

Other Performance Data

We may from time to time also disclose average annual total returns in a
non-standard format in conjunction with the standard format described above. The
non-standard format will be identical to the standard format except that the
withdrawal charge will be assumed to be 0%.

We may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the withdrawal
charge will be 0%.

CTR = {ERV/P} - 1

Where:

-8-
<PAGE>

CTR = the cumulative total return net of policy charges for the period.

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

P = a hypothetical initial payment of $1,000.

All non-standard performance data will be advertised only if the standard
performance data is also disclosed.

Historical Performance Data

General Limitations

The figures below represent past performance and are not indicative of
future performance. The figures may reflect the waiver of advisory fees and
reimbursement of other expenses which may not continue in the future.

Portfolio information, including historical daily net asset values and
capital gains and dividends distributions regarding each portfolio, has been
provided by that portfolio. The Investment Division adjusted historical
performance data is derived from the data provided by the portfolios. We have no
reason to doubt the accuracy of the figures provided by the portfolios. We have
not verified these figures.

Adjusted Historical Performance Data

The charts below show adjusted historical performance data for the
Investment Divisions for the periods prior to the inception of the Investment
Division, based on the performance of the corresponding portfolios since their
inception date, with a level of charges equal to those currently assessed under
the policy. These figures are not an indication of future performance.

-9-
<PAGE>

AVERAGE ANNUAL TOTAL RETURN

(With Withdrawal Charge)

Portfolio
Investment 1 Year to 5 Years to 10 Years to Inception to Inception
Division 12/31/99 12/31/99 12/31/99 12/31/99 Date
- -------- --------- ---------- ----------- ------------ ---------

Asset Strategy 5/01/95

Balanced 5/03/94

Bond 7/13/87

Growth 7/13/87

High Income 7/13/87

Income 7/16/91

International 5/03/94

Limited-Term 5/03/94
Bond

Science and 4/04/97
Technology

Small Cap 5/03/94

-10-

<PAGE>

NON-STANDARD AVERAGE ANNUAL TOTAL RETURN

(Assumes no surrender, and no Withdrawal Charge)

Portfolio
Investment 1 Year to 5 Years to 10 Years to Inception to Inception
Division 12/31/99 12/31/99 12/31/99 12/31/99 Date
- -------- --------- ---------- ----------- ------------ ---------

Asset Strategy 5/01/95

Balanced 5/03/94

Bond 7/13/87

Growth 7/13/87

High Income 7/13/87

Income 7/16/91

International 5/03/94

Limited-Term Bond 5/03/94

Science and
Technology 4/04/97

Small Cap 5/03/94

The performance information provided above reflects only the performance of
a hypothetical $1,000 payment which is allocated to the stated Investment
Division during the time period on which the calculations are based. Performance
information provided for any given past period is not an indication or
representation of future yields or rates of return.

The figures shown above do not reflect the "12b-1" service fee for periods
prior to the August 31, 1998 effective date of the Service Plan. If the Service
Plan had been in effect during the periods shown, return would have been lower.

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

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

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

-11-
<PAGE>

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

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

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

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

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

In order to be treated as an annuity contract for Federal income tax
purposes, Section 72(s) of the Code requires any nonqualified Policy to provide
that (a) if any Owner dies on or after the annuity benefit date but prior to the
time the entire interest in the Policy has been distributed, the remaining
portion of such interest will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death; and (b)
if any Owner dies prior to the annuity benefit date, the entire interest in the
Policy will be distributed within five years after the date of that Owner's
death.

-12-
<PAGE>

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

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

Withholding
- -----------

Distributions from the Policy generally are subject to withholding for the
Owner's Federal income tax liability. The withholding rate varies according to
the type of distribution and the Owner's tax status. The Owner will be provided
the opportunity to elect not to have tax withheld from distributions.

"Eligible rollover distributions" from section 401(a) plans and section
403(b) tax-sheltered annuities are subject to a mandatory Federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions such as
distribution required by the Code or distributions in a specified annuity form.
The 20% withholding does not apply, however, if the Owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

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

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

United Investors also reserves the right to establish additional Investment
Divisions of the Variable Account, each of which would invest in a new
Portfolio, or in shares of another investment company or suitable investment,
with a specified investment objective. New Investment Divisions may be
established when, in the sole discretion of United Investors, marketing needs or
investment conditions warrant, and any new Investment Divisions will be made
available to existing Policyowners on a basis to be determined by United
Investors. United Investors may also eliminate one or more Investment Divisions
if, in its sole discretion, marketing, tax, or investment conditions warrant.

-13-
<PAGE>

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

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

The Policies will be sold by individuals who, in addition to being licensed
as life insurance agents for United Investors, are also registered
representatives of Waddell & Reed, Inc. ("W&R"), the principal underwriter of
the Policies, or of broker-dealers who have entered into written sales
agreements with W&R. W&R is registered with the U.S. Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc. (W&R is the owner
of Waddell & Reed Investment Management Company, the manager of Target/United
Funds Inc.) No commissions have been paid by United Investors for the sale of
the Policy because as of the date of this prospectus sales have not commenced.
Policies are offered to the public through brokers licensed under the Federal
securities laws and state insurance laws that have entered into agreements with
W&R. The offering of the Policies is continuous, and W&R does not anticipate
discontinuing the offering of the Policies. However, United Investors and W&R
reserve the right to discontinue the offering of the Policies.

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

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

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

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

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

-14-
<PAGE>

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

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

LEGAL MATTERS
-------------

Legal advice regarding certain matters relating to Federal securities laws
applicable to the issuance of the Policy has been provided by Sutherland Asbill
& Brennan LLP of Washington, D.C.

EXPERTS
-------

The balance sheets of United Investors Life Insurance Company as of
December 31, 1998 and 1997, and the related statements of operations,
comprehensive income, shareholders' equity, and cash flows for each of the years
in the three-year period ended December 31, 1998 have been included herein in
reliance upon the report of_______________ independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

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

A Registration Statement has been filed with the U.S. Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the Policies discussed in this Statement of Additional Information. Not all
of the information set forth in the Registration Statement, amendments and
exhibits thereto has been included in the prospectus or this Statement of
Additional Information. Statements contained in the prospectus or this Statement
of Additional Information concerning the content of the Policies and other legal
instruments are intended to be summaries. For a complete statement of the terms
of these documents, reference should be made to the documents themselves or to
the instruments filed with the U.S. Securities and Exchange Commission.

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

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

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

-15-
<PAGE>

PART C: OTHER INFORMATION

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

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

All required financial statements to be filed by amendment.

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

(1) Resolution of the Board of Directors of United Investors Life
Insurance Company ("United Investors") authorizing establishment of
the United Investors Advantage Gold Variable Account.*
(2) Custody Agreements: Not Applicable.
(3) (a) Principal Underwriting Agreement.**
(b) Broker-Dealer Sales Agreement.**
(c) Commission Schedule.**
(4) (a) Annuity Policy, Form VA99.*
(5) Application.*
(6) (a) Certificate of Incorporation of United Investors.\1\
(b) By-Laws of United Investors.\1\
(7) Reinsurance Contracts: Not Applicable
(8) (a) Participation Agreement for Target/United Funds, Inc.\2\
(b) Form of Administration Agreement: Not Applicable
(9) Opinion of Counsel.**
(10) (a) Consent of Sutherland Asbill & Brennan LLP.**
(b) Consent of KPMG Peat Marwick LLP.**
(11) Financial statements omitted from Item 23: Not Applicable.
(12) Agreements/understandings for providing initial capital: Not
Applicable.
(13) Performance Data Calculations.**
_________________________________
* Filed herewith.
** To be filed by amendment.

\1\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File No. 33-11465, filed on April 29, 1998 (previously filed on January
22, 1987 as an Exhibit to the Form S-6 Registration Statement, File No.
33-11465).

\2\ Incorporated herein by reference to the Exhibit filed electronically
with Post-Effective Amendment No. 12 to Form S-6 Registration Statement,
File No. 33-11465, filed on April 29, 1998 (previously filed on April 15,
1992 as an Exhibit to Post-Effective Amendment No. 6 to Form N-4
Registration Statement, File No. 33-12000).

C - 1
<PAGE>

Item 25. Directors and Officers of the Depositor
---------------------------------------

Name and Principal Position and Offices
Business Address* with Depositor
- ----------------- --------------

C. B. Hudson** Director

Anthony L. McWhorter Chairman of the Board of Directors, President and
Chief Executive Officer

W. Thomas Aycock Director, Vice President and Chief Actuary

Tony G. Brill** Director and Executive Vice President - Administration

Mark S. McAndrew** Senior Vice President - Marketing

Larry M. Hutchison** Director

Michael J. Klyce Vice President and Treasurer

John H. Livingston Director, Secretary and Counsel

James L. Mayton, Jr. Vice President and Controller

Carol A. McCoy Director and Assistant Secretary

Ross W. Stagner Director and Vice President

Terry W. Davis Director and Vice President - Administration
_________________________
* Unless otherwise noted, the principal business address of each person
listed is United Investors Life Insurance Company, P.O. Box 10207,
Birmingham, Alabama 35202-0207.

** Principal business address: Torchmark Corporation, 3700 South Stonebridge,
McKinney, Texas 75050.

Item 26. Persons Controlled by or Under Common Control with the Depositor or
-------------------------------------------------------------------
Registrant
----------

The Depositor, United Investors Life Insurance Company, Inc. ("United
Investors"), is indirectly owned by Torchmark Corporation. The following table
shows the persons controlled by or under common control with United Investors,
their Parent Company, and the State or Jurisdiction of Incorporation. All
companies are 100% owned by their Parent Company, unless otherwise indicated,
which is indirectly owned by Torchmark Corporation. The Registrant is a
segregated asset account of United Investors.

Parent State/Jurisdiction
Company Co. Code of Incorporation
- ------- -------- ----------------
American Income Life Insurance Co. A Indiana

American Life and Accident Insurance Co. A Texas

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

First United American Life Insurance Co. D New York

C - 2
<PAGE>

Globe Insurance Agency, Inc. A Arkansas

Globe Life And Accident Insurance Co. C Delaware

Globe Marketing Services Inc. A Oklahoma

Liberty National Auto Club, Inc. B Alabama

Liberty National GroupCare, Inc. B Alabama

Liberty National Life Insurance Co. C Alabama

Maxwell's Energy Company, Inc. C Alabama

Stonegate Management Corporation E Alabama

Stonegate Realty Corporation E Delaware

Torch Royalty Company B Delaware

Torchmark Corporation (holding company) Delaware

Torchmark Development Corporation C Alabama

United American Insurance Co. C Delaware

United Investors Life Insurance Co. B* Missouri

Waddell & Reed Asset Management Co. C Missouri

- -------------------------
* Parent company owns 81%; remaining 19% owned by Torchmark Corporation.

Parent Company Codes
- -----------------------------------------
A Globe Life And Accident Insurance Co.
B Liberty National Life Insurance Co.
C Torchmark Corporation
D United American Insurance Co.
E Torchmark Development Corporation

Item 27. Number of Policy Owners
-----------------------

There are no current policy owners.

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

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

"Each Director or officer, or former Director or officer, of this
Corporation, and his legal representatives, shall be indemnified by the
Corporation against liabilities, expenses, counsel fees and costs,
reasonably incurred by him or his estate in connection with, or arising out
of, any action, suit, proceeding or claim in which he is made a party by
reason of his being, or having been, such Director or officer; and any
person who, at the request of this Corporation, serves as Director or
officer of another corporation in which this Corporation owns corporate
stock, and his legal

C - 3
<PAGE>

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."

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

Item 29. Principal Underwriters
----------------------

(a) Waddell & Reed, Inc. ("W&R") is the principal underwriter of the Policies as
defined in the Investment Company Act of 1940, and is also the principal
underwriter for certain flexible premium variable life insurance policies issued
through United Investors Life Variable Account, United Investors Annuity
Variable Account, United Investors Universal Life Variable Account, and
Target/United Funds, Inc.

C - 4
<PAGE>

(b) The following table provides certain information with respect to each
Director, officer and partner of each principal underwriter.

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

Keith A. Tucker Chairman and Director
--------

Robert L. Hechler President, Chief Executive Officer, Principal
Financial Officer, Director and Treasurer
--------

Henry J. Herrmann Director
--------

Helge K. Lee Senior Vice President, Secretary and General Counsel

Robert J. Williams, Jr. Executive Vice President and National Sales Manager

Thomas W. Butch Executive Vice President

Michael D. Strohm Senior Vice President and Controller

Michael G. Gerken Senior Vice President

David R. Burford Vice President

William D. Howey, Jr. Vice President

Terry M. Parker Vice President
_________________________
* The principal business address for the officers and Directors listed is
6300 Lamar Avenue, Overland Park, Kansas 66202-4200.

(c) Commissions Received by Principal Underwriter during Year Ended 12/31/99
------------------------------------------------------------------------

Net Underwriting
Name of Principal Discounts and Compensation
Underwriter Commissions on Redemption
- ---------------------- ---------------- -------------
Waddell & Reed, Inc. Not Applicable -0-
Brokerage
Commissions Compensation
----------- ------------
Not Applicable -0-

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

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

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

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

C - 5
<PAGE>

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

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

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

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

(d) United Investors Life Insurance Company represents that the fees and
charges deducted under the annuity policy are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by United Investors.

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

United Investors and the Variable Account rely on 17 C.F.R. Sections
270.6c-7 and represent that the provisions of that Rule have been or will be
complied with. Accordingly, United Investors and the Variable Account are
exempt from the provisions of Sections 22(e), 27(c)(1) and 27(d) of the
Investment Company Act of 1940 with respect to any variable annuity contract
participating in such account to the extent necessary to permit compliance with
the Texas Optional Retirement Program.

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

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

C - 6
<PAGE>

SIGNATURES
----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf in the City of Birmingham and the State of Alabama on the 26th day of
October, 1999.

UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
(REGISTRANT)

UNITED INVESTORS LIFE INSURANCE COMPANY
(DEPOSITOR)

By: /s/ Anthony L. McWhorter
-------------------------------------
Anthony L. McWhorter
President and Chief Executive Officer

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

Signature Title Date
- --------- ----- ----

- ------------------------ Director --------------
C. B. Hudson

/s/ Anthony L. McWhorter
- ------------------------ Chairman of the Board of Directors, 10/26/99
Anthony L. McWhorter President and Chief Executive Officer --------------

/s/ W. Thomas Aycock
- ------------------------ Director, Vice President and 10/26/99
W. Thomas Aycock Chief Actuary --------------

/s/ Tony G. Brill
- ------------------------ Director and Executive Vice 10/26/99
Tony G. Brill President - Administration --------------

- ------------------------ Senior Vice President - Marketing --------------
Mark S. McAndrew

/s/ Larry M. Hutchison
- ------------------------ Director 10/26/99
Larry M. Hutchison --------------

/s/ Michael J. Klyce
- ------------------------ Vice President and Treasurer 10/26/99
Michael J. Klyce --------------

/s/ James L. Mayton, Jr.
- ------------------------ Vice President and Controller 10/26/99
James L. Mayton, Jr. --------------

/s/ John H. Livingston
- ------------------------ Director, Secretary and Counsel 10/26/99
John H. Livingston --------------

/s/ Carol A. McCoy
- ------------------------ Director and Assistant Secretary 10/26/99
Carol A. McCoy --------------

/s/ Ross W. Stagner
- ------------------------ Director and Vice President 10/26/99
Ross W. Stagner --------------

/s/ Terry W. Davis Director and Vice President - 10/26/99
- ----------------------
Terry W. Davis Administration --------------
<PAGE>

EXHIBIT INDEX

Exhibit No. Name of Exhibit
- ----------- ---------------

(1) Resolution of the Board of Directors of United Investors Life
Insurance Company authorizing establishment of the United
Investors Advantage Gold Variable Account

(4)(a) Annuity Policy, Form VA99

(5) Application

<PAGE>

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 Advantage Gold
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 (11) 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
<PAGE>

Page 2

Investment Company Act of 1940; and

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

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

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

FURTHER RESOLVED, that the appropriate officers of the
Company, with such assistance from the Company's auditors, legal
counsel and independent consultants or others as they may
require, be, and they hereby are, authorized and directed to take
all action necessary to: (a) Register Variable Account as a unit
investment trust under the Investment Company Act of 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 registration statement, any
undertakings, and any applications for exemptions from the
Investment Company Act of 1940 or other applicable federal laws
as the Officers of the Company shall deem necessary or
<PAGE>

Page 3

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 for the principal executive officer
and/or the principal financial officer and/or the principal
accounting officer and/or any other officer of the Company; and

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

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

Page 4

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 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.

DATED as of this 15/th/ day of September, 1999.

<PAGE>

A Missouri Stock Company
********************************************************************************

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

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

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

"FREE LOOK" PERIOD - You may cancel this Policy by returning it by the 10th day
after you receive it. You may return it to us or to the agent who sold it to
you. When we receive the Policy, we will cancel it and refund the Policy Value
plus any contract fees and other charges paid.

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

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

<TABLE>
<CAPTION>
SECRETARY PRESIDENT

- --------------------------------------------------------------------------------
<S> <C> <C>
ANNUITANT: JOHN DOE ISSUE AGE: 35 MALE

POLICY DATE: NOV 01, 1999 POLICY NUMBER: 1234567

ANNUITY BENEFIT INITIAL PURCHASE
DATE: NOV 01, 2049 PAYMENT: $10,000.00
</TABLE>

THIS POLICY IS A LEGAL CONTRACT
BETWEEN YOU AND UNITED INVESTORS LIFE INSURANCE COMPANY
READ YOUR POLICY CAREFULLY
********************************************************************************
DEFERRED VARIABLE ANNUITY POLICY
Annuity payments begin on the Annuity Benefit Date.
Death Benefit payable prior to the Annuity Benefit Date.
Purchase Payments are flexible, subject to the limits described herein.
This Policy is nonparticipating. Dividends are not payable.

<PAGE>

GUIDE TO POLICY PROVISIONS
- --------------------------------------------------------------------------------

<TABLE>
PROVISIONS SECTION
<S> <C>
Amount of Proceeds............................................................................... 3

Annuity Provisions............................................................................... 8

Assignment....................................................................................... 6

Beneficiary...................................................................................... 6

Change of Owner and Beneficiaries................................................................ 6

Charges and Deductions........................................................................... 14

Death Benefit.................................................................................... 5

Definitions...................................................................................... 1

Delay in Payments................................................................................ 16

Errors in Age or Sex............................................................................. 7

Fixed Account.................................................................................... 11

Fixed Account Value.............................................................................. 11

Initial Purchase Payment......................................................................... 2

Investment Divisions............................................................................. 13

Issue Age and Sex................................................................................ 2

Policy Date...................................................................................... 2

Purchase Payment Provisions...................................................................... 4

Termination of Policy............................................................................ 10

Variable Account................................................................................. 12

Variable Account Value........................................................................... 12

Withdrawals...................................................................................... 9
</TABLE>

PAGE 1
<PAGE>

1. DEFINITIONS
- --------------------------------------------------------------------------------

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

Age - The Issue Age shown under Policy Data as determined by us from the date of
birth stated in the application. Attained ages are determined from the Policy
Date. No Policy will be issued if either the Owner or Annuitant is over Age 90.
We use age last birthday.

Annuitant - The person on whose life Annuity Payments depend. If the Policy
Owner names more than one person as an "Annuitant," the second person named
shall be referred to as "Co-Annuitant." The "Annuitant" and "Co-Annuitant" will
be referred to collectively as the "Annuitant."

Annuity Benefit Date - The date on which Annuity Payments are to start. The
Annuity Benefit Date is shown under Policy Data unless changed.

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

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

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

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

Investment Divisions - The Investment Divisions named under the Policy Data.
Each is part of a Variable Account of ours.

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

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

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

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

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

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

Surrender Value - The Policy Value less any withdrawal charges, the Annual
Contract Maintenance Charge and applicable deductions for premium taxes.

Valuation Date - Each day the New York Stock Exchange is open for trading,
except for local or regional holidays declared by United Investors Life
Insurance Company.

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

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

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

We, our, us - United Investors Life Insurance Company.

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

PAGE 2

********************************************************************************
<PAGE>

2. POLICY DATA
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
ANNUITANT: JOHN DOE ISSUE AGE AND SEX: 35 MALE

POLICY DATE: NOV 01, 1999 POLICY NUMBER: 1234567

ANNUITY BENEFIT INITIAL PURCHASE
DATE: NOV 01, 2049 PAYMENT: $10,000.00
</TABLE>

POLICY: DEFERRED VARIABLE ANNUITY

MINIMUM INITIAL PURCHASE PAYMENT:

NONQUALIFIED POLICIES: $2,000

QUALIFIED POLICIES: $1,200

AS AN EXCEPTION, FOR BOTH NONQUALIFIED AND
QUALIFIED POLICIES, WE WILL ACCEPT$100 PER MONTH
(AT LEAST $1,200 THE FIRST YEAR) IF PURCHASE
PAYMENTS ARE PAID BY MEANS OF A BANK DRAFT OR
GROUP PAYMENT METHOD APPROVED IN ADVANCE BY US.

MINIMUM ADDITIONAL PURCHASE PAYMENTS: $100

MAXIMUM AGE FOR ADDITIONAL PURCHASE PAYMENTS: AGE 90

MAXIMUM TOTAL PURCHASE PAYMENTS: $500,000

MINIMUM PARTIAL WITHDRAWAL: $250

MINIMUM POLICY VALUE AFTER PARTIAL WITHDRAWAL: $2,000
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VARIABLE ACCOUNT: UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
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INVESTMENT DIVISIONS
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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.
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MUTUAL FUND: TARGET/UNITED FUNDS, INC.
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PORTFOLIOS: ASSET STRATEGY PORTFOLIO INTERNATIONAL PORTFOLIO
BALANCED PORTFOLIO LIMITED-TERM BOND PORTFOLIO
BOND PORTFOLIO MONEY MARKET PORTFOLIO
GROWTH PORTFOLIO SCIENCE AND TECHNOLOGY PORTFOLIO
HIGH INCOME PORTFOLIO SMALL CAP PORTFOLIO
INCOME PORTFOLIO

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2. POLICY DATA (CONTINUED)
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CHARGES AND DEDUCTIONS:

ANNUAL CONTRACT MAINTENANCE CHARGE: $25 deducted per Policy Year.

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

MORTALITY AND EXPENSE RISK CHARGE: .003425% of the daily net assets of each
Investment Division deducted daily
(equivalent to 1.25% per year).

DEDUCTION FOR PREMIUM TAXES: Deducted as incurred.

TABLE OF WITHDRAWAL CHARGE RATES
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<TABLE>
<CAPTION>
NUMBER OF FULL YEARS
SINCE RECEIPT OF WITHDRAWAL
PURCHASE PAYMENT CHARGE RATE
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 or More 0%
</TABLE>

The withdrawal charge is determined by multiplying each Purchase Payment
included in the withdrawal by the Withdrawal Charge Rate for the number of full
years elapsed since the date of receipt of each Purchase Payment.

See the WITHDRAWALS Provision in Section 9.

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2. POLICY DATA (CONTINUED)
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FIXED ACCOUNT - TABLE OF GUARANTEED MINIMUM VALUES
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GUARANTEED INTEREST RATE: 3.00%

<TABLE>
<CAPTION>
END OF MINIMUM ACCOUNT SURRENDER
POLICY YEAR VALUE VALUE
----------- --------------- ---------
<S> <C> <C>
1 10,300 9,600
2 10,609 10,009
3 10,927 10,427
4 11,255 10,855
5 11,593 11,293
6 11,941 11,741
7 12,299 12,199
8 12,668 12,668
9 13,048 13,048
10 13,439 13,439
11 13,842 13,842
12 14,258 14,258
13 14,685 14,685
14 15,126 15,126
15 15,580 15,580
16 16,047 16,047
17 16,528 16,528
18 17,024 17,024
19 17,535 17,535
20 18,061 18,061
</TABLE>

VALUES SHOWN ABOVE ARE BASED ON THE ASSUMPTION THAT:

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

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

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

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3. AMOUNT OF PROCEEDS
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The proceeds payable by this Policy are:

. Upon the death of the Owner (or the Annuitant if the Owner is not a
natural person) prior to the Annuity Benefit Date, the Death Benefit.

. On the Annuity Benefit Date, the Policy Value.

. On surrender of the Policy prior to the Annuity Benefit Date, the
Surrender Value.

. On or after the Annuity Benefit Date, any proceeds will be determined
by the Annuity Payment Option in effect.

4. PURCHASE PAYMENT PROVISIONS
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ALLOCATION OF PURCHASE PAYMENTS - You may choose to allocate Purchase Payments
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 PURCHASE PAYMENT- On the Policy Date the initial Net Purchase Payment
will be allocated among the Investment Divisions of the Variable Account and the
Fixed Account according to the allocation percentages you specified in your
application.

ADDITIONAL PURCHASE PAYMENTS - You may make additional Purchase Payments prior
to the Annuity Benefit Date provided they equal or exceed the minimum amount
shown under Policy Data. However, in no event may additional Purchase Payments
be made on or after the Policy Anniversary following the Owner's or any Joint
Owner's 90/th/ birthday (or the Annuitant's 90/th/ birthday if the Owner is not
a natural person). On the date we receive an additional Purchase Payment, the
additional Net Purchase Payment will be allocated according to the allocation
percentages you specified in your application; or if subsequently changed,
according to your instructions currently in effect.

MAXIMUM TOTAL PURCHASE PAYMENTS - Total Purchase Payments may not exceed the
maximum shown under Policy Data, unless we agree.

5. DEATH BENEFIT
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OWNER'S DEATH BEFORE THE ANNUITY BENEFIT DATE - If either the Owner or any Joint
Owner dies before the Annuity Benefit Date while the Policy is in force, a Death
Benefit will become payable to the Beneficiary. If there is more than one Owner,
such Owners being natural persons, the Death Benefit is payable upon the first
death of such Owners.

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

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

Value so that it equals the Death Benefit, if greater.

ANNUITANT'S DEATH BEFORE THE ANNUITY BENEFIT DATE - If the Annuitant dies before
the

PAGE 5
<PAGE>

Annuity Benefit Date while the Policy is in force, and the Owner is also the
Annuitant or if the Owner is not a natural person, the death will be treated as
the death of an Owner and the Death Benefit will be payable to the Beneficiary
in accordance with the Owner's Death Before the Annuity Benefit Date Provision.
If the Annuitant dies before the Annuity Benefit Date while the Policy is in
force, and the Owner is a natural person other than the Annuitant, you may name
a new Annuitant, subject to our Age limitations, and the Death Benefit will not
be payable. If you do not name a new Annuitant, you will automatically become
the Annuitant and the Death Benefit will not be payable.

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

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

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

1. the Policy Value; or

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

3. the highest of the Policy Values as of the 5th Policy Anniversary, and every
5/th/ Policy Anniversary thereafter prior to the Policy Anniversary following
the Owner's or any Joint Owner's 90/th/ birthday (or the Annuitant's 90/th/
birthday if the Owner is not a natural person). Purchase Payments made after
the Policy Anniversary having the highest Policy Value will be added to the
Death Benefit, and adjustments will be made for any amounts withdrawn and any
withdrawal charges on amounts withdrawn since that Policy Anniversary.

. The Death Benefit under (3) above will not increase on or after the Policy
Anniversary following the Owner's or any Joint Owner's 90th birthday (or the
Annuitant's 90/th/ birthday if the Owner is not a natural person).
Adjustments for any withdrawal and withdrawal charges will reduce the Death
Benefit in the same proportion that the amount reduced the Policy Value on
the date of withdrawal.

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

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

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<PAGE>

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

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

After the Annuity Benefit Date, the Payment Option Beneficiary is the person,
persons or entity entitled to receive the amount payable upon death of the
Annuitant, if any, as provided in the Annuity Payment Option then in effect.
CHANGE IN POLICY OWNER AND BENEFICIARIES - Unless you provide otherwise in
writing to us, you may change the Owner, Beneficiary or Payment Option
Beneficiary during your lifetime. A change of ownership will be subject to our
Age limitations and may result in adverse tax consequences. 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. You should consult your tax advisor prior to
making any change.

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. Assignment of this
policy may result in adverse tax consequences. You should consult your tax
advisor prior to making any assignment. We will not be responsible for the
validity of any assignment.

7. GENERAL PROVISIONS
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THE CONTRACT - This Policy, including the application, is the entire contract
between you and us. Any change must be made in writing by one of our officers.

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

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

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

INCONTESTABILITY - This Policy will not be contested.

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

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.

ANNUAL REPORT - At least once a year prior to the Annuity Benefit Date, we will
send you a report which shows the following information:

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

PAGE 7
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2. all Purchase Payments since the last report;

3. all charges since the last report;

4. all withdrawals since the last report;

5. the current Surrender Value; and

6. the current Death Benefit.

8. ANNUITY PROVISIONS
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ANNUITY BENEFIT DATE - The Annuity Benefit Date is shown under Policy Data,
unless changed. It may be the first day of any calendar month commencing 30 days
after the Policy Date.

CHANGE OF ANNUITY BENEFIT DATE - You may change the Annuity Benefit Date, if: 1.
you tell us in writing; and 2. you tell us at least 30 days prior to the new
date.

ANNUITY PAYMENTS - On the Annuity Benefit Date the Policy Value, less any
premium taxes, may be applied to make Fixed Annuity Payments, Variable Annuity
Payments, or a combination thereof.

ANNUITY PAYMENT OPTIONS - You may choose one or more of the following forms of
Annuity Payment. We may send you a supplemental contract which provides the
Annuity Payments.

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

Option 2: Joint Life Annuity Continuing To The Survivor - This provides Annuity
Payments during the lifetime of the Annuitant and a Joint Annuitant. Full
payments will continue to the survivor during the survivor's remaining lifetime.
You may also elect for payments to the survivor to reduce to two-thirds or one-
half of the amount payable at the time of the first death. This election must be
made at the Annuity Benefit Date, and will result in a higher initial Annuity
Payment.

Option 3: Life Annuity With Monthly Payments Guaranteed - This provides Annuity
Payments during the lifetime of the Annuitant. Various guaranteed periods from
60 months to 360 months are available. If the Annuitant dies prior to the end of
this guaranteed period, payments will be made to the Payment Option Beneficiary
until the end of the guaranteed period.

Option 4: Any Form of Annuity Satisfactory to Both us and the Owner - Selection
of the Annuity Payment Option must be made by written request to us at least 30
days prior to the Annuity Benefit Date. If the Annuity Payment Option selected
is for a Fixed Period, of less than the remaining period of withdrawal charges,
we reserve the right to deduct withdrawal charges, if any, from the amount of
proceeds to be applied to the Annuity Payment Option.

If the net amount to be applied to an option is less than $3,000, we have the
right to pay such amount in one sum. Also, if any initial payment would be less
than $50, we have the right to change the frequency of payment to an interval
that will result in payments of at least $50.

FIXED ANNUITY PAYMENTS - Fixed Annuity Payments provide guaranteed Annuity
Payments which remain fixed in amount throughout the payment period. Fixed
Annuity Payments do not vary with the investment experience of the Investment
Divisions of the Variable Account. The amount for each $1,000 of proceeds
applied to make Fixed Annuity Payments will be based on our Fixed Annuity
Payment rates in effect on the Annuity Benefit Date for the Annuity Payment
Option chosen. For any Annuity Payment Option, these rates are guaranteed to be
greater than or equal to payment rates based on the Annuity 2000 Mortality Table
with interest at 3%. Guaranteed rates for certain Annuity Payment Options are
shown in the Annuity Tables. Where required by law, unisex tables will be used.

PAGE 8
<PAGE>

VARIABLE ANNUITY PAYMENTS - Variable Annuity Payments vary in amount depending
on the investment experience of the Investment Divisions selected. The amount
payable for the first Variable Annuity Payment for each $1,000 of proceeds
applied will be determined based on the Annuity 2000 Mortality Table with
interest at 4%, and the Annuity Payment Option chosen. The dollar amount of the
Variable Annuity Payments after the first is not fixed. It may change from
payment to payment. The dollar amount of such payments is determined as follows:

1. the dollar amount of the first Annuity Payment for each Investment Division
is divided by the value of the Annuity Unit for the Annuity Benefit Date.
This result establishes the number of Annuity Units for Annuity Payments
after the first. This number of Annuity Units remains fixed during the
Annuity Payment period unless subsequently changed by transfers.

2. the number of Annuity Units is multiplied by the value of the Annuity Unit
for the Annuity Payment date. This result establishes the dollar amount of
the payment for the Investment Division.

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

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ANNUITY TABLES

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GUARANTEED JOINT AND FULL SURVIVOR MONTHLY ANNUITY PAYMENTS
PER $1,000 PROCEEDS APPLIED

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MALE FEMALE AGE
AGE 50 55 60 65 70
50 3.53 3.65 3.76 3.86 3.93
55 3.61 3.77 3.94 4.08 4.21
60 3.68 3.88 4.10 4.32 4.51
65 3.73 3.97 4.25 4.55 4.84
70 3.76 4.04 4.36 4.74 5.16
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<PAGE>

<TABLE>
<CAPTION>
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GUARANTEED MONTHLY LIFE ANNUITY PAYMENTS PER $1,000 PROCEEDS APPLIED

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GUARANTEED PERIOD GUARANTEED PERIOD
----------------- -----------------
MALE 120 240 FEMALE 120 240
AGE NONE MONTHS MONTHS AGE NONE MONTHS MONTHS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
40 3.54 3.53 3.50 40 3.38 3.37 3.35
41 3.58 3.57 3.53 41 3.41 3.41 3.39
42 3.63 3.62 3.57 42 3.45 3.44 3.42
43 3.67 3.66 3.62 43 3.49 3.48 3.46
44 3.72 3.71 3.66 44 3.53 3.52 3.50
45 3.78 3.76 3.70 45 3.57 3.57 3.54
46 3.83 3.81 3.75 46 3.62 3.61 3.58
47 3.89 3.87 3.80 47 3.67 3.66 3.62
48 3.95 3.92 3.85 48 3.72 3.71 3.66
49 4.01 3.98 3.90 49 3.77 3.76 3.71
50 4.08 4.05 3.95 50 3.83 3.81 3.76
51 4.15 4.11 4.00 51 3.89 3.87 3.81
52 4.22 4.18 4.06 52 3.95 3.93 3.86
53 4.30 4.25 4.12 53 4.01 3.99 3.92
54 4.38 4.33 4.18 54 4.08 4.06 3.97
55 4.46 4.41 4.24 55 4.15 4.13 4.03
56 4.55 4.49 4.30 56 4.23 4.20 4.09
57 4.65 4.58 4.36 57 4.31 4.28 4.15
58 4.75 4.68 4.43 58 4.40 4.36 4.22
59 4.86 4.78 4.49 59 4.49 4.45 4.28
60 4.98 4.88 4.56 60 4.59 4.54 4.35
61 5.10 4.99 4.62 61 4.69 4.63 4.42
62 5.23 5.10 4.69 62 4.80 4.73 4.49
63 5.37 5.23 4.75 63 4.92 4.84 4.57
64 5.52 5.35 4.82 64 5.04 4.95 4.64
65 5.69 5.48 4.88 65 5.18 5.07 4.71
66 5.86 5.62 4.94 66 5.32 5.20 4.78
67 6.04 5.77 5.00 67 5.47 5.33 4.85
68 6.24 5.92 5.06 68 5.64 5.47 4.92
69 6.45 6.07 5.11 69 5.82 5.62 4.99
70 6.67 6.23 5.16 70 6.01 5.78 5.05
71 6.90 6.39 5.21 71 6.21 5.94 5.11
72 7.16 6.56 5.25 72 6.44 6.11 5.17
73 7.43 6.73 5.29 73 6.68 6.29 5.22
74 7.71 6.90 5.33 74 6.94 6.48 5.27
75 8.02 7.08 5.36 75 7.22 6.67 5.31
76 8.35 7.25 5.39 76 7.52 6.86 5.35
77 8.70 7.43 5.41 77 7.85 7.06 5.38
78 9.08 7.61 5.43 78 8.21 7.26 5.40
79 9.48 7.78 5.45 79 8.60 7.46 5.43
80 9.91 7.95 5.46 80 9.02 7.66 5.45
81 10.37 8.11 5.47 81 9.47 7.86 5.46
82 10.86 8.27 5.48 82 9.96 8.05 5.48
83 11.38 8.42 5.49 83 10.50 8.23 5.49
84 11.94 8.56 5.50 84 11.07 8.40 5.49
85 12.54 8.69 5.50 85 11.69 8.55 5.50
86 13.17 8.81 5.51 86 12.36 8.70 5.50
87 13.85 8.92 5.51 87 13.08 8.83 5.51
88 14.56 9.02 5.51 88 13.84 8.95 5.51
89 15.32 9.12 5.51 89 14.65 9.05 5.51
90 16.12 9.20 5.51 90 15.50 9.15 5.51
</TABLE>
<PAGE>

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

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

WITHDRAWAL LIMITS - A withdrawal may not be less than $250.

The remaining Policy Value must not be less than $2,000 after a withdrawal. If
the remaining Policy Value would be less than this $2,000, we will treat the
request for withdrawal as a request for surrender of the Policy for the full
Surrender Value.

FREE WITHDRAWALS - Each Policy Year you may withdraw the Free Withdrawal Amount
without a withdrawal charge. The Free Withdrawal Amount is equal to the greatest
of:

1. 12% of the cumulative Purchase Payments; or

2. 12% of the Policy Value; or

3. 100% of Earnings. Earnings are the amount by which Policy Value exceeds the
sum of the Purchase Payments you have made.

You may request up to 12 withdrawals per Policy Year without a transaction
charge. Any automatic partial withdrawals will not be charged a transaction
charge.

CHARGES IF YOU EXCEED FREE WITHDRAWAL LIMITS -

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

2. After the Free Withdrawal Amount has been withdrawn in a Policy Year,
withdrawal charges may apply to additional withdrawals. The withdrawal charge
is determined by multiplying each Purchase Payment included in the withdrawal
by the withdrawal charge rate for the number of full years elapsed since the
date of receipt of each Purchase Payment. The withdrawal charge rates are as
shown in the Policy Data.

For purposes of calculating the withdrawal charge:

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

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

3. if the Surrender Value is withdrawn, the withdrawal charge will apply to all
Purchase Payments not previously assessed with a withdrawal charge.

Maximum Amount of Withdrawal Charges - After the sum of all withdrawal amounts
on which you have paid withdrawal charges equals the cumulative Purchase
Payments, further withdrawals will not be subject to withdrawal charges, unless
subsequent Purchase Payments are made.

10. TERMINATION OF POLICY
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The Policy will terminate if:

1. the Surrender Value is withdrawn prior to the Annuity Benefit Date; or

2. the total benefits of this Policy have been paid and there is no remaining
Surrender Value.

If you make no Purchase Payments during a 24 month period and your previous
Purchase Payments total less than $2,000, then we have the right to pay you the
total Policy Value in a lump sum. We will, however, give you 30 days notice
before exercising this right. If the total Policy Value is paid out under this
provision, the Policy will terminate.

11. FIXED ACCOUNT
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You may choose to allocate all or a portion of your Purchase Payments to the
Fixed Account.

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

FIXED ACCOUNT VALUE - At the end of any Valuation Period, the Fixed Account
Value is equal to:

a. The Fixed Account Value - at the end of the previous Valuation Period; plus

b. the sum of all Net Purchase Payments allocated to the Fixed Account during
the current Valuation Period; plus

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

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

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

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

g. the portion of any Annual Contract Maintenance Charge and premium taxes
allocated to the Fixed Account during the current Valuation Period.

The Annual Contract Maintenance Charge will only be deducted from the Fixed
Account Value to the extent interest has been credited to the Fixed Account in
excess of the Guaranteed Interest Rate during the preceding Policy Year.

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12. VARIABLE ACCOUNT
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VARIABLE ACCOUNT VALUE - The Variable Account Value is the sum of the values of
the Investment Divisions under this Policy. Those available as of the Policy
Date are shown under Policy Data.

On the Policy Date, the value of the Investment Divisions is equal to the
initial Net Purchase Payment allocated to the Investment Divisions of the
Variable Account.

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

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

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

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

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

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

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

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

13. INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------

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

ALLOCATIONS TO, AND INVESTMENTS OF THE INVESTMENT DIVISIONS - Purchase payments,
transfers, and withdrawals will be allocated as you specify. All other additions
to or deductions from the Investment Divisions will be allocated as described in
the Policy Data and in the Charges and Deductions Provision. Each Investment
Division will buy or sell 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 Variable Account Value will change due to
the investment results of the Investment Divisions. We use an index to measure
these changes in investment results. The index is called a unit value. Each
Investment Division has its own Accumulation Unit Value and Annuity Unit Value.

ACCUMULATION UNIT VALUE - For each Investment Division the Accumulation Unit
Values were initially set at $10.00. Thereafter, the unit value for a given
Valuation Period is equal to the unit value for the prior Valuation Period
multiplied by the Net Investment Factor for the given Valuation Period.

PAGE 13
<PAGE>

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. Any time there is an
addition to or deduction from an Investment Division, units are purchased or
sold. The number of units so purchased or sold is equal to the dollar amount of
the transaction divided by the unit value for the transaction date.

ANNUITY UNIT VALUE - For each Investment Division the Annuity Unit Values were
initially set at $10.00. Thereafter, the unit value for a given Valuation Period
is equal to the unit value for the prior Valuation Period multiplied by (1)
times (2) where: (1) is the Net Investment Factor for the given Valuation
Period; and (2) is an interest factor which neutralizes the assumed investment
rate of 4.0% per year, which is built into the initial payment calculation. The
daily factor is .99989255.

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 Portfolio share 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 Portfolio share held in the Investment Division,
determined at the end of the last prior Valuation Period; plus or minus

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

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

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

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

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

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

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

PAGE 14
<PAGE>

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

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

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

ANNUAL CONTRACT MAINTENANCE CHARGE - The Annual Contract Maintenance Charge is
shown in the Policy Data. This charge partially compensates us for expenses
incurred in administering the Policy. This charge will be deducted from the
Investment Divisions of the Variable Account and from the Fixed Account in the
same proportion that their values bear to the total Policy Value. The Annual
Contract Maintenance Charge will only be deducted from the Fixed Account Value
to the extent interest has been credited to the Fixed Account in excess of the
Guaranteed Interest Rate during the preceding Policy Year. We will deduct this
charge annually on each Policy Anniversary. This charge will also be deducted if
the Policy is surrendered. We will waive this charge on any Policy Anniversary
on which the Policy Value equals or exceeds $25,000. This charge will not be
deducted from any Annuity Payments after the Annuity Benefit Date.

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

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

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

15. TRANSFERS
- --------------------------------------------------------------------------------

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

You may transfer all or a part of the values held in the Fixed Account to one or
more of the Investment Divisions of the Variable Account once per Policy Year.
This restriction will not apply to automatic transfers of a preselected dollar
amount from the Fixed Account to a variable Investment Division. However, if a
transfer is made from the Fixed Account to a variable Investment Division, we
reserve the right to prohibit transfers from the variable Investment Division to
the Fixed Account for six months from the transfer date.

We reserve the right to limit the amount transferred from the Fixed Account to a
variable Investment Division to the greater of: (a) 25% of the prior Policy
Anniversary's Fixed Account Value; or (b) the amount of the prior Policy Year's
transfer.

PAGE 15
<PAGE>

The value remaining in the variable Investment Division or the Fixed Account
after a transfer must not be less than $250. If the value remaining would be
less than $250, we will treat the transfer request as a request for a transfer
of the total value.

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

TRANSFERS OF ANNUITY UNITS - During the Annuity Payment period, the Annuitant
may transfer Annuity Units among the variable Investment Divisions and the Fixed
Account by written request to us, subject to the following limitations:

1. Transfers will be made as of the next Annuity Payment date.

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

3. Transfers of Annuity Units among the variable Investment Divisions, or from
the variable Investment Divisions to the Fixed Account, are allowed once per
Policy Year.

4. Transfers of Annuity Units from the Fixed Account to the variable Investment
Divisions are not allowed.

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

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

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

1. When the New York Stock Exchange is closed.

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

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

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

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

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

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

PAGE 16
<PAGE>

PAGE 17
<PAGE>

WAIVER OF WITHDRAWAL CHARGES RIDER
- --------------------------------------------------------------------------------

This Rider is made a part of the Policy to which it is attached. This Benefit is
available for both withdrawals and full Policy surrenders and is subject to all
the provisions of this Rider and this Policy.

BENEFIT - We agree to waive the withdrawal charges described in the Policy in
the event that an Owner (or the Annuitant if the Owner is not a natural person):

1. is confined to a Nursing Home or Hospital, or enrolled in a Hospice Care
Program, subject to the conditions in the Confinement Provision below;

2. is diagnosed by a Physician as having a Terminal Illness, subject to the
conditions in the Terminal Illness Provision below; or

3. is diagnosed with a Total Disability, subject to the conditions in the Total
Disability Provision below.

We will waive only the withdrawal charges which are applicable to Purchase
Payments received prior to the date the first Confinement or Total Disability
began, or the date of diagnosis of Terminal Illness.

DEFINITIONS -

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

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

Hospital means a facility which:

1. is licensed and operates pursuant to law;

2. operates primarily for the care and treatment of sick or injured persons as
inpatients for a charge;

3. provides 24 hour nursing service under the supervision of a Registered Nurse;

4. is supervised by a staff of licensed Physicians; and

5. has medical, diagnostic and major surgical facilities or has access to such
facility.

Nursing Home means a duly licensed facility providing skilled nursing care under
the supervision of a duly licensed 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 Annuitant;
(b) the Owner; (c) any person who lives with the Annuitant or the Owner; or (d)
a member of the Annuitant's or Owner's immediate family.
<PAGE>

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

1. on or after the Policy Date and while this Policy and Rider are in force; and

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

Total Disability means that the Owner, as a result of bodily injury or disease,
is unable to work at any occupation for which the Owner is qualified by
education, training or experience, with due regard to the Owner's 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.

CONFINEMENT PROVISION - We agree to waive the withdrawal charges described in
the Policy in the event the Owner is confined to a Nursing Home or Hospital, or
enrolled in a Hospice Care Program, provided that:

1. this Policy was in force at least one year at the time the Confinement began;

2. the Owner was Age 75 or younger on the Policy Date;

3. the Owner has been continuously confined for at least 60 days;

4. we receive written notice and satisfactory Proof of Confinement, as described
below;

5. the Hospital or Nursing Home in which the Owner is confined is as described
in Definitions above; and

6. such Confinement was recommended by a Physician due to an injury, sickness,
or disease.

Confinements Not Covered - This Rider does not cover the following Confinements:

1. Confinement in a community living center or a place that primarily provides
domiciliary, residency, or retirement care;

2. Confinement in a facility primarily used for the treatment of mental disease
or disorders, drug addiction, or alcoholism; or

3. Confinement due to intentionally self-inflicted injuries.

Proof of Confinement - Written notice and satisfactory Proof of the Owner's
Confinement in a Hospital or Nursing Home or enrollment in a Hospice Care
Program means a bill or statement from the facility or program showing the dates
of Confinement. This notice must be received by us within 90 days after
Confinement ends.

TERMINAL ILLNESS PROVISION - We agree to waive the withdrawal charges described
in the Policy in the event the Owner is diagnosed with a Terminal Illness,
provided that we receive due Proof of Terminal Illness as described below.

Proof of Terminal Illness - Written proof of the Owner'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.

TOTAL DISABILITY PROVISION - We agree to waive the withdrawal charges described
in the Policy while the Owner is Totally Disabled provided that:
<PAGE>

1. we receive due Proof of Total Disability of the Owner, as described below;

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

3. this Rider and the Policy are in force at the time Total Disability begins;
and

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

Proof of Total Disability - Before any withdrawal, we must receive written Proof
of Total Disability at our Home Office. This Proof must include 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.

Total Disability Risks Not Covered - No withdrawal charge will be waived if
Total Disability results from an intentionally self-inflicted injury.

TERMINATION - This Rider will terminate on the earlier of the date the Policy is
surrendered, terminated, or exchanged, when all Policy Value has been withdrawn
or applied to make Annuity Payments.

UNITED INVESTORS LIFE INSURANCE COMPANY

President

<PAGE>

UNITED INVESTORS LIFE
Home Office
2001 Third Avenue South
P.O. Box 10287 Birmingham, AL 35202-0287
800-340-3787

DEFERRED VARIABLE ANNUITY POLICY

Annuity payments begin on the Annuity Benefit Date.
Death Benefit payable prior to the Annuity Benefit Date.
Purchase Payments are flexible, subject to the limits described herein.
This Policy is nonparticipating. Dividends are not payable.

<PAGE>

<TABLE>
<S> <C>
APPLICATION FOR VARIABLE ANNUITY POLICY United Investors Life Ins, Co.
(Please Print or Type) P.O. Box 10287
Birmingham, AL 35202-0287
1. POLICY _________________________________________ ___________________________________________
OWNER: Name/Name of Trust (Last) (First) (Middle) Social Security No. or Taxpayer ID
(Maximum
Issue Age:90) ____________________________________ ________________________
DOB or Date of Trust (Mo./Day/Yr.) Age (Last Birthday) Sex: ( )M ( )F

_________________________________________________ ____________________________________
Mailing Address City State Zip (Area Code) Telephone Number

2. JOINT _________________________________________ ___________________________________________
OWNER: Name (Last) (First) (Middle) Social Security No. or Taxpayer ID
(If Any/Max.
Issue Age: 90) ____________________________________ _____________________
DOB (Mo./Day/Yr.) Age (Last Birthday) Sex: ( )M ( )F

_________________________________________________ ____________________________________
Mailing Address City State Zip (Area Code) Telephone Number

_____________________________________________
Relationship to Owner

3. ANNUITANT: _____________________________________________ ___________________________________________
(Maximum Name (Last) (First) (Middle) Social Security No. or Taxpayer ID
Issue Age: 90)
____________________________________ ____________________ Sex: ( )M ( )F
DOB (Mo./Day/Yr.) Age (Last Birthday)

_________________________________________________ ____________________________________
Mailing Address City State Zip (Area Code) Telephone Number

4. BENEFICIARY:

Primary: ________________________________________________ __________________________________________
Name/Name of Trust (Last) (First) (Middle) Social Security No. or Taxpayer ID

_________________________________________ ______________________________________________
DOB or Date of Trust (Mo./Day/Yr.) Relationship to Owner

Contingent: ________________________________________________ __________________________________________
Name/Name of Trust (Last) (First) (Middle) Social Security No. or Taxpayer ID

_________________________________________ ______________________________________________
DOB or Date of Trust (Mo./Day/Yr.) Relationship to Owner

5. TYPE OF PLAN:
( ) Non-Qualified:
( ) Initial Purchase Payment: $_____________ (Min. $2,000 or $100 Mo. Bank Draft)
( ) Monthly Bank Draft Purchase Payments: $_____________ (Min. $100 Mo./Complete Form U-412-1)
( ) Qualified: (Check appropriate box below)
Tax Year for which Contribution is Being Made_______________
( ) IRA ( ) IRA Rollover ( ) IRA Transfer ( ) TSA ( ) TSA Transfer
( ) Simplified Employee Pension (Where UIL does not act as custodian.) ( ) Other: __________________
( ) Initial Purchase Payment: $_____________ (Minimum $1,200 or $100 Mo. Bank Draft or Group Billing)
( ) Monthly Bank Draft Purchase Payments: $_____________ (Min. $100 Mo./Complete Form U-412-1)
( ) Monthly Group Billing Purchase Payments: $_____________ (Min. $100 Mo./Complete Form U-423)
6. Amount Paid with Application: $_______________________
7. Annuity Benefit Date: ________________________________ Age_____________
(The first of the month after the Annuitant's Age 90 will be used unless otherwise indicated here.)
8. Form of Annuity Payments: _____________________________________________
(Life Annuity with 120 monthly payments guaranteed unless otherwise indicated here.)
9. Replacement:
a. Is policy applied for intended to replace or change existing insurance or annuities in force? ( ) Yes ( ) No
(If "Yes", give name of company(s) and policy number(s) below and enclose any required replacement form:
Policy Number(s) Company(s)
---------------- ----------
______________________ ___________________________________________
______________________ ___________________________________________
b. Is this a 1035 exchange? ( ) Yes ( )No (If "Yes", attach Form U-622
Form U- . Ed.
</TABLE>

<PAGE>

10. Purchase Payment Allocation: (whole percentages only)
Asset Strategy _______% Income _______%
Balanced _______% International _______%
Bond _______% Limited-Term Bond _______%
Fixed Account _______% Money Market _______%
Growth _______% Small Cap _______%
High Income _______% Science & Technology _______%
Total 100%

11. Telephone Transfer Authorization: ( )Yes ( )No (If "Yes", Owner must
initial agreement below.)
I agree to hold United Investors Life harmless from all claims when action
is taken pursuant to a telephone transfer request based on the Owner's name
and Policy number. ______________(Owner's Initials)

12. Dollar Cost Averaging ( )Yes ( )No Automatic transfer each month of a pre-
selected dollar amount.
Total dollar amount to be transferred: $_________
($100 Minimum)

Select Frequency of transfer: ( )Monthly ( )Quarterly ( )Semi-Annual
( )Annual
Enter day of the month transfers are to be made: ____(1st-28th). If the day
selected does not fall on a Valuation Date, transfers will be made on the
next following Valuation Date. Transfers will be made at the unit values
determined on the date of each transfer. If you elect this option and also
participate in Automatic Asset Rebalancing, you must select different
---------
accounts for Dollar Cost Averaging transfers.

Enter the accounts from and to which transfers are to be made and the
dollar amount ($25 minimum) to be transferred:

FROM: To:
$ ____________ Asset Strategy $ ____________ Asset Strategy
$ ____________ Balanced $ ____________ Balanced
$ ____________ Bond $ ____________ Bond
$ ____________ Growth $ ____________ Growth
$ ____________ High Income $ ____________ High Income
$ ____________ Income $ ____________ Income
$ ____________ International $ ____________ International
$ ____________ Limited-Term Bond $ ____________ Limited-Term Bond
$ ____________ Small Cap $ ____________ Small Cap
$ ____________ Science & Technology $ ____________ Science & Technology
$ ____________ Fixed Account $ ____________ Fixed Account

13. Automatic Asset Rebalancing ( )Yes ( )No Automatic rebalancing of the
accounts in your Policy according to your current purchase payment allocation
instructions.

Select Rebalancing Frequency: ( )Monthly ( )Quarterly ( )Semi-Annual ( )Annual
Select Day of Rebalancing: _______________(1/st/ - 28/th/)

14. Earnings Sweep ( )Yes ( )No Automatic transfer of earnings

Form U- ,Ed.
<PAGE>

15. Suitability: Owner's Initials
Is the premium shown less than 20% of your net worth? () Yes ()No _______
(If "Yes," attach a Suitability Statement signed by Agent.)
I have received a current prospectus for the variable annuity
and any funds selected. () Yes () No ______

To the best of my knowledge and belief, my answers to the questions on this
Application are correct and true. I agree that this Application shall be a part
of any annuity contract issued to me. I also understand that the Company
reserves the right to reject any Application or Purchase Payment. If this
Application is declined, there shall be no liability on the part of the Company
and any Purchase Payments submitted shall be returned.

I UNDERSTAND THAT THE ANNUITY PAYMENTS AND POLICY VALUE WILL INCREASE OR
DECREASE DEPENDING ON THE INVESTMENT PERFORMANCE OF THE INVESTMENT DIVISIONS
SELECTED.

Signed At_______________________________ Date_______________________________
City State (Mo./Day/Year)

______________________________ _____________________________________________
Signature of Owner Signature of Proposed Annuitant (If Other
than Owner)

______________________________
Signature of Joint Owner

() Check Here to Receive a Statement of Additional Information

Confidential Owner's Information:
1. Age: _________________
2. Occupation: _______________________________________________________
3. Name of Employer: _________________________________________________
4. Employer's Address: _______________________________________________
5. Gross Family Income: $___________________
6. Taxable Income: $_____________________
7. Savings/Liquid Assets: $___________________________________________
8. Other Assets (excluding home furnishings, car): $__________________
9. Net Worth (Assets minus Liabilities): $____________________________
10. Number of Dependents: ________________
11. Are you associated with any member of the National Association of Securities
Dealers (NASD)? () Yes () No
12. Investment Objectives (Mark all that apply): () Retirement Savings
() Reserves () Children's College () Income () Other Needs/Goals
(Specify in Special Remarks)
13. Special Remarks/Consideration: _____________________________________________
____________________________________________________________________________

Agent's Report
Is the proposed Owner/Annuitant a member of your immediate family? ()Yes () No
Do you know or have reason to believe that replacement of any existing insurance
or annuities is/may be involved? () Yes ()No

_____________________________ __________ ____________ __________ __________
Signature of Agent Agent No. Reg/Div No. Date Phone No.

_____________________________
Signature of Division Manager

Form U- , Ed.
</TABLE>

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

_______________ $________________________ ________________________________
Date Amount Paid Agent's Signature