UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
N-4/A, 2000-01-26
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<PAGE>

                                               File Nos. 333-89797 and 811-09655

    As filed with the Securities and Exchange Commission on January 26, 2000

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

                                    FORM N-4

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    [_]
                        Pre-Effective Amendment No. 1                 [x]
                       Post-Effective Amendment No. __                [_]

                                     and/or

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940[_]
                               Amendment No. 1                        [x]
                      ___________________________________

                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
                               February 15, 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 February 15, 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........................................................................  iii

Summary.........................................................................    1
       The Policy...............................................................    1
       Annuity Payments.........................................................    1
       Purchasing the Policy....................................................    2
       Funding Choices..........................................................    2
       Charges and Deductions...................................................    2
       Taxes....................................................................    5
       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........................................................   12
               Restrictions Under the Texas ORP and Section 403(b) Plan.........   12
               Restrictions Under Other Qualified Policies......................   12
       Transfers................................................................   13
       Dollar Cost Averaging....................................................   13
       Automatic Asset Rebalancing..............................................   14
       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.......................................   18
       Annual Contract Maintenance Charge.......................................   18
       Administration Fee.......................................................   19
       Transaction Charge.......................................................   19
       Premium Taxes............................................................   19
       Federal Taxes............................................................   19
       Fund Expenses............................................................   20
       Reduction in Charges for Certain Groups..................................   20
</TABLE>

                                       i
<PAGE>

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

Distribution of the Policies.............................................   22

Federal Tax Matters......................................................   22

Historical Performance Data..............................................   26

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

United Investors Life Insurance Company..................................   26
         Published Ratings...............................................   27

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

Statement of Additional Information......................................   27
</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.

                                      ii
<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         Each day that the New York Stock Exchange and our
                     administrative 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 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.

                                      iii
<PAGE>

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.

     This policy is designed for people seeking long-term tax-deferred
accumulation of assets, generally for retirement or other long-term purposes;
and for persons who have maximized their use of other retirement savings
methods, such as 401(k) plans. The tax-deferred feature is most attractive to
people in high federal and state tax brackets. You should not buy this policy if
you are looking for a short-term investment or if you cannot take the risk of
losing money that you put in.

     There are various additional fees and charges associated with variable
annuities.  You should consider whether the features and benefits unique to
variable annuities, such as the opportunity for lifetime income payments, a
guaranteed death benefit and the guaranteed level of certain charges are
appropriate for your needs.  Variable annuities provide tax-deferral when
purchased outside of qualified plans.  However, the tax deferral features of
variable annuities are unnecessary when purchased to fund a qualified plan,
since the plan would already provide tax deferral in most cases.

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.

                                       1
<PAGE>

     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).

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.:

     .    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

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

                                       2
<PAGE>

     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.

     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:
- ---------------------------------

<TABLE>
<S>                                                                        <C>
Maximum Transaction Charge (for each withdrawal
   in excess of 12 per policy year)......................................  $20.00
</TABLE>


Withdrawal Charge (% of purchase payment being withdrawn):
- ---------------------------------------------------------

<TABLE>
<CAPTION>
  Years Since Purchase
        Payment              Less than 1     1           2           3           4           5           6          7+
- --------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>         <C>         <C>         <C>         <C>         <C>         <C>
Charge
                             7%              6%          5%          4%          3%          2%          1%          0
</TABLE>

<TABLE>
<S>                                                                                            <C>
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%
</TABLE>

                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 Investment Management Company, 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.

                                       3
<PAGE>

/(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.

/(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:

<TABLE>
<CAPTION>
Investment Division                           1 year             3 years
- -------------------                           ------             -------
<S>                                           <C>               <C>
  Asset Strategy..........................      $86                $123
  Balanced................................      $83                $113
  Bond....................................      $82                $111
  Growth..................................      $84                $115
  High Income.............................      $83                $114
  Income..................................      $84                $115
  International...........................      $86                $122
  Limited-Term Bond.......................      $84                $115
  Money Market............................      $82                $111
  Science and Technology..................      $85                $118
  Small Cap...............................      $85                $120
</TABLE>

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

<TABLE>
<CAPTION>
  Investment Division                         1 year             3 years
  -------------------                         ------             -------
  <S>                                         <C>               <C>
  Asset Strategy..........................      $26                $83
  Balanced................................      $23                $73
  Bond....................................      $22                $71
  Growth..................................      $24                $75
  High Income.............................      $23                $74
  Income..................................      $24                $75
  International...........................      $26                $82
  Limited-Term Bond.......................      $24                $75
  Money Market............................      $22                $71
  Science and Technology..................      $25                $78
  Small Cap...............................      $25                $80
</TABLE>

     The purpose of these tables is to assist you in understanding the various
costs and expenses that you will bear, directly and indirectly. These tables
reflect the expenses of the variable account and the underlying mutual fund
portfolios. These examples reflect the $25 annual contract maintenance charge as
a deduction of $1.25 annually, based on an anticipated average initial purchase
payment of $20,000. 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%.

                                       4
<PAGE>

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.

     You are generally required to pay taxes on all amounts withdrawn from a
qualified policy because in most cases 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 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.

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,

                                       5
<PAGE>

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 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 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 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,

                                       6
<PAGE>

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.

     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.

                                       7
<PAGE>

Portfolio            Investment Objective and Certain Policies

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 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

                                       8
<PAGE>

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.")

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

                                       9
<PAGE>

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 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

     (c)  the amount of any transfers into the investment division since the
          previous business day; minus

     (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

     (c)  total interest credited; less


                                       10
<PAGE>

     (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

     (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

                                       11
<PAGE>

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 annuity
contract issued under the ORP except upon:

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

       (b)  retirement; or

       (c)  death.

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

     Similar restrictions apply to variable annuity contracts used as funding
vehicles for 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;

       (c)  separation from service;

       (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 amounts from the fixed account or
the money

                                       12
<PAGE>

market variable investment division to another 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.

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. 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 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

The dollar-cost averaging program permits you to systematically transfer an
amount from the fixed account or the money market variable investment division
to any of the other variable investment divisions on a periodic basis prior to
the annuity benefit date.  The amount transferred may be (1) a specified dollar
amount from each account, (2) a percentage of the value in each account, or (3)
an amount determined from a beginning date to an ending date you select, by
reducing the value in each account to zero over the specified period.  Dollar
cost averaging may occur on the same day of the month either monthly, quarterly,
semi-annually or annually. (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 of a specified dollar 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 variable investment division
selected.

The dollar cost averaging method of investment is designed to reduce the risk of
making purchases only when the price of units is high, but you should carefully
consider your financial ability to continue the program over a long enough
period of time to purchase units when their value is low as well as when it is
high.  Dollar cost averaging does not assure a profit or protect against a loss.

You may elect to participate in the dollar cost averaging program at any time by
sending a written request to our home office.  Once elected, dollar cost
averaging remains in effect from the date we receive your request until the
value of the fixed account or money market variable investment division you are
transferring from is depleted, or

                                       13
<PAGE>

until you cancel your participation in the program by written request or by
telephone. There is no additional charge for dollar cost averaging. A transfer
under this program is not counted as a transfer for purposes of the 12- transfer
per year limit specified in "Transfers" above. We reserve the right to modify or
discontinue offering the dollar cost averaging program at any time and for any
reason.

Automatic Asset Rebalancing

Before the annuity benefit date, this option allows you to set up transfers to
occur at selected intervals that will reallocate your policy value according to
your current premium allocation percentages.  After the transfers, the ratio of
the value in each investment option to the value for all the investment options
included in automatic rebalancing will equal the percentages chosen by you for
each investment option.  You may change your allocation percentages for
automatic rebalancing at any time.  Automatic rebalancing may occur on the same
day of the month, either quarterly, semi-annually or annually. If you select the
fixed account or the money market investment division in the dollar cost
averaging program, you may not include that option in your automatic asset
rebalancing program.

Automatic asset rebalancing provides you with a method for maintaining a
consistent approach to investing your policy value over time, and simplifies
asset allocation among those investments that you and your advisor have
determined represent the appropriate mix at any particular time.  You should
consider, however, that transfers will be made from investments which have
outperformed other investment options since the last reallocation of your policy
value to less successful investment options.  Automatic rebalancing does not
assure a higher or lower investment return over short or long term horizons.

You may elect to participate in the automatic rebalancing program at any time by
sending a written request to our home office.  Once elected, automatic
rebalancing remains in effect from the date we receive your request until you
cancel your participation in the program by written request or by telephone.
There is no additional charge for automatic rebalancing.  A transfer under this
program is not counted as a transfer for purposes of the 12-transfer per year
limit discussed above.  We reserve the right to modify or discontinue offering
automatic rebalancing at any time and for any reason.

Interest Sweep

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

You may elect to participate in the interest sweep program at any time by
sending a written request to our home office.  Once elected, interest sweep
remains in effect from the date we receive your request until you cancel your
participation in the program by written request or by telephone.  There is no
additional charge for interest sweep.  A transfer under this program is not
counted as a transfer for purposes of the 12-transfer limit discussed in
"Transfers" above, nor is it included in determining the limitation on amounts
transferred from the fixed account.

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

                                       14
<PAGE>

          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.) For non-qualified policies, 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 years after the date of death. If the
beneficiary chooses to receive any of these proceeds as an annuity,
distributions 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.

                                       15
<PAGE>

     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

          (c)  elects to receive the proceeds as annuity payments, as described
               above.

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.

     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.

                                       16
<PAGE>

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>
<CAPTION>
  Number of Full Years
  Since receipt of Purchase            0          1          2          3          4          5          6          7+
  Payment:
- -------------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  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) or (b) below, less any free withdrawals already made during that
policy year, where:

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

       (b)  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:

       (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

                                       17
<PAGE>

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

       (c)  there is reasonable medical certainty that the death of the owner
            from a non-correctable medical 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;

       (c)  the policy and rider are in force at the time total disability
            began; and;

       (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.

                                       18
<PAGE>

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.

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.")

                                       19
<PAGE>

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;

       (c)  individuals or groups when sales of the policy result in savings of
            sales or administrative expenses; or

       (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.

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

                                       20
<PAGE>

                              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
Guaranteed                    periods 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

       (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.

                                       21
<PAGE>

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 of 7.75% of each payment will be paid to Waddell & Reed,
Inc. in connection with with sales of the policies.  In addition, a percentage
of variable account values (currently 0.25% annually) will be paid to Waddell &
Reed, Inc.  Commissions to agents and other broker-dealers may be paid by
Waddell & Reed, Inc. as varying percentages of purchase payments received and
percentages of policy values.

     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 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.

                                       22
<PAGE>

     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.

     .    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

     (c)  received in substantially equal periodic payments as a life annuity.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. Also,
additional exceptions apply to distributions from a qualified policy. You should
consult a tax adviser with regard to exceptions from the penalty tax.

     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

                                       23
<PAGE>

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.

     Withholding. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions. "Eligible rollover
distributions" from Section 401(a), 403(a) or 403(b) plans are subject to a
mandatory federal income tax withholding of 20%. An eligible rollover
distribution is the taxable portion of any distribution to an employee from such
a plan, except certain distributions such as distributions required by the Code
or distributions in a specified annuity form. The 20% withholding does not
apply, however, if the employee chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.

     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);

     (c)  distributions that do not conform to specified commencement and
          minimum distribution rules; and

     (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 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

                                       24
<PAGE>

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

     (c)  earnings in such years on amounts held as of the last year beginning
          before January 1, 1989.

     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 the
amount of compensation includible in the policy owner's gross income for the
year. 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 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

                                       25
<PAGE>

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,
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

                                       26
<PAGE>

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. The obligations under the policy are our obligations.

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.

     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:

                                       27
<PAGE>

                      Statement of Additional Information
                               Table of Contents

<TABLE>
<S>                                                                          <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 Owner or Beneficiary.........................................    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.................................................   13
   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......................................................   16
</TABLE>

                                       28
<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 February 15, 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: February 15, 2000
<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                    Corresponding Page
                                                                          Page        in Prospectus
                                                                          ----        -------------
<S>                                                                       <C>       <C>
THE POLICY............................................................      1            9
   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           25
   Money Market Investment Division Yield Calculation.................      7
   Average Annual Total Return Calculations...........................      7

FEDERAL TAX MATTERS...................................................     11           22
   Taxation of United Investors.......................................     11
   Tax Status of the Policies.........................................     12
   Required Distributions.............................................     13
   Withholding........................................................     13

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

DISTRIBUTION OF THE POLICY............................................     14           22

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

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

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

LEGAL MATTERS.........................................................     15           27

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

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

FINANCIAL STATEMENTS..................................................     16           27
</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

     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:

                               P(1 + T) n = ERV

Where

                                      -7-
<PAGE>

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

                                      -8-
<PAGE>

     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>

               Adjusted (Hypothetical) Historic Performance Data
    (for Periods before the Variable Account Investment Divisions commenced
                                  operations)

                     STANDARD 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       15.10%        N/A          N/A          9.40%   5/01/95
Balanced              2.44%      12.42%         N/A         10.62%   5/03/94
Bond                 -9.13%       5.58%        5.56%         5.91%   7/13/87
Growth               26.06%      24.21%       17.47%        16.56%   7/13/87
High Income          -3.57%       7.88%        8.32%         7.11%   7/13/87
Income                4.72%      19.96%         N/A         15.46%   7/16/91
International        57.05%      24.09%         N/A         20.84%   5/03/94
Limited-Term Bond    -5.83%       4.65%         N/A          3.96%   5/03/94
Science &
Technology          164.67%        N/A          N/A         72.06%   4/04/97
Small Cap            43.90%      24.03%         N/A         24.87%   5/03/94

                                      -10-
<PAGE>

               Adjusted (Hypothetical) Historic Performance Data
    (for Periods before the Variable Account Investment Divisions commenced
                                  operations)

                   NON-STANDARD AVERAGE ANNUAL TOTAL RETURN
               (Assumes no surrender, and no Withdrawal Charge)

<TABLE>
<CAPTION>
                                                                            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
- -------------------     --------       ---------     -------      --------    -------
<S>                    <C>           <C>         <C>          <C>           <C>
Asset Strategy            21.10%            N/A          N/A         9.86%   05/01/95
Balanced                   8.44%         12.67%          N/A        10.84%   05/03/94
Bond                      -3.13%          5.90%        5.56%         5.91%   07/13/87
Growth                    32.06%         24.37%       17.47%        16.56%   07/13/87
High Income                2.43%          8.17%        8.32%         7.11%   07/13/87
Income                    10.72%         20.16%          N/A        15.46%   07/16/91
International             63.05%         24.26%          N/A        20.98%   05/03/94
Limited-Term Bond          0.17%          4.98%          N/A         4.25%   05/03/94
Science and Technology   170.67%            N/A          N/A        72.77%   04/04/97
Small Cap                 49.90%         24.20%          N/A        25.00%   05/03/94
</TABLE>

     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

                                      -11-
<PAGE>

Account are reinvested and taken into account in determining the Policy Value.
As a result, such investment income and realized net capital gains are
automatically retained as part of the reserves under the Policy. Under existing
Federal income tax law, United Investors believes that Variable Account
investment income and realized net capital gains should not be taxed to the
extent that such income and gains are retained as part of the reserves under the
Policy.

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

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

     In certain circumstances, owners of variable annuity contracts may be
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.

                                      -12-
<PAGE>

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.

     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, section 403(a)
annuities, 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.

                                      -13-
<PAGE>

     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.

     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 may be 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

                                      -14-
<PAGE>

Missouri Department of Insurance or other authorities examine the liabilities
and reserves of United Investors and the Variable Account, and a full
examination of United Investors' operations is conducted periodically by the
National Association of Insurance Commissioners.

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

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

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

                                 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 KPMG LLP (formerly KPMG Peat Marwick LLP),
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.

                                      -15-
<PAGE>

                             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.

                                      -16-
<PAGE>



Financial Statements
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                         INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheets of United Investors Life
Insurance Company as of December 31, 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. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of United Investors Life
Insurance Company at December 31, 1998 and 1997 and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1998 in conformity with generally accepted accounting
principles.


                                          KPMG PEAT MARWICK LLP

Birmingham, Alabama
January 29, 1999

                                      F-1
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY

                              BALANCE SHEETS
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                             At December 31,
                                                          ---------------------
                                                             1998       1997
                                                          ---------- ----------
<S>                                                       <C>        <C>
                         ASSETS
Investments:
 Fixed maturities-available for sale, at fair value
  (cost: 1998--$612,586; 1997--$612,600)................. $  643,151 $  635,643
 Preferred stock of affiliate (cost: 1998--$188,212:
  1997--$0)..............................................    188,212          0
 Policy Loans............................................     18,009     15,817
 Other long term investments.............................          0     22,488
 Short term investments..................................     12,680     13,423
                                                          ---------- ----------
    Total investments....................................    862,052    687,371
Cash.....................................................     11,426      5,288
Accrued investment income (includes amounts from
 affiliates: 1998--$582; 1997--$473).....................     11,747     11,270
Receivables..............................................      3,113      2,826
Due from affiliate (includes funds withheld on
 reinsurance: 1998--$229,194; 1997--$190,235)............    278,458    225,235
Deferred acquisition cost................................    183,033    176,897
Value of business purchased..............................     30,600     33,754
Goodwill.................................................     29,465      6,771
Property and equipment...................................         96        141
Other assets.............................................      1,786      1,149
Separate account assets..................................  2,425,262  1,876,439
                                                          ---------- ----------
    Total assets......................................... $3,837,038 $3,027,141
                                                          ========== ==========
          LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
 Future policy benefits (includes reserves assumed from
  affiliates: 1998--$241,357; 1997--$210,276)............ $  776,461 $  736,975
 Unearned and advance premiums...........................      2,822      2,975
 Other policy benefits...................................      6,973      8,713
                                                          ---------- ----------
    Total policy liabilities.............................    786,256    748,663
 Accrued income taxes....................................     55,498     58,270
 Other liabilities.......................................      2,174      2,825
 Due to affiliates.......................................      8,268      9,374
 Separate account liabilities............................  2,425,262  1,876,439
                                                          ---------- ----------
    Total liabilities....................................  3,277,458  2,695,571
Shareholders' equity:
 Common stock, par value $6 per share authorized, issued
  and outstanding: 500,000 shares........................      3,000      3,000
 Additional paid in capital..............................    350,388    138,469
 Unrealized investment gains, net of applicable taxes....     15,654     14,700
 Retained earnings.......................................    190,538    175,401
                                                          ---------- ----------
    Total shareholder's equity...........................    559,580    331,570
                                                          ---------- ----------
    Total liabilities and shareholder's equity........... $3,837,038 $3,027,141
                                                          ========== ==========
</TABLE>

                See accompanying Notes to Financial Statements.

                                      F-2
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                    ---------------------------
                                                      1998     1997      1996
                                                    -------- --------  --------
<S>                                                 <C>      <C>       <C>
Revenue:
 Premium income.................................... $ 69,987 $ 68,723  $ 65,114
 Policy charges and fees...........................   45,113   36,582    29,403
 Net investment income (includes amounts from af-
  filiates 1998--$13,082;
  1997--$2,863; 1996--$2,847)......................   61,373   51,514    51,128
 Realized investment gains (losses)................    9,401   (5,365)      925
 Other income from affiliates......................   13,665   11,876         0
                                                    -------- --------  --------
   Total revenue...................................  199,539  163,330   146,570
Benefits and expenses:
 Policy benefits:
  Individual life..................................   63,689   57,954    47,355
  Annuity..........................................   13,633   15,165    15,807
                                                    -------- --------  --------
   Total policy benefits...........................   77,322   73,119    63,162
 Amortization of deferred acquisition costs........   27,874   24,898    19,850
 Commissions and premium taxes (includes amounts to
  affiliates:
  1998--$1,013; 1997--$4,928; 1996--$4,723)........    5,580    6,251     5,248
 Other operating expenses (includes amounts to af-
  filiates: 1998--$3,252;
  1997--$3,217; 1996--$2,181)......................    6,579    5,470     3,966
                                                    -------- --------  --------
   Total benefits and expenses.....................  117,355  109,738    92,226
Net operating income before income taxes...........   82,184   53,592    54,344
Income taxes.......................................   25,567   18,843    19,078
                                                    -------- --------  --------
   Net income...................................... $ 56,617 $ 34,749  $ 35,266
                                                    ======== ========  ========
</TABLE>


                  See accompanying Notes to Financial Statements.

                                       F-3
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                         (Dollar amounts in thousands)

<TABLE>
<S>                                                 <C>      <C>      <C>
<CAPTION>
                                                    Year Ended December 31,
                                                    --------------------------
                                                     1998     1997      1996
                                                    -------  -------  --------
<S>                                                 <C>      <C>      <C>
Net income......................................... $56,617  $34,749  $ 35,266

Other comprehensive income (loss):
 Unrealized investment gains (losses):
  Unrealized investment gains (losses) on
    securities:
   Unrealized holding gains arising during period..   7,021   13,362   (21,413)
   Less: reclassification adjustment for (gains)
     losses
    on securities included in net income ..........      (1)   5,235      (924)
   Less: reclassification adjustment for
     amortization of
    (discount) and premium.........................     502      744       570
                                                    -------  -------  --------
                                                      7,522   19,341   (21,767)
   Unrealized gains (losses) on other investments..  (6,330)   1,798       861

   Unrealized gains (losses) on deferred
     acquisition costs.............................     276   (5,387)    8,857
                                                    -------  -------  --------
   Total unrealized gains (losses) ................   1,468   15,752   (12,049)

   Applicable tax..................................    (514)  (5,512)    4,217
                                                    -------  -------  --------

Other comprehensive income (loss)..................     954   10,240    (7,832)

   Comprehensive income............................ $57,571  $44,989  $ 27,434
                                                    =======  =======  ========
</TABLE>


                See accompanying Notes to Financial Statements.

                                      F-4
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                  Additional Unrealized               Total
                           Common  Paid-in     Gains    Retained  Shareholders'
                           Stock   Capital    (Losses)  Earnings     Equity
                           ------ ---------- ---------- --------  -------------
<S>                        <C>    <C>        <C>        <C>       <C>
Year Ended at December
 31, 1996
Balance at January 1,
 1996....................  $3,000  $137,950   $12,292   $159,886    $313,128
Comprehensive income.....                      (7,832)    35,266      27,434
Dividends................                                (28,500)    (28,500)
                           ------  --------   -------   --------    --------
 Balance at December 31,
  1996...................   3,000   137,950     4,460    166,652     312,062

Year Ended at December
 31, 1997
Comprehensive income.....                      10,240     34,749      44,989
Dividends................                                (26,000)    (26,000)
Exercise of stock op-
 tions...................               519                              519
                           ------  --------   -------   --------    --------
 Balance at December 31,
  1997...................   3,000   138,469    14,700    175,401     331,570

Year Ended at December
 31, 1998
Comprehensive income.....                         954     56,617      57,571
Dividends................                                (33,500)    (33,500)
Impact from reorganiza-
 tion of Waddell & Reed..     --    211,851               (7,980)    203,871
Exercise of stock op-
 tions...................                68                               68
                           ------  --------   -------   --------    --------
 Balance at December 31,
  1998...................  $3,000  $350,388   $15,654   $190,538    $559,580
                           ======  ========   =======   ========    ========
</TABLE>



                See accompanying Notes to Financial Statements.

                                      F-5
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                         (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                Year Ended December 31,
                                               ------------------------------
                                                 1998       1997       1996
                                               --------   --------   --------
<S>                                            <C>        <C>        <C>
Net income.................................... $ 56,617   $ 34,749   $ 35,266
Adjustment to reconcile net income to cash
 provided from operations:
  Increase in future policy benefits..........   13,871     17,878     20,692
  Increase (decrease) in other policy liabili-
   ties.......................................   (1,892)       749      2,154
  Deferral of policy acquisition costs........  (42,857)   (33,485)   (33,744)
  Value of business acquired..................        0    (10,000)         0
  Amortization of deferred acquisition costs..   27,874     24,898     19,850
  Change in accrued income taxes..............    1,079     10,212     (3,033)
  Depreciation................................       39         42         44
  Realized (gains) losses on sale of invest-
   ments and properties.......................   (9,401)     5,365       (925)
  Other accruals and adjustments..............   (3,240)     1,817       (997)
                                               --------   --------   --------
Cash provided from operations.................   42,090     52,225     39,307
                                               --------   --------   --------
Cash used for investment activities:
 Investments sold or matured:
 Fixed maturities available for sale-sold.....   46,039    113,035     15,246
 Fixed maturities available for sale-matured,
  called and repaid...........................   76,583     66,469     44,523
 Other long-term investments..................   25,596      2,199        482
                                               --------   --------   --------
   Total investments sold or matured..........  148,218    181,703    60,251
Acquisition of investments:
 Fixed maturities available for sale.......... (123,111)  (176,905)   (68,214)
 Net increase in policy loans.................   (2,192)    (1,485)    (2,033)
 Other long-term investments..................      (36)    (1,517)    (1,183)
                                               --------   --------   --------
   Total acquisition of investments........... (125,339)  (179,907)   (71,430)
Net (increase) decrease in short-term
 investments..................................      747    (11,589)     2,389
Funds loaned to affiliates....................  (13,026)   (24,080)    (3,500)
Funds repaid from affiliates..................    2,400     24,080      3,500
Funds borrowed from affiliates................   14,800          0          0
Funds repaid to affiliates....................  (14,800)         0          0
Disposition of properties.....................        5          0         34
Additions of properties.......................      (37)       (27)      (117)
                                               --------   --------   --------
Cash provided from (used for) investment
 activities...................................   12,968     (9,820)    (8,873)
                                               --------   --------   --------
Cash used for financing activities:
  Cash dividends paid to shareholders.........  (33,500)   (27,000)   (27,500)
  Net receipts from deposit product opera-
   tions......................................  (15,420)   (12,521)    (6,572)
                                               --------   --------   --------
Cash used for financing activities............  (48,920)   (39,521)   (34,072)
Increase (decrease) in cash...................    6,138      2,884     (3,638)
Cash at beginning of year.....................    5,288      2,404      6,042
                                               --------   --------   --------
Cash at end of year........................... $ 11,426   $  5,288   $  2,404
                                               ========   ========   ========
</TABLE>

                  See accompanying Notes to Financial Statements.

                                      F-6
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                         (Dollar amounts in thousands)

Note 1--Summary of Significant Accounting Policies

   Organization: United Investors Life Insurance Company ("UILIC") was a wholly
owned subsidiary of Waddell & Reed Financial, Inc. ("WDR") (formerly known as
United Investors Management Company), a subsidiary of Torchmark Corporation. On
March 3, 1998, to facilitate the initial public offering ("IPO") by Torchmark
Corporation ("TMK") of 36% of the common stock of WDR, several transactions
were completed to reorganize the assets held by WDR. The following transactions
directly affected UILIC:

(i)    WDR contributed 188,212 shares of TMK 6 1/2% Cumulative Preferred Stock,
       Series A to UILIC.

(ii)   WDR dividended the common stock of its subsidiary UILIC pro rata to
       Liberty National Life Insurance Company ("LNL"), an 81.18% owner, and
       TMK, an 18.82% owner. LNL is a wholly owned subsidiary of TMK.

(iii)  Upon reorganization, UILIC recorded additional goodwill in the amount of
       $23,639. This goodwill represented UILIC's portion of United Investors
       Management Company's goodwill which was allocated between Waddell & Reed
       and UILIC upon dividend of UILIC to TMK and LNL.

(iv)   TMK transferred to UILIC a deferred commission credit of $7,980, net of
       applicable tax of $4,297. This credit is being amortized over
       approximately 10 years.

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

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

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

   Basis of Presentation: The accompanying financial statements include the
accounts of United Investors Life Insurance Company ("United Investors") an
indirectly wholly-owned subsidiary of TMK, is owned by Liberty National Life
Insurance Company (81.18%) and Torchmark Corporation (18.82%). The financial
statements have been prepared on the basis of generally accepted accounting
principles ("GAAP").

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

                                      F-7
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 1--Summary of Significant Accounting Policies (continued)

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

   Realized investment gains and losses and investment income attributable to
separate accounts are credited to the separate accounts and have no effect on
United Investor's net income. Investment income attributable to policyholders
is included in United Investor's net investment income. Net investment income
for the years ended December 31, 1998, 1997 and 1996 included approximately
$37,000, $37,800, and $37,600, respectively, which was allocable to
policyholder reserves or accounts. Realized investment gains and losses are not
allocable to policyholders.

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

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

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

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

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

   Deferred acquisition costs, including the value of insurance purchased, for
policies other than universal life-type policies according to SFAS 97, are
amortized with interest over an estimate of the premium-paying period of the
policies in a manner which charges each year's operations in proportion to the
receipt of premium income. For limited-payment contracts, acquisition costs are
amortized over the contract period. For universal life-type policies,
acquisition costs are amortized with interest in proportion to estimated gross
profits. The assumptions used as to interest, withdrawals and mortality are
consistent with those used in computing the liability for future policy
benefits and expenses. If it is determined that future experience differs
significantly

                                      F-8
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 1--Summary of Significant Accounting Policies (continued)

from that previously assumed, the estimates are revised. Deferred acquisition
costs are adjusted to reflect the amounts associated with unrealized investment
gains and losses pertaining to universal life-type products.

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

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

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

   Goodwill: Goodwill represents the excess cost over the fair value of the net
assets acquired when United Investors was purchased by Torchmark Corporation
(Torchmark) in 1981 and is being amortized on a straight-line basis over forty
years. In 1998 United Investors recorded an additional goodwill of $23,639 upon
the reorganization of the company as outlined in Note 1--"Organization." This
additional goodwill is being amortized on a straight-line basis over thirty-
five years, which is the period United Investors Management Company had
remaining out of the original forty year estimated benefit period.

   Reclassification: Certain amounts in the financial statements presented have
been reclassified from amounts previously reported in order to be comparable
between years. These reclassifications have no effect on previously reported
shareholders' equity or net income during the periods involved.

   Comprehensive Income: United Investors adopted SFAS 130, "Reporting
Comprehensive Income," effective January 1, 1998. This standard defines
comprehensive income as the change in equity of a business enterprise during a
period from transactions from all nonowner sources. It requires the company to
display comprehensive income for the period, consisting of net income and other
comprehensive income. In compliance with SFAS 130, a Statement of Comprehensive
Income is included as an integral part of the financial statements.

   Year 2000 Compliance: The new millennium poses a significant concern to all
businesses which use computer systems or electronic data in their operations.
The concern arises because these organizations have 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 are electronically
engaged 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 of failure of these systems creates considerable uncertainty and
could potentially adversely affect the ongoing operations and stability of a
business.

   United Investors relies on computer systems which are supported and
maintained by Torchmark, its ultimate parent, and its various affiliates.
Torchmark is exposed to these risks should its computer systems fail

                                      F-9
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 1--Summary of Significant Accounting Policies (continued)

due to date-related problems. Torchmark is also reliant on a number of third
party businesses and governmental agencies with which it either interacts
electronically or depends upon for services in the conduct of its business.
These institutions include but are not limited to banks, financial
institutions, telecommunication companies, utilities, mail delivery
organizations, and a variety of governmental agencies. Should Torchmark's
computer systems or the systems of its third-party business partners not be
compliant the Company and Torchmark may be exposed to considerable risks,
including business interruption, loss of revenue, increased expense, loss of
policyholders, and litigation.

   To reduce its business risk to an acceptable level, Torchmark has
established a project plan to insure that the company's business-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 in each
geographic location where Torchmark operates. Progress toward achieving those
objectives is constantly monitored. Torchmark currently expects the entire
project, including all Year 2000 testing activities, to be completed during
1999.

   As of December 31, 1998, Torchmark remains on schedule to meet all of its
Year 2000 compliance requirements. All known required software changes have
been completed, and the related testing is in process with plans for completion
in 1999. With regard to third party concerns, Torchmark has in process the
following procedures:

   1) Torchmark is confirming, with its software vendors, the Year 2000
readiness of its purchased software packages because Torchmark has purchased
software packages on all of its computer platforms;

   2) Torchmark is verifying the Year 2000 compliance status of its financial
business partners computer and data communications systems to insure readiness,
including data interface testing with third parties; and

   3) All of Torchmark's electronic operational systems (telephones, security,
utility, environmental) are being evaluated for Year 2000 compliance.

   As an example of Torchmark's interface testing with selected third parties,
Torchmark is utilizing electronic data from selected third parties in
processing Medicare Supplement benefit data using Year 2000 test data.
Torchmark is also arranging similar testing with a selected number of banks.
While Torchmark is making every effort to verify the compliance of third
parties, no assurances as to the compliance of their computer systems can be
given.

   Torchmark has used primarily its own employees to complete its 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.
Torchmark has spent $5 million on its 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 $6 million.

   Year 2000 contingency plans are being developed for critical risk areas.
Management throughout the organization has established and documented a
contingency plan for Torchmark's 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.

                                     F-10
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


Note 2--Statutory Accounting

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

<TABLE>
<CAPTION>
                     Net Income                            Shareholders' Equity
              Year Ended December 31,                         At December 31,
         ----------------------------------------        ---------------------------------
           1998          1997             1996              1998               1997
         --------      --------         --------         ----------         ----------
         <S>           <C>              <C>              <C>                <C>
          $47,294       $34,537          $26,640           $169,757           $156,676
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                   ----------------------------
                                                     1998      1997      1996
                                                   --------  --------  --------
   <S>                                             <C>       <C>       <C>
   Statutory net income........................... $ 47,294  $ 34,537  $ 26,640
   Deferral of acquisition costs..................   42,857    33,485    33,744
   Amortization of acquisition costs..............  (27,874)  (24,898)  (19,850)
   Differences in policy liabilities..............    1,417    (2,113)   (4,361)
   Deferred income taxes..........................   (6,422)   (6,053)     (773)
   Other..........................................     (655)     (209)     (134)
                                                   --------  --------  --------
   GAAP net income................................ $ 56,617  $ 34,749  $ 35,266
                                                   ========  ========  ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                     ------------------------
                                                        1998         1997
                                                     -----------  -----------
   <S>                                               <C>          <C>
   Statutory shareholders' equity................... $   169,757  $   156,676
   Differences in policy liabilities................       9,208        9,540
   Deferred acquisition cost and value of insurance
    purchased.......................................     213,633      210,651
   Deferred income taxes............................     (59,575)     (52,639)
   Asset valuation reserve..........................       4,781        9,513
   Nonadmitted assets...............................       3,348        1,850
   Fair value adjustment on fixed maturities
    available for sale..............................      30,565       23,043
   Fair value adjustment on preferred stock of
    affiliate.......................................     188,212            0
   Goodwill.........................................      29,465        6,771
   Due and deferred premiums........................     (30,317)     (30,334)
   Other............................................         503       (3,501)
                                                     -----------  -----------
   GAAP shareholders' equity........................    $559,580     $331,570
                                                     ===========  ===========
</TABLE>

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

                                     F-11
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)


Note 3--Investment Operations

   Investment income is summarized as follows:

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                    --------------------------
                                                     1998     1997      1996
                                                    -------  -------  --------
<S>                                                 <C>      <C>      <C>
 Fixed maturities.................................. $45,889  $46,000  $ 46,366
 Policy loans......................................   1,186    1,107     1,001
 Other long-term investments.......................      84    1,614     1,211
 Short-term investments............................     743      436       287
 Other income......................................     954        0         0
 Interest and dividends from affiliates............  13,082    2,863     2,847
                                                    -------  -------  --------
                                                     61,938   52,020    51,712
 Less investment expense...........................    (565)    (506)     (584)
                                                    -------  -------  --------
 Net investment income............................. $61,373  $51,514  $ 51,128
                                                    =======  =======  ========

 Analysis of gains (losses) from investments:
  Realized investments gains (losses)
   Fixed maturities................................ $     1  $(5,235) $    925
   Mutual funds....................................   9,400     (130)        0
                                                    -------  -------  --------
                                                    $ 9,401  $(5,365) $    925
                                                    =======  =======  ========

Analysis of change in unrealized gains (losses):
 Net change in unrealized investments gains
  (losses) on fixed maturities available for sale
  before tax.......................................   7,522   19,340   (21,767)
 Net change in unrealized investments gains
  (losses) on short-term investments before tax....      (2)       0         0
 Other (includes $(5,946) related to sale of mutual
  fund shares in 1998).............................  (6,328)   1,799       861
 Adjustment for deferred acquisition cost..........     276   (5,387)    8,857
 Applicable tax....................................    (514)  (5,512)    4,217
                                                    -------  -------  --------
 Net change in unrealized gains (losses) on short-
  term investments and fixed maturities securities
  available for sale............................... $   954  $10,240  $ (7,832)
                                                    =======  =======  ========
</TABLE>

                                     F-12
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 3--Investment Operations (continued)

   A summary of fixed maturities available for sale by amortized cost and
estimated fair value at December 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                       Gross      Gross             Amount per
                           Amortized Unrealized Unrealized   Fair   the Balance
1998:                        Cost      Gains      Losses    Value      Sheet
- -----                      --------- ---------- ---------- -------- -----------
<S>                        <C>       <C>        <C>        <C>      <C>
 Fixed maturities avail-
  able for sale:
 Bonds:
  U.S. Government direct
   obligations and
   agencies............... $ 21,441   $ 1,959    $     0   $ 23,400  $ 23,400
  GNMA's..................   89,674     4,022        (18)    93,678    93,678
  Mortgage-backed
   securities, GNMA
   collateral.............    7,488        71         (1)     7,558     7,558
  Other mortgage-backed
   securities.............   20,961     1,368          0     22,329    22,329
  States, municipalities
   and political
   subdivisions...........   28,610     1,236          0     29,846    29,846
  Public utilities........   31,454     2,287          0     33,741    33,741
  Industrial and
   miscellaneous..........  412,958    21,971     (2,330)   432,599   432,599
                           --------   -------    -------   --------  --------
  Total fixed maturities.. $612,586   $32,914    $(2,349)  $643,151  $643,151
                           ========   =======    =======   ========  ========
<CAPTION>
1997:
- -----
<S>                        <C>       <C>        <C>        <C>      <C>
 Fixed maturities avail-
  able for sale:
 Bonds:
  U.S. Government direct
   obligations and
   agencies............... $ 22,035   $   857    $     0   $ 22,892  $ 22,892
  GNMA's..................  124,549     5,992       (146)   130,395   130,395
  Mortgage-backed
   securities, GNMA
   collateral.............   23,125       591         (3)    23,713    23,713
  Other mortgage-backed
   securities.............   20,980       916          0     21,896    21,896
  States, municipalities
   and political
   subdivisions...........   28,603       517          0     29,120    29,120
  Foreign governments.....    3,298       135          0      3,433     3,433
  Public utilities........   37,189     1,504        (39)    38,654    38,654
  Industrial and
   miscellaneous..........  352,821    12,986       (267)   365,540   365,540
                           --------   -------    -------   --------  --------
  Total fixed maturities.. $612,600   $23,498    $  (455)  $635,643  $635,643
                           ========   =======    =======   ========  ========
</TABLE>

                                     F-13
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 3--Investment Operations (continued)

   A schedule of fixed maturities by contractual maturity at December 31, 1998
is shown below on an amortized cost basis and on a fair value basis. Actual
maturities could differ from contractual maturities due to call or prepayment
provisions.

<TABLE>
<CAPTION>
                                                             Amortized   Fair
                                                               Cost     Value
                                                             --------- --------
   <S>                                                       <C>       <C>
   Fixed maturities available for sale;
    Due in one year or less................................. $ 13,218  $ 13,359
    Due after one year through five years...................  115,995   120,078
    Due after five years through ten years..................  202,843   213,213
    Due after ten years.....................................  153,602   164,940
                                                             --------  --------
                                                              485,658   511,590
   Mortgage- and asset-backed securities....................  126,928   131,561
                                                             --------  --------
                                                             $612,586  $643,151
                                                             ========  ========
</TABLE>

   Proceeds from sales of fixed maturities available for sale were $46,039 in
1998, $113,035 in 1997, and $15,246 in 1996. Gross gains realized on these
sales were $928 in 1998, $112 in 1997, and $749 in 1996. Gross losses on these
sales were $927 in 1998, $5,716 in 1997, and $0 in 1996.

Note 4--Deferred Acquisition Costs

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

<TABLE>
<CAPTION>
                                  1998                  1997                  1996
                          --------------------- --------------------- ---------------------
                           Deferred   Value of   Deferred   Value of   Deferred   Value of
                          Acquisition Insurance Acquisition Insurance Acquisition Insurance
                             Cost     Purchased    Cost     Purchased    Cost     Purchased
                          ----------- --------- ----------- --------- ----------- ---------
<S>                       <C>         <C>       <C>         <C>       <C>         <C>
Balance at beginning of
 year...................   $176,897    $33,754   $169,986    $16,160   $144,716    $18,679
 Additions:
  Deferred during peri-
   od:
  Commissions...........     36,328          0     27,664          0     28,492          0
  Other expenses........      6,529          0      5,821          0      5,252          0
                           --------    -------   --------    -------   --------    -------
   Total deferred.......     42,857          0     33,485          0     33,744          0
  Value of insurance
   purchased............          0          0          0     21,305          0          0
 Adjustment attributable
  to unrealized invest-
  ment loss (1).........        276          0          0          0      8,857          0
                           --------    -------   --------    -------   --------    -------
   Total additions......     43,133          0     33,485     21,305     42,601          0
 Deductions:
  Amortized during peri-
   od...................    (24,720)    (3,154)   (21,019)    (3,711)   (16,894)    (2,519)
  Adjustment
   attributable to
   unrealized investment
   gains (1)............         0           0     (5,387)         0         0           0
  Adjustment attribut-
   able to realized
   investment gains
   (1)..................         0           0       (168)         0       (437)         0
  Adjustment to deferred
   commissions due to
   reorganization.......    (12,277)         0          0          0          0          0
                           --------    -------   --------    -------   --------    -------
   Total deductions.....    (36,997)    (3,154)   (26,574)    (3,711)   (17,331)    (2,519)
                           --------    -------   --------    -------   --------    -------
Balance at end of year..   $183,033    $30,600   $176,897    $33,754   $169,986    $16,160
                           ========    =======   ========    =======   ========    =======
</TABLE>

                                     F-14
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
- --------
(1) Represents amounts pertaining to investments relating to universal life-
type products.

  The amount of interest accrued on the unamortized balance of value of
insurance purchased was approximately $755, $938, and $1,100 for the years
ended December 31, 1998, 1997 and 1996, respectively. The average interest
accrual rates used were 6.15%, 6.29% and 6.44%, respectively. The estimated
amount of the unamortized value of business purchased balance at December 31,
1998 to be amortized during each of the next five years is: 1999, $2,452;
2000, $2,137; 2001, $1,876; 2002, $1,659; 2003, $1,479.

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

Note 5--Property and Equipment

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

<TABLE>
<CAPTION>
                                          At December 31,     At December 31,
                                               1998                1997
                                        ------------------- -------------------
                                               Accumulated         Accumulated
                                         Cost  Depreciation  Cost  Depreciation
                                        ------ ------------ ------ ------------
<S>                                     <C>    <C>          <C>    <C>
Data processing equipment.............. $  227    $  178    $  216    $  161
Transportation equipment...............     72        36       132        55
Furniture and office equipment ........    928       917       922       913
                                        ------    ------    ------    ------
  Total................................ $1,227    $1,131    $1,270    $1,129
                                        ======    ======    ======    ======
</TABLE>

  Depreciation expense on property and equipment used in the business was $39,
$42 and $44 in each of the years 1998, 1997, and 1996, respectively.

Note 6--Future Policy Benefit Reserves

   A summary of the assumptions used in determining the liability for future
policy benefits at December 31, 1998 is as follows:

                           Individual Life Insurance

Interest Assumptions:

<TABLE>
<CAPTION>
                                                  Percent of
      Years of Issue         Interest Rates       Liability
      --------------   -------------------------- ----------
      <S>              <C>                        <C>
      1962-1998        3.00% level to 6.00% level     12%
      1986-1992             7.00% graded to 6.00%     22%
      1962-1985             8.50% graded to 6.00%      4%
      1981-1985             8.50% graded to 7.00%      4%
      1984-1998                Interest Sensitive     58%
                                                     ----
                                                     100%
                                                     ====
</TABLE>

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

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

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

                                     F-15
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 7--Income Taxes

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

  Total income taxes were allocated as follows:
<TABLE>
<CAPTION>
                                                     Year Ended December 31,
                                                     -------------------------
                                                      1998     1997     1996
                                                     -------  -------  -------
   <S>                                               <C>      <C>      <C>
   Net operating income before income taxes......... $25,567  $18,843  $19,078
   Shareholders' equity:
    Unrealized gains (losses).......................     514    5,512   (4,217)
    Tax basis compensation expense in excess of
     amounts recognized for financial reporting
     purposes from the exercise of stock options....     (68)    (519)       0
    Tax benefit received on deferred commission
     credit due to reorganization...................  (4,297)       0        0
    Other...........................................     300        1     (152)
                                                     -------  -------  -------
                                                     $22,016  $23,837  $14,709
                                                     =======  =======  =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                                        -----------------------
                                                         1998    1997    1996
                                                        ------- ------- -------
   <S>                                                  <C>     <C>     <C>
    Current income tax expense......................... $19,145 $12,790 $18,305
    Deferred income tax expense........................   6,422   6,053     773
                                                        ------- ------- -------
                                                        $25,567 $18,843 $19,078
                                                        ======= ======= =======
</TABLE>

   In 1998, 1997, and 1996, deferred income tax expense was incurred because of
the difference between net operating income before income taxes as reported on
the statements of operations and taxable income as reported on United
Investor's income tax returns. As explained in Note 1, this difference caused
the financial statement book values of some assets and liabilities to be
different from their respective tax bases.

   The effective income tax rate differed from the expected 35% rate in 1998,
1997 and 1996 as shown below:

<TABLE>
<CAPTION>
                                               Year Ended December 31,
                                         ----------------------------------------
                                          1998     %    1997     %    1996     %
                                         -------  ---  -------  ---  -------  ---
   <S>                                   <C>      <C>  <C>      <C>  <C>      <C>
   Expected income taxes...............  $28,764   35% $18,757   35% $19,020   35%
   Increase (reduction) in income taxes
    resulting from:
    Tax-exempt investment income.......   (3,532)  (4)     (18)   0      (38)   0
    Purchase accounting differences....      331    0       99    0       99    0
    Other..............................        4    0       5     0       (3)   0
                                         -------  ---  -------  ---  -------  ---
   Income taxes........................  $25,567   31% $18,843   35% $19,078   35%
                                         =======  ===  =======  ===  =======  ===
</TABLE>

                                     F-16
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 7--Income Taxes (continued)

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

<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                                        -----------------------
                                                           1997        1996
                                                        ----------- -----------
   <S>                                                  <C>         <C>
   Deferred tax assets:
    Future policy benefits and unearned and advance
     premiums.......................................... $         0 $     4,777
    Present value of future policy surrender charges...      20,153      13,925
    Other liabilities, principally due to the current
     nondeductibilty for tax purposes of certain
     accrued expenses..................................         132         203
                                                        ----------- -----------
    Total gross deferred tax assets....................      20,285      18,905
   Deferred tax liability:
    Future policy benefits and unearned and advance
     premiums..........................................       2,022           0
    Deferred acquisition costs.........................      61,881      62,863
    Unrealized investment gains........................       8,428       7,914
    Other..............................................       7,529         767
                                                        ----------- -----------
    Total gross deferred tax liabilities...............      79,860      71,544
                                                        ----------- -----------
    Net deferred tax liability......................... $    59,575 $    52,639
                                                        =========== ===========
</TABLE>

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

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

Note 8--Postretirement Benefits

   Pension Plans: United Investors has retirement benefit plans and savings
plans which cover substantially all employees. There is also a nonqualified
excess benefit plan which covers certain employees. The plans cover primarily
employees of United Investors, Liberty National and Torchmark. The total cost
of these retirement plans charged to UILIC's operations was as follows:

<TABLE>
<CAPTION>
                                                                         Defined
                                                              Defined    Benefit
   Year Ended                                               Contribution Pension
   December 31,                                                Plans      Plans
   ------------                                             ------------ -------
   <S>                                                      <C>          <C>
    1998..................................................      $42       $114
    1997..................................................       44        118
    1996..................................................       41        115
</TABLE>

   United Investors accrues expense for the defined contribution plans based on
a percentage of the employees contributions. The plans are funded by the
employee contributions and a United Investors contribution equal to the amount
of accrued expense.

                                     F-17
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 8--Postretirement Benefits (continued)

   Cost for the defined benefit pension plans has been calculated on the
projected unit credit actuarial cost method. Contributions are made to the
pension plans subject to minimums required by regulation and maximums allowed
for tax purposes. Accrued pension expense in excess of amounts contributed has
been recorded as a liability in UILIC's financial statements and was $55
thousand and $55 thousand at December 31, 1998 and 1997, respectively. The
total unfunded plan liability recorded at December 31, 1998 was $459. The plans
covering the majority of employees are organized as trust funds whose assets
consist primarily of investments in marketable long-term fixed maturities and
equity securities which are valued at market.

   The excess benefit pension plan provides the benefits that an employee would
have otherwise received from a defined benefit pension plan in the absence of
the Internal Revenue Codes limitation on benefits payable under a qualified
plan. Although this plan is unfunded, pension cost is determined in a similar
manner as for the funded plans. UILIC's liability for the excess benefit plan
was $19 thousand and $19 thousand as of December 31, 1998 and 1997,
respectively.

   Net periodic pension cost for the defined benefit plans by expense component
was as follows:

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                    -------------------------
                                                     1998     1997     1996
                                                    -------  -------  -------
   <S>                                              <C>      <C>      <C>
   Service cost--benefits earned during period..... $   679  $   638  $   638
   Interest cost on projected benefit obligation...   1,657    1,575    1,478
   Actual return on assets.........................  (3,118)  (2,335)  (1,940)
   Net amortization and deferral...................   1,942    1,351    1,032
                                                    -------  -------  -------
    Total net periodic cost........................   1,160    1,229    1,208
    Periodic cost allocated to other participating
     employers.....................................   1,046    1,111    1,093
                                                    -------  -------  -------
   UILIC's net periodic cost....................... $   114  $   118  $   115
                                                    =======  =======  =======
</TABLE>

                                     F-18
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 8--Postretirement Benefits (continued)

   United Investors adopted FASB Statement No. 132, Employers Disclosures about
Pensions and Other Postretirement Benefits, effective for year-end 1998 with
comparative periods restated. In accordance with this Standard, the following
table presents a reconciliation from the beginning to the end of the year of
the benefit obligation and plan assets. This table also presents a
reconciliation of the plans funded status with the.amounts recognized on United
Investors's and Liberty National's balance sheet.

<TABLE>
<CAPTION>
                                                                 Pension
                                                              Benefits For
                                                             the year ended
                                                              December 31,
                                                             ----------------
                                                              1998     1997
                                                             -------  -------
   <S>                                                       <C>      <C>
   Changes in benefit obligation:
   Obligation at the beginning of year...................... $21,841  $19,706
   Service cost.............................................     679      638
   Interest cost............................................   1,657    1,575
   Actuarial gain (loss)....................................   1,061      775
   Benefits paid............................................  (2,008)    (853)
                                                             -------  -------
   Obligation at the end of year............................  23,230   21,841

   Changes in plan assets:
   Fair value at the beginning of year......................  16,054   13,811
   Return on assets.........................................   3,118    2,335
   Contributions............................................     976      761
   Benefits paid............................................  (2,008)    (853)
                                                             -------  -------
   Fair value at the end of year............................  18,140   16,054
                                                             -------  -------

       Funded status at year end............................  (5,090)  (5,787)

   Unrecognized amounts at year end:
   Unrecognized actuarial loss (gain).......................    (775)      12
   Unrecognized prior service cost..........................   1,044    1,137
   Unrecognized transition obligation.......................       0        0
                                                             -------  -------
     Net amount recognized at year end...................... $(4,821) $(4,638)
                                                             =======  =======
   Amounts recognized consist of:
   Prepaid benefit cost..................................... $  (459) $  (459)
   Accrued benefit liability................................  (4,707)  (5,415)
   Intangible asset.........................................     345    1,236
                                                             -------  -------
    Net amount recognized at year end.......................  (4,821)  (4,638)
    Net amount recognized allocated to other participating
     employers..............................................  (4,747)  (4,564)
                                                             -------  -------
   UILIC's net amount recognized at year end................ $   (74) $   (74)
                                                             =======  =======
</TABLE>

   The weighted average assumed discount rates used in determining the
actuarial benefit obligations was 7.0% in 1998 and 7.5% in 1997. The rate of
assumed compensation increase was 4.0% in 1998 and 4.5% in 1997 while the
expected long-term rate of return on plan assets was 9.25% in 1998 and 9.25% in
1997.

   Postretirement Benefit Plans Other Than Pensions: United Investors provides
postretirement life insurance benefits for most retired employees, and also
provides additional postretirement life insurance benefits for certain key
employees. The majority of the life insurance benefits are accrued over the
working lives of active employees.

                                     F-19
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 8--Postretirement Benefits (continued)

   For retired employees over age sixty-five, United Investors does not provide
postretirement benefits other than pensions. United Investors does provide a
portion of the cost for health insurance benefits for employees who retired
before February 1, 1993 and before age sixty-five, covering them until they
reach age sixty-five. Eligibility for this benefit was generally achieved at
age fifty-five with at least fifteen years of service. This subsidy is minimal
to retired employees who did not retire before February 1,1993. This plan is
unfunded.

   The components of net periodic postretirement benefit cost other than
pensions is as follows:

<TABLE>
<CAPTION>
                                                    Year Ended December 31,
                                                    -------------------------
                                                     1998     1997     1996
                                                    -------  -------  -------
   <S>                                              <C>      <C>      <C>
   Service cost ................................... $   112  $    86  $    76
   Interest on accumulated postretirement. benefit
    obligation.....................................     377      357      403
   Actual return on assets.........................       0        0        0
   Net amortization and deferral...................    (251)    (374)    (242)
                                                    -------  -------  -------
    Total net periodic postretirement cost.........     238       69      237
    Periodic cost allocated to other participating
     employers.....................................     233       68      232
                                                    -------  -------  -------
   UILIC's net periodic postretirement cost........ $     5  $     1  $     5
                                                    =======  =======  =======
</TABLE>

   The following table presents a reconciliation of the benefit obligation and
plan assets from the beginning to the end of the year, also reconciling the
funded status to the accrued benefit liability.

<TABLE>
<CAPTION>
                                                  Benefits Other than Pension
                                                      For the year ended
                                                         December 31,
                                                  ----------------------------
                                                      1998           1997
                                                  -------------  -------------
   <S>                                            <C>            <C>
   Changes in benefit obligation:
   Obligation at the beginning of year..........  $       4,775  $       5,010
   Service cost.................................            112             86
   Interest cost................................            377            357
   Actuarial gain (loss)........................            559              0
   Benefits paid................................           (561)          (678)
                                                  -------------  -------------
   Obligation at the end of year................          5,262          4,775

   Changes in plan assets:
   Fair value at the beginning of year..........              0              0
   Return on assets.............................              0              0
   Contributions................................            561            678
   Benefits paid................................           (561)          (678)
                                                  -------------  -------------
   Fair value at the end of year................              0              0
                                                  -------------  -------------

     Funded status at year end..................         (5,262)  (      4,775)

   Unrecognized amounts at year end:
   Unrecognized actuarial loss (gain)...........           (553)        (1,157)
   Unrecognized prior service cost..............           (357)          (563)
                                                  -------------  -------------
    Net amount recognized at year end as accrued
     benefit liability..........................         (6,172)        (6,495)
    Net amount recognized allocated to other
     participating employers....................         (6,070)        (6,386)
                                                  -------------  -------------
   UILIC's net amount recognized at year end as
    accrued benefit liability...................  $        (102) $        (109)
                                                  =============  =============
</TABLE>

                                     F-20
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 8--Postretirement Benefits (continued)

   For measurement purposes, a 7.0% to 8.0% annual rate of increase in per
capita cost of covered healthcare benefits was assumed for 1998. These rates
grade to ranges of 4.5% to 5.5% by the year 2007. The health care cost trend
rate assumption has a significant effect on the amounts reported, as
illustrated in the following table which presents the effect of a one-
percentage-point increase and decrease on the service and interest cost
components and the benefit obligation:

Effect on:
<TABLE>
<CAPTION>
                                                                Change in Trend
                                                                     Rate
                                                               -----------------
                                                                  1%       1%
                                                               Increase Decrease
                                                               -------- --------
   <S>                                                         <C>      <C>
   Service and interest cost components.......................   $ 35    $ (31)
   Benefit obligation.........................................    326     (300)
</TABLE>

   The weighted average discount rate used in determining the accumulated
postretirement benefit obligation was 7.00% in 1998 and 7.50% in 1997.

Note 9--Related Party Transactions

   United Investors was charged for space, equipment and services provided by
an affiliate amounting to $1,840 in 1998, $1,852 in 1997 and $1,797 in 1996.

   Torchmark performed certain administrative services for United Investors for
which it was charged $612 in 1998, $468 in 1997 and $384 in 1996.

   In November 1994, United Investors loaned Torchmark $35,000 at an interest
rate of 8.110%, and in October 1998, United Investors loaned Torchmark an
additional $10,626 at an interest rate of 7.875%. Interest income related to
the Torchmark loans totaling $2,989, $2,838 and $2,838 for 1998, 1997 and 1996,
respectively, is included in the accompanying financial statements. In January
1996, United Investors loaned Liberty National $3,500 at an interest rate of
5.75%. This loan was paid in full in February 1996. Interest income related to
this loan totaling $9 at December 31, 1996 is included in the accompanying
financial statements. In 1997, United Investors loaned Torchmark, Liberty
National and United American $8,060, $10,520 and $5,500 respectively at an
interest rate of 5.5% all of which were repaid prior to December 31, 1997.
Interest income related to these loans totaling $1, $2 and $22 respectively is
included in the accompanying financial statements. In 1998, United Investors
loaned Liberty National and United American $1,400 and $1,000 respectively at
an interest rate of 5.5% all of which were repaid prior to December 31, 1998.
Interest income related to these loans totaling $2 and $2 respectively is
included in the accompanying financial statements. During 1998, TMK loaned
United Investors $14,800 in a series of six separate loans at an interest rate
of 5.5% all of which were repaid prior to December 31, 1998. Interest expenses
related to these loans totaling $34 is included in the accompanying financial
statements.

   Effective January 1, 1997 United Investors assumed a block of annuity
products totaling $200,321 from United American Insurance Company (United
American), an affiliated company, on 100% funds withheld coinsurance basis. In
connection with this transaction, United Investors paid a ceding fee totaling
$21,305, $10,000 of which was paid in cash, and recorded a due from affiliates
totaling $189,016 at the end of 1997. The funds withheld totaled $229,194 and
$190,235 at December, 1998 and 1997, respectively. Interest income totaled
$13,665 and $11,876 in 1998 and 1997, respectively, and is included in other
income. The reserve for annuity balances assumed in connection with this
business totaled $241,357 and $210,276 as of December 31, 1998 and 1997,
respectively. United Investors reimbursed United American for administrative
expenses in the amount of $800 in 1998 and $897 in 1997.

                                     F-21
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

   United Investors serves as sponsor to four separate accounts. During 1997,
United Investors was also a investor in two of the separate accounts. These
investments were sold during 1998 for $18.4 million and United Investors is no
longer a depositor to any of its separate accounts.

   On March 3, 1998, Waddell & Reed Financial, Inc. contributed 188,212 shares
of TMK 6 1/2% Cumulative Preferred Stock, Series A to UILIC due the
reorganization discussed in Note 1--Summary of Significant Accounting Policies.
Dividend income, on these shares, in the amount of $10,093 is included in the
accompanying financial statements.

Note 10--Commitments and Contingencies

   Reinsurance: United Investors reinsures that portion of insurance risk which
is in excess of its retention limit. The maximum net retention limit for
ordinary life insurance is $500 per life. Life insurance ceded represented 2%
of total life insurance in force at December 31, 1998 and 3% of premium income
for 1998. United Investors would be liable for the reinsured risks ceded to
other companies to the extent that such reinsuring companies are unable to meet
their obligation. Except as disclosed in Note 9, United Investors does not
assume insurance risks of other companies.

   Restrictions on the transfer of funds: Regulatory restrictions exist on the
transfer of funds from insurance companies. These restrictions generally limit
the payment of dividends to the statutory net gain from operations of the prior
year in the absence of special approval. Additionally, insurance companies are
not permitted to distribute the excess of shareholder's equity as determined on
a GAAP basis over that determined on a statutory basis. Restricted net assets
at December 31, 1998 in compliance with all regulations were $392,823.

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

   Concentration of credit risk: United Investors maintains a highly
diversified investment portfolio with limited concentration in any given
region, industry, or economic characteristic. The investment consists of
investment grade corporate bonds (55.7%), securities of the U.S. government or
U.S. government-backed securities (18.2%), non investment grade securities
(12.3%), municipal governments (4.4%), non government guaranteed mortgage
backed securities (3.3%), and policy loans (2.6%) which are secured by the
underlying policy value. The balance of the portfolio is invested in short-term
investments (3.5%).

   Investments in municipal governments and corporations are made throughout
the U.S. with no concentration in any given state. Corporate debt investments
are made in a wide range of industries. At December 31, 1998, 1% or more of the
portfolio was invested in the following industries: financial services (19.8%);
chemicals and allied products (6.2%); manufacturing (5.8%); consumer goods
(5.5%); public utilities (4.9%); media and communications (4.6%);
transportation (4.2%); services (4.1%); retailing (3.9%); machinery and
equipment (3.3%); petroleum (2.7%); asset-backed securities (1.2%); paper and
allied products (1.1%). At the end of 1998, 12.3% of the carrying value of
fixed securities was rated below investment grade. Par value of these
investments was $84.249, amortized cost was $83.731, and market value was
$84.588. While these investments could be subject to additional credit risk,
such risk should generally be reflected in market value.

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

                                     F-22
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)
Note 11--Supplemental Disclosures for Cash Flow Statement

   The following table summarizes United Investors' noncash transactions, which
are not reflected on the statement of cash flow as required by GAAP:

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                      -------------------------
                                                        1998     1997    1996
                                                      -------- -------- -------
       <S>                                            <C>      <C>      <C>
       Due from affiliates........................... $229,194 $189,016 $     0
       Value of business purchased...................        0   11,305       0
       Future policy benefits........................  241,357  200,321       0
       Impact from reorganization of
        Waddell & Reed ..............................  203,871        0       0


   The following table summarizes certain amounts paid during the period:

<CAPTION>
                                                       Year Ended December 31,
                                                      -------------------------
                                                        1998     1997    1996
                                                      -------- -------- -------
       <S>                                            <C>      <C>      <C>
       Taxes paid....................................  $26,054   $8,631 $22,111
</TABLE>

Note 12--Business Segments

   United Investors' segments are based on the insurance product lines it
markets and administers, life insurance and annuities. These major product
lines are set out as segments because of the common characteristics of products
within these categories, comparability of margins, and the similarity in
regulatory environment and management techniques. There is also an investment
segment which manages the investment portfolio, debt, and cash flow for the
insurance segments and the corporate function.

   Life insurance products include traditional and interest-sensitive whole
life insurance as well as term life insurance. Annuities include both fixed-
benefit and variable contracts. Variable contracts allow policyholders to
choose from a variety of mutual funds in which to direct their deposits.

   United Investors markets its insurance products through a number of
distribution channels, each of which sells the products of one or more of
United Investors's insurance segments. The tables below present segment premium
revenue by each of United Investors's marketing groups.

<TABLE>
<CAPTION>
                                                For the Year 1998
                                     ------------------------------------------
                                         Life         Annuity         Total
                                     -------------  ------------  -------------
                                             % of          % of           % of
Distribution Channel                 Amount  Total  Amount Total  Amount  Total
- --------------------                 ------- -----  ------ -----  ------- -----
<S>                                  <C>     <C>    <C>    <C>    <C>     <C>
Independent Producers............... $ 8,004  11.5%  $            $ 8,004  11.4%
Waddell & Reed......................  61,511  88.4%                61,511  87.9%
United American ....................                  415  100.0%     415   0.6%
Globe Direct Response...............      57   0.1%                    57   0.1%
                                     ------- -----   ----  -----  ------- -----
                                     $69,572 100.0%  $415  100.0% $69,987 100.0%
                                     ======= =====   ====  =====  ======= =====
</TABLE>

                                     F-23
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 12--Business Segments (continued)

<TABLE>
<CAPTION>
                                                For the Year 1997
                                     ------------------------------------------
                                         Life         Annuity         Total
                                     -------------  ------------  -------------
                                             % of          % of           % of
Distribution Channel                 Amount  Total  Amount Total  Amount  Total
- --------------------                 ------- -----  ------ -----  ------- -----
<S>                                  <C>     <C>    <C>    <C>    <C>     <C>
Independent Producers............... $ 7,264  10.6%  $            $ 7,264  10.6%
Waddell & Reed......................  61,149  89.4%                61,149  89.0%
United American ....................                  310  100.0%     310   0.4%
                                     ------- -----   ----  -----  ------- -----
                                     $68,413 100.0%  $310  100.0% $68,723 100.0%
                                     ======= =====   ====  =====  ======= =====

<CAPTION>
                                                For the Year 1996
                                     ------------------------------------------
                                         Life         Annuity         Total
                                     -------------  ------------  -------------
                                             % of          % of           % of
Distribution Channel                 Amount  Total  Amount Total  Amount  Total
- --------------------                 ------- -----  ------ -----  ------- -----
<S>                                  <C>     <C>    <C>    <C>    <C>     <C>
Independent Producers............... $ 6,795  10.4%  $            $ 6,795  10.4%
Waddell & Reed......................  58,319  89.6%                58,319  89.6%
                                     ------- -----   ----  -----  ------- -----
                                     $65,114 100.0%  $       0.0% $65,114 100.0%
                                     ======= =====   ====  =====  ======= =====
</TABLE>

   Because of the nature of the insurance industry, United Investors has no
individual or group which would be considered a major customer. Substantially
all of United Investors's business is conducted in the United States, primarily
in the Southeastern and Southwestern regions.

   The measure of profitability for insurance segments is underwriting income
before other income and administrative expenses, in accordance with the manner
the segments are managed. It essentially represents gross profit margin on
insurance products before insurance administrative expenses and consists of
premium, less net policy obligations, acquisition expenses, and commissions. It
differs from GAAP pretax operating income before other income and
administrative expense for two primary reasons. First, there is a reduction to
policy obligations for interest credited by contract to policyholders because
this interest is earned and credited by the investment segment. Second,
interest is also added to acquisition expense which represents the implied
interest cost of deferred acquisition costs, which is funded by and is
attributed to the investment segment.

                                     F-24
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 12--Business Segments (continued)

   The measure of profitability for the investment segment is excess investment
income, which represents the income earned on the investment portfolio in
excess of net policy requirements. The investment segment is measured on a tax-
equivalent basis, equating the return on tax-exempt investments to the pretax
return on taxable investments. Other than the above-mentioned interest
allocations, there are no other intersegment revenues or expenses. All other
unallocated revenues and expenses on a pretax basis, including insurance
administrative expense, are included in the "Other" segment category. The table
below sets forth a reconciliation of United Investors's revenues and operations
by segment to its major income statement line items.


<TABLE>
<CAPTION>
                                            For the Year 1998
                         -----------------------------------------------------------
                           Life    Annuity   Investment  Other   Adjustments  Total
                         --------  --------  ---------- -------  ----------- -------
<S>                      <C>       <C>       <C>        <C>      <C>         <C>
Revenues
 Premium................ $ 69,572  $    415   $         $            $       $69,987
 Policy Charges and
  fees..................   12,048    33,065                                   45,113
 Net Investment income..                        61,373                        61,373
 Other income...........             13,665                                   13,665
                         --------  --------   --------  -------      ---     -------
  Total Revenues........   81,620    47,145     61,373                       190,138

Benefits and Expenses
 Policy Benefits........   51,430    25,892                                   77,322
 Required reserve
  interest..............  (18,832)  (18,162)    36,994                             0
 Amortization of
  acquisition costs.....   16,306    11,568                                   27,874
 Commissions and premium
  taxes.................    5,182       398                                    5,580
 Required interest on
  acquisition costs.....    7,958     4,814    (12,772)                            0
                         --------  --------   --------  -------      ---     -------
  Total Expenses........   62,044    24,510     24,222                       110,776
                         --------  --------   --------  -------      ---     -------

 Underwriting income
  before other income
  and administrative
  expense...............   19,576    22,635     37,151                        79,362
 Administrative
  Expense...............                                  5,633                5,633
 Goodwill amortization..                                    946                  946
 Deferred acquisition
  cost adjustment.......
                         --------  --------   --------  -------      ---     -------
 Pretax operating
  income................ $ 19,576  $ 22,635   $ 37,151  $(6,579)     $ 0      72,783
                         ========  ========   ========  =======      ===
 Realized investment gains/losses and deferred acquisition cost
  adjustment.............................................................      9,401
                                                                             -------
  Pretax income..........................................................    $82,184
                                                                             =======
</TABLE>

                                     F-25
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 12--Business Segments (continued)

<TABLE>
<CAPTION>
                                            For the Year 1997
                         ----------------------------------------------------------
                          Life    Annuity  Investment  Other   Adjustments  Total
                         -------  -------  ---------- -------  ----------- --------
<S>                      <C>      <C>      <C>        <C>      <C>         <C>
Revenues
 Premium................ $68,413  $   310   $         $           $        $ 68,723
 Policy Charges and
  fees..................   9,573   27,009                                    36,582
 Net Investment income..                     51,514                          51,514
 Other income...........           11,876                                    11,876
                         -------  -------   -------   -------     -----    --------
  Total Revenues........  77,986   39,195    51,514                         168,695

Benefits and Expenses
 Policy Benefits........  47,930   25,189                                    73,119
 Required reserve
  interest.............. (18,067) (19,735)   37,802                               0
 Amortization of
  acquisition costs.....  14,671   10,227                                    24,898
 Commissions and premium
  taxes.................   5,647      604                                     6,251
 Required interest on
  acquisition costs.....   8,044    4,287   (12,331)                              0
                         -------  -------   -------   -------     -----    --------
  Total Expenses........  58,225   20,572    25,471                         104,268
                         -------  -------   -------   -------     -----    --------

 Underwriting income
  before other income
  and administrative
  expense...............  19,761   18,623    26,043                          64,427
 Administrative
  Expense...............                                5,186                 5,186
 Goodwill amortization..                                  284                   284
 Deferred acquisition
  cost adjustment.......                                            168         168
                         -------  -------   -------   -------     -----    --------
 Pretax operating
  income................ $19,761  $18,623   $26,043   $(5,470)    $(168)     58,789
                         =======  =======   =======   =======     =====
 Realized investment gains/losses and deferred acquisition cost
  adjustment...........................................................      (5,197)
                                                                           --------
  Pretax income........................................................    $ 53,592
                                                                           ========
</TABLE>

                                     F-26
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 12--Business Segments (continued)

<TABLE>
<CAPTION>
                                             For the Year 1996
                         ------------------------------------------------------------
                           Life    Annuity   Investment  Other   Adjustments  Total
                         --------  --------  ---------- -------  ----------- --------
<S>                      <C>       <C>       <C>        <C>      <C>         <C>
Revenues
 Premium................ $ 65,114  $          $         $           $        $ 65,114
 Policy Charges and
  fees..................    8,722    20,681                                    29,403
 Net Investment income..                        51,128                         51,128
 Other income...........                                                            0
                         --------  --------   --------  -------     -----    --------
  Total Revenues........   73,836    20,681     51,128                        145,645

Benefits and Expenses
 Policy Benefits........   47,355    15,807                                    63,162
 Required reserve inter-
  est...................  (17,021)  (20,599)    37,620                              0
 Amortization of acqui-
  sition costs..........   12,817     7,033                                    19,850
 Commissions and premium
  taxes.................    4,995       253                                     5,248
 Required interest on
  acquisition costs.....    8,045     3,712    (11,757)                             0
                         --------  --------   --------  -------     -----    --------
  Total Expenses........   56,191     6,206     25,863                         88,260
                         --------  --------   --------  -------     -----    --------

 Underwriting income be-
  fore other income and
  administrative ex-
  pense.................   17,645    14,475     25,265                         57,385
 Administrative Ex-
  pense.................                                  3,682                 3,682
 Goodwill amortization..                                    284                   284
 Deferred acquisition
  cost adjustment.......                                              437         437
                         --------  --------   --------  -------     -----    --------
 Pretax operating in-
  come.................. $ 17,645  $ 14,475   $ 25,265  $(3,966)    $(437)     52,982
                         ========  ========   ========  =======     =====
 Realized investment gains/losses and deferred acquisition cost
  adjustment.............................................................       1,362
                                                                             --------
  Pretax income..........................................................    $ 54,344
                                                                             ========
</TABLE>


   Assets for each segment are reported based on a specific identification
basis. The insurance segments' assets contain deferred acquisition costs, value
of insurance purchased, and separate account assets. The investment segment
includes the investment portfolio, cash, and accrued investment income.
Goodwill is assigned to corporate operations. All other assets, representing
less than 2% of total assets, are included in the other category. The table
below reconciles segment assets to total assets as reported in the financial
statements.

<TABLE>
<CAPTION>
                                              At December 31, 1998
                         --------------------------------------------------------------
                           Life    Annuity   Investment  Other   Adjustments   Total
                         -------- ---------- ---------- -------- ----------- ----------
<S>                      <C>      <C>        <C>        <C>      <C>         <C>
Cash and invested
 assets................. $        $           $873,478  $            $       $  873,478
Accrued investment
 income.................                        11,747                           11,747
Deferred acquisition
 costs..................  113,057    100,576                                    213,633
Goodwill................                                  29,465                 29,465
Separate account
 assets.................           2,425,262                                  2,425,262
Other Assets............                                 283,453                283,453
                         -------- ----------  --------  --------     ---     ----------
Total Assets............ $113,057 $2,525,838  $885,225  $312,918     $ 0     $3,837,038
                         ======== ==========  ========  ========     ===     ==========

</TABLE>

                                     F-27
<PAGE>

                    UNITED INVESTORS LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS--(Continued)
                         (Dollar amounts in thousands)

Note 12--Business Segments (continued)

<TABLE>
<CAPTION>
                                              At December 31, 1997
                         --------------------------------------------------------------
                           Life    Annuity   Investment  Other   Adjustments   Total
                         -------- ---------- ---------- -------- ----------- ----------
<S>                      <C>      <C>        <C>        <C>      <C>         <C>
Cash and invested
 assets................. $        $           $692,659  $           $         $ 692,659
Accrued investment
 income.................                        11,270                           11,270
Deferred acquisition
 costs..................  117,410     93,241                                    210,651
Goodwill................                                   6,771                  6,771
Separate account
 assets.................           1,876,439                                  1,876,439
Other Assets............                                 229,351                229,351
                         -------- ----------  --------  --------    -----    ----------
Total Assets............ $117,410 $1,969,680  $703,929  $236,122    $   0    $3,027,141
                         ======== ==========  ========  ========    =====    ==========


<CAPTION>
                                              At December 31, 1996
                         --------------------------------------------------------------
                           Life    Annuity   Investment  Other   Adjustments   Total
                         -------- ---------- ---------- -------- ----------- ----------
<S>                      <C>      <C>        <C>        <C>      <C>         <C>
Cash and invested
 assets................. $        $           $664,861  $           $        $  664,861
Accrued investment
 income.................                        10,781                           10,781
Deferred acquisition
 costs..................  120,083     66,063                                    186,146
Goodwill................                                   7,055                  7,055
Separate account
 assets.................           1,420,025                                  1,420,025
Other Assets............                                  39,748                 39,748
                         -------- ----------  --------  --------    -----    ----------
Total Assets............ $120,083 $1,486,088  $675,642  $ 46,803    $   0    $2,328,616
                         ======== ==========  ========  ========    =====    ==========
</TABLE>

                                     F-28
<PAGE>

United Investors Life Insurance Company
Balance Sheet (Unaudited)
as of September 30, 1999

(Amounts in thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                    ASSETS

Investments:
<S>                                                          <C>
    Fixed maturities                                          $   773,347
    Equity securities                                               3,060
    Policy loans                                                   18,913
    Other long term investments                                         0
    Short term investments                                         10,160
                                                              -----------

    Total investments                                             805,480

Cash                                                                2,152
Accrued investment income                                          11,086
Receivables                                                         2,590
Receivables from affiliates                                       362,529
Deferred acquisition cost                                         224,347
Value of business purchased                                         8,927
Goodwill                                                           28,755
Property and equipment                                                214
Other assets                                                        3,242
Separate accounts                                               2,704,602
                                                              -----------
                                                              $ 4,153,924
                                                              ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Future policy benefits                                    $   812,104
    Unearned and advance premiums                                   2,821
    Other policy benefits                                           6,897
                                                              -----------
        Total policy liabilities                                  821,822

    Accrued income taxes                                           51,504
    Other liabilities                                               5,967
    Due to affiliates                                              30,762
    Separate account liabilities                                2,704,602
                                                              -----------
    Total liabilities                                           3,614,657

Shareholders' equity:
    Common stock, par value per $6 per share
    authorized, issued and outstanding:
    500, 000 shares                                                 3,000
Additional paid in capital                                        350,388
Unrealized investment gains, net of applicable taxes               (6,696)
Retained earnings                                                 192,575
                                                              -----------
    Total shareholders' equity                                    539,267
                                                              -----------
    Total liabilities and shareholders' equity                $ 4,153,924
                                                              ===========
</TABLE>
<PAGE>

United Investors Life Insurance Company
Statement of Income (Unaudited)
for the nine-month period ended September 30, 1999

(Amounts in thousands)

<TABLE>
<CAPTION>
<S>                                                             <C>
Revenues:
         Premiums                                               $ 54,976
         Policy charges and fees                                  40,162
         Net investment income                                    47,557
         Net realized investment gains                            -2,806
         Other income                                             12,891

         Total revenue                                           152,780

Benefits and expenses:
         Policy benefits
         Individual Life                                          38,097
         Annuity                                                  19,675
           Total policy benefits                                  57,772

         Amortization of deferred acquisition costs               25,222
         Commissions and premium taxes                             4,467
         Other operating expenses                                  4,431

           Total benefits and expenses                            91,892

Net operating income before taxes                                 60,888

Income tax expense                                                17,851

Net income                                                      $ 43,037
</TABLE>
<PAGE>

United Investors Life Insurance Company
Statement of Equity (Unaudited)
for the nine-month period ended September 30, 1999

(Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                Net
                                                                                Unrealized
                                                                  Additional    Appreciation                      Total
                                                  Common          Paid-in       (Depreciation)      Retained      Shareholders'
                                                  Stock           Capital       on Securities       Earnings      Equity
<S>                                               <C>            <C>            <C>                 <C>           <C>
Balance at January 1, 1999..................      $3,000         $350,388         $ 15,654          $190,538            $559,580

Net income..................................                                                          43,037              43,037

Other comprehensive income, net of tax:
        Change in unrealized
        appreciation (depreciation).........                                       -22,350                               -22,350

Total comprehensive income..................                                                                              20,687

Dividends...................................                                                         -41,000             -41,000

Balance on September 30, 1999...............      $3,000         $350,388          ($6,696)         $192,575            $539,267
</TABLE>
<PAGE>

United Investors Life Insurance Company
Statement of Cash Flows (Unaudited)
for the nine-month period ended September 30, 1999

(Amounts in thousands)

<TABLE>
<CAPTION>
<S>                                                                             <C>
Cash flow from operating activities                                             $  43,037
Net Income
Adjustments to reconcile net income to net cash
              (used in) operating activities:
            Net interest credited and product charges on
              universal life and investment products                                 -560
            Increase in liability for future benefits                                 -78
            Amortization of deferred acquisition costs                             24,513
            Policy acquisition costs                                              -42,971
            Change in tax liability                                                 7,607
            Change in other liabilities                                             3,792
            Change in receivables                                                  -3,913
            Amortization of goodwill                                                  709
            Amortization of investments                                               329
            Adjustment for realized gains                                           2,806
            Change in payable/receivable from affiliates                           -4,019
Net cash (used in) operating activities                                            31,252

Cash flows from investing activities:
Proceeds from investments:
            Fixed investments                                                     168,251
            Other invested assets                                                       0
              Total investments sold or matured                                   168,251
Cost of investments acquired:
            Fixed investments                                                    -158,045
            Equity securities                                                      -3,400
            Other invested assets                                                       0
            Net change in policy loans                                               -904
              Total acquisition of investments                                   -162,349
Net (increase) decrease in short-term investments                                   2,513
Funds loaned to affiliates                                                        -62,024
Funds repaid from affiliates                                                       54,200
Funds borrowed from affiliates                                                      3,000
Funds repaid to affiliates                                                         -3,000
Additions to property                                                                -118
            Cash provided from (used for) investment activities                       473
Cash used for financing activities:
            Cash dividends paid to shareholders                                   -41,000
                                                                                  -41,000
Increase  (decrease) in cash                                                       -9,275
Cash at the beginning of the year                                                  11,427
Cash at end of year                                                             $   2,152
</TABLE>
<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.\1\
     (2)    Custody Agreements:  Not Applicable.
     (3)    (a)  Principal Underwriting Agreement.*
            (b)  Broker-Dealer Sales Agreement.\2\
            (c)  Commission Schedule (included in Exhibit 3(a) hereto).*
     (4)    (a)  Annuity Policy, Form VA99.*
     (5)    Application.*
     (6)    (a)  Certificate of Incorporation of United Investors.\3\
            (b) By-Laws of United Investors.\3\
     (7)    Reinsurance Contracts:  Not Applicable.
     (8)    (a)  Participation Agreement for Target/United Funds, Inc.\4\
            (b)  Form of Administration Agreement:  Not Applicable
     (9)    Opinion of Counsel.*
     (10)   (a)  Consent of Sutherland Asbill & Brennan LLP.*
            (b)  Consent of KPMG 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.

\1\  Incorporated by reference to the exhibit filed with the initial filling of
     this Form N-4 registration statement, File No. 333-89797, filed on October
     27, 1999.

\2\  Incorporated herein by reference to the Exhibit filed in Post-Effective
     Amendment No. 14 to the Form N-4 Registration Statement, File No. 33-12000,
     filed on April 29, 1998.

\3\  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).

\4\  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

AILIC Receivables Corporation                  E           Delaware

National Income Life Insurance Co.             E           New York

Liberty National GroupCare, Inc.               B           Alabama

Liberty National Life Insurance Co.            C           Alabama

Torch Royalty Company                          B           Delaware

Torchmark Corporation (holding company)                    Delaware

United American Insurance Co.                  C           Delaware

United Investors Life Insurance Co.            B*          Missouri

Waddell & Reed Asset Management Co.            C           Missouri

Globe Insurance Agency, Inc.                   C           Alabama

_________________________
*    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    American Income Life Insurance Company

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 representatives, shall in like manner be indemnified
     by this Corporation; provided that, in either case shall the Corporation

                                     C - 3
<PAGE>

     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, and United Investors Universal
Life Variable Account, and certain variable annuity policies issued through
United Investors Annuity Variable Account.

                                     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

John E. Sundeen, Jr.        Executive Vice President

Michael G. Gerken           Senior Vice President

David R. Burford            Vice President and Assistant Secretary

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.

                                     C - 5
<PAGE>

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

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


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

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

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

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant, United Investor Advantage Gold
Variable Account, has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Birmingham and the
State of Alabama, on the 21st day of January, 2000.


                         UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
(SEAL)                                  (Registrant)

                         By: UNITED INVESTORS LIFE INSURANCE COMPANY
                                        (Depositor)

Attest: /s/ John H. Livingston        By: /s/ Anthony L. McWhorter
        -------------------------         ---------------------------
        John H. Livingston                Anthony L. McWhorter
        Secretary and Counsel             President and Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, United
Investors Life Insurance Company has duly caused this registration statement to
be signed on its behalf by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Birmingham and the
State of Alabama, on the 21st day of January, 2000.


(SEAL)                   UNITED INVESTORS LIFE INSURANCE COMPANY



Attest: /s/ John H. Livingston        By: /s/ Anthony L. McWhorter
        -------------------------         ---------------------------
        John H. Livingston                Anthony L. McWhorter
        Secretary and Counsel             President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the date(s) set forth below.


<TABLE>
<CAPTION>
Signature                              Title                                 Date
- ---------                              -----                                 ----
<S>                             <C>                                    <C>
_____________________________   Director                               ____________________
C. B. Hudson


/s/Anthony L. McWhorter         Chairman of the Board of Directors,     1/21/00
- -----------------------------                                          ---------
Anthony L. McWhorter            President and Chief Executive Officer

/s/ W. Thomas Aycock            Director, Vice President and             1/21/00
- -----------------------------                                          ---------
W. Thomas Aycock                Chief Actuary


                                Director and Executive Vice            _________
_____________________________
Tony G. Brill                   President - Administration

____________________________    Senior Vice President - Marketing      _________
Mark S. McAndrew

                                Director                               _________
____________________________
Larry M. Hutchison

/s/ Michael J. Klyce           Vice President and Treasurer              1/21/00
- ----------------------------                                             -------
Michael J. Klyce

/s/ James L. Mayton, Jr.       Vice President and Controller             1/21/00
- ----------------------------                                             -------
James L. Mayton, Jr.

/s/ John H. Livingston         Director, Secretary and Counsel           1/21/00
- ----------------------------                                             -------
John H. Livingston

/s/ Carol A. McCoy            Director and Assistant Secretary           1/21/00
- ----------------------------                                             -------
Carol A. McCoy

/s/ Ross W. Stagner            Director and Vice President               1/21/00
- ----------------------------                                             -------
Ross W. Stagner
</TABLE>
<PAGE>

<TABLE>
<S>                           <C>                                     <C>
/s/ Terry W. Davis            Director and Vice President -            1/21/00
- ----------------------------
Terry W. Davis                Administration
</TABLE>
<PAGE>

                                 EXHIBIT INDEX


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

(3)(a)            Principal Underwriting Agreement


(4)(a)            Annuity Policy, Form VA99


(5)               Application


(9)               Opinion of Counsel


(10)(a)           Consent of Sutherland Asbill & Brennan LLP


(10)(b)           Consent of KPMG LLP


(13)              Performance Data Calculations

<PAGE>

                       Principal Underwriting Agreement
<PAGE>

             AMENDED AND RESTATED PRINCIPAL UNDERWRITING AGREEMENT
             -----------------------------------------------------



     This AGREEMENT dated January ___, 2000 by and between United Investors Life
Insurance Company ("United Investors"), a Missouri corporation, on its own
behalf and on behalf of United Investors Life Variable Account, United Investors
Annuity Variable Account and United Investors Universal Life Variable Account
(together with all future variable accounts created by United Investors for
products to be sold by Waddell & Reed hereunder, collectively referred to herein
as the "Variable Accounts"), and Waddell & Reed, Inc. ("W&R"), a Delaware
corporation;

                                  WITNESSETH:

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

     WHEREAS, United Investors has registered existing Variable Accounts as unit
investment trusts under the Investment Company Act of 1940 (the "Investment
Company Act"); and

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

     WHEREAS, United Investors has registered the existing Policies under the
Securities Act of 1933 (the "Securities Act"); and

     WHEREAS, W&R has served as the distributor and principal underwriter of the
existing Policies continuously since May 1, 1990, pursuant to a Principal
Underwriting Agreement between W&R and United Investors; and

     WHEREAS, W&R and United Investors desire to restate, modify and supplement
their understandings and agreements as more fully set forth herein;

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

     1.   Underwriter.
          ------------
<PAGE>

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

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

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

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

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

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

     (b)  It is understood and agreed to by United Investors and W&R that United
Investors may from time to time propose that the Policies be distributed through
broker/dealers other than W&R.  In such circumstances, W&R will agree to enter
into a
<PAGE>

sales agreement with another broker/dealer, subject to W&R's reasonable
satisfaction, through its customary review, with such other broker/dealer's
credentials and practices. W&R agrees that, if reasonably satisfied with the
credentials and practices of such other broker/dealer, a sales agreement will
not be withheld. If W&R withholds a sales agreement without substantiating its
reasons for doing so, United Investors may terminate this agreement by giving
W&R thirty (30) days written notice, notwithstanding any other provision of this
Agreement.

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

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

     3.   Compensation.
          -------------

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

     (b)  For Policies sold under sales agreements that W&R enters into with
other
<PAGE>

broker/dealers pursuant to paragraph 2, above, United Investors shall pay W&R
the commissions which are set forth in Schedule B to this Agreement, which
Schedule may be hereafter amended from time to time by mutual agreement of
United Investors and W&R.

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

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

     (b)  United Investors agrees to commit the reasonable resources necessary,
including, but not limited to, personnel, systems and technology, to develop
and/or acquire and implement the services necessary to support and service
clients who purchase products jointly offered by W&R and United Investors, and
to enhance and improve such services in order to remain fully competitive.

     5.   Product Development and Features.
          ---------------------------------

     (a)  United Investors agrees to make commercially reasonable efforts to
obtain regulatory approval of and to offer, as soon as reasonably practical
after January 1, 2000, a new deferred variable annuity product with product
features similar to the existing Advantage II Variable Annuity, but with the
specific product features set forth in Schedule C to this Agreement.  United
Investors agrees to fully support and service this product with sufficient
resources, including personnel, systems and technology.

     (b)  United Investors will cooperate with W&R and commit the reasonable
resources necessary (i) to design, create, implement and introduce products and
product features that will be first-class and competitive, and (ii) to enhance
and improve such products and product features as the market for insurance
products and variable insurance products evolves.

     6.   Reports.
          --------

     W&R shall have the responsibility for maintaining the records of sales
representatives licensed, registered, and otherwise qualified to sell the
Policies and for
<PAGE>

furnishing periodic reports thereof to United Investors.

     7.   Regulation.
          -----------

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

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

     8.   Suitability.
          ------------

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

     9.   Prospectuses and Promotional Material.
          --------------------------------------

     United Investors shall furnish W&R with copies of all prospectuses,
financial statements, and other documents and materials which W&R reasonably
requests for use in connection with the distribution of the Policies.  United
Investors shall have responsibility for the preparation, filing, and printing of
all required prospectuses and/or registration statements in connection with the
Policies, and the payment of all related expenses.  W&R and United Investors
shall cooperate fully in designing, drafting, and reviewing sales promotion
materials, and with respect to the preparation of individual
<PAGE>

sales proposals related to the sale of the Policies. W&R shall not use any such
materials not provided or approved by United Investors.

     10.  Investigation and Proceedings.
          ------------------------------

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

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

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

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

     11.  Exclusivity.
          ------------

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

     12.  Benefit.
          --------

     This Agreement shall inure to the benefit of and be binding upon the
successors of the parties hereto.

     13.  Liability.
          ----------
<PAGE>

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

     14. Notices.
         --------

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

          (a)  If to United Investors:

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

          (b)  If to W&R:

               Waddell & Reed, Inc.
               6300 Lamar Avenue
               Overland Park, Kansas 66202
               Attention: General Counsel

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

     15. Amendment.
         ----------

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

     16. Severability.
         -------------

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

     17. Termination.
         ------------

     This Agreement shall be effective upon its execution.  It may be terminated
at any time by either party hereto on 60 days' written notice to the other party
hereto, without the payment of any penalty.  Upon termination of this Agreement,
all
<PAGE>

authorizations, rights and obligations shall cease except (i) the obligation to
settle accounts hereunder, issued pursuant to applications received by United
Investors prior to the termination and (ii) the agreements contained in
paragraph 9 hereof.

     18. Applicable Law.
         ---------------

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

     19. Counterparts.
         -------------

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

     20. Restatement.
         ------------

     This Agreement amends, restates and supercedes the Principal Underwriting
Agreement between the parties dated May 1, 1990.



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


(seal)
Attest:                             UNITED INVESTORS LIFE
                                    INSURANCE COMPANY

____________________________        By:_______________________________

Title:______________________        Title:____________________________
<PAGE>

(seal)
Attest:                             WADDELL & REED, INC.


____________________________        By:_______________________________

Title:______________________        Title:____________________________
<PAGE>

                                  SCHEDULE A

                            W&R COMMISSION SCHEDULE

       For Applications Dated January 1, 1999 through December 31, 1999

                                          First        2nd-10th      11th-20th
Product                                Policy Year   Policy Years   Policy Years
- -------                                -----------   ------------   ------------
Advantage Plus
  Advantage Plus Target Premium            75.0%          5.0%          2.0%
  Advantage Plus Excess Premium             5.0%          5.0%          2.0%

(Target Premium is determined as described in the Target Annual Premium Chart in
Attachment A. If a policy owner elects to increase the face amount, the first
year commission rate will be paid on premiums received in the year after the
increase that are attributable to the increase, up to the Target Premium for the
increase.)

Product                                  Commission Rates
- -------                                  ----------------

Advantage I Variable Life       7.39% of premiums received, payable semi-monthly
Advantage II Variable Annuity
  Issue Ages 0-80               7.75% of premiums received, payable semi-monthly
  Issue Ages 81-85              3.88% of premiums received payable semi-monthly

                     For Period Commencing January 1, 2000
                     -------------------------------------

Product                                  Commission Rates
- -------                                  ----------------

Advantage Plus                   Same as above.
Advantage I Variable Life        Same as above.

Variable Annuities:

     (1) United Investors agrees to pay W&R a commission of 7.75% of premiums
     received on variable annuities issued on or after January 1, 2000. These
     commissions are payable semi-monthly. In addition, United Investors agrees
     to pay W&R Incentive Compensation and a Mortality and Expense Sharing Fee
     as follows:

     (a) Monthly incentive compensation ("Incentive Compensation") is equal to
     .20% x 1/12 x (A), where (A) is:

          The Net Asset Value of the United Investors Annuity Variable Account
under





<PAGE>

               that certain Variable Accounts Distribution Contract
               between United Investors and Target/United Funds, Inc., dated
               April 4, 1997, as amended, (the "Distribution Contract"), but
               only for variable annuities issued by United Investors prior to
               January 1, 2000.

          (b) The monthly mortality and expense sharing fee ("Mortality and
          Expense Sharing Fee") is equal to .25% x 1/12 x (B), where (B) is:

               The Net Asset Value of the United Investors Annuity Variable
               Account under the Distribution Contract, but only for variable
               annuities issued by United Investors issued on or after January
               1, 2000.

          (c) Net Asset Value for any calendar month is the average of the net
          asset value on the opening of business on the first day of that month
          and the close of business on the last day of that month.  The
          Incentive Compensation and the Mortality and Expense Sharing Fee are
          payable by the last day of the month following the month they are
          earned.

          (d) United Investors' obligation to pay the Incentive Compensation
          terminates upon termination of this Agreement, effective in the month
          in which notice of termination is given, but United Investors'
          obligation to pay the Mortality and Expense Sharing Fee survives
          termination of this Agreement, except as provided in section 2.4  of
          the "Agreement" of even date herewith between United Investors, and
          W & R and W & R Insurance Agency, Inc. (referred to collectively
          therein as the "W & R Group").

<PAGE>

                                  SCHEDULE B


                 THIRD PARTY BROKER/DEALER COMMISSION SCHEDULE
                 ---------------------------------------------



                           [To be provided by UILIC]
<PAGE>

                                 ATTACHMENT A

                             TARGET PREMIUM CHART
                             --------------------



                           [To be provided by UILIC]
<PAGE>

                                  SCHEDULE C

                           REQUIRED PRODUCT FEATURES
                   OF NEW DEFERRED VARIABLE ANNUITY PRODUCT
                   ----------------------------------------



Mortality and Expense      1.25%
Risk Charge

Administrative Charge       .15%

Withdrawal Charge          7% of amounts withdrawn during the first year after
                           deposit, decreasing by 1% on each anniversary of the
                           deposit to 0% seven years after deposit.  The
                           withdrawal charge is calculated on each deposit from
                           the date of that deposit, on a "first in-first out"
                           basis.

Annual Policy Fee          $25.00 per policy, waived for account values
                           (greater than) $25,000.

<PAGE>

                           Annuity Policy, Form VA99
<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.




         SECRETARY                                PRESIDENT

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

ANNUITANT:          JOHN DOE           ISSUE AGE:             35 MALE

POLICY DATE:        NOV 01, 1999       POLICY NUMBER:         1234567

ANNUITY BENEFIT                        INITIAL PURCHASE
DATE:               NOV 01, 2054       PAYMENT:               $10,000.00


                        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>
<CAPTION>
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.
<PAGE>

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.



                                     PAGE 2

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

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

ANNUITANT:       JOHN DOE                   ISSUE AGE AND SEX:       35 MALE

POLICY DATE:     NOV 01, 1999               POLICY NUMBER:           1234567

ANNUITY BENEFIT                             INITIAL PURCHASE
DATE:            NOV 01, 2054               PAYMENT:                 $10,000.00

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

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

                                    PAGE 3
<PAGE>

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


VARIABLE ACCOUNT:   UNITED INVESTORS ADVANTAGE GOLD VARIABLE ACCOUNT
- --------------------------------------------------------------------------------
                             INVESTMENT DIVISIONS
- --------------------------------------------------------------------------------
EACH MUTUAL FUND PORTFOLIO REPRESENTS A SEPARATE INVESTMENT DIVISION OF THE
VARIABLE ACCOUNT.  ASSETS OF EACH INVESTMENT DIVISION ARE INVESTED IN A
CORRESPONDING MUTUAL FUND PORTFOLIO.
- --------------------------------------------------------------------------------
MUTUAL FUND:   TARGET/ UNITED FUNDS, INC.
- --------------------------------------------------------------------------------

        PORTFOLIOS:                                INITIAL PREMIUM ALLOCATION:

        ASSET STRATEGY PORTFOLIO                                0%
        BALANCED PORTFOLIO                                      0%
        BOND PORTFOLIO                                         10%
        GROWTH PORTFOLIO                                        0%
        HIGH INCOME PORTFOLIO                                  50%
        INCOME PORTFOLIO                                        0%
        INTERNATIONAL PORTFOLIO                                 0%
        LIMITED-TERM BOND PORTFOLIO                            30%
        MONEY MARKET PORTFOLIO                                  0%
        SCIENCE AND TECHNOLOGY PORTFOLIO                        0%
        SMALL CAP PORTFOLIO                                     0%



        FIXED ACCOUNT:                                         10%


                                     PAGE 3A
<PAGE>

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

                          2. POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------

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

<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.

                                     PAGE 4
<PAGE>

- --------------------------------------------------------------------------------
                          2.  POLICY DATA (CONTINUED)
- --------------------------------------------------------------------------------
              FIXED ACCOUNT - TABLE OF GUARANTEED MINIMUM VALUES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                     GUARANTEED INTEREST RATE: 3.00%

                     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.

                                     PAGE 4A
<PAGE>

                              3. AMOUNT OF PROCEEDS
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------

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 90th birthday (or the Annuitant's 90th 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.

                                    PAGE 5

<PAGE>




                                5. DEATH BENEFIT
- --------------------------------------------------------------------------------

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 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 90/th/ 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.

                                     PAGE 6
<PAGE>

                           6. OWNER AND BENEFICIARY
- --------------------------------------------------------------------------------

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

BENEFICIARY - The 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
- --------------------------------------------------------------------------------
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);

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.

                                    PAGE 7

<PAGE>

                              8. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

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.

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.

                                    PAGE 8

<PAGE>

                                ANNUITY TABLES
- -------------------------------------------------------------------------------

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

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

          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

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



<PAGE>

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

       GUARANTEED MONTHLY LIFE ANNUITY PAYMENTS PER $1,000 PROCEEDS APPLIED
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                  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


<PAGE>


                                9. WITHDRAWALS
- -------------------------------------------------------------------------------

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.  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
- -------------------------------------------------------------------------------

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.

                                    PAGE 10
<PAGE>



                              11.  FIXED ACCOUNT
- --------------------------------------------------------------------------------

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

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

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

a.  the 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.


                             12. VARIABLE ACCOUNT
- --------------------------------------------------------------------------------

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.

                                    PAGE 11
<PAGE>


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

THE INVESTMENT DIVISIONS - Each of the Investment Divisions is part of a
Variable Account of ours. The Variable Account and the Investment Divisions
available as of the Policy Date are named under Policy Data. 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.

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.

                                    PAGE 12

<PAGE>


                      13. INVESTMENT DIVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

CHANGES IN THE INVESTMENT DIVISIONS - This would happen if laws or regulations
changed, we added Investment Divisions, the mutual fund portfolio became
unavailable or, in our 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.

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.

                                    PAGE 13


<PAGE>

                                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.

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 14
<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
<PAGE>

while the Owner is Totally Disabled provided that:

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

                              Secretary 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>

                                  Application
<PAGE>

APPLICATION FOR VARIABLE ANNUITY POLICY           United Investors Life Ins. Co.
(Please Print or Type)                            P.O. Box 10287
                                                  Birmingham, AL 35202-0287

<TABLE>
<S>                 <C>                                                    <C>
1. POLICY
   OWNER:           _____________________________________                  _______________________________
                    Name  (First) (Middle) (Last)                          Social Security No.
Maximum
                    ____________________________        ____________________
Issue Age:          DOB      (Mo./Day/Yr.)              Age (Last Birthday)               Sex: ( ) M   ( ) F
  90                ____________________________________________             ____________________________
                    Street  Address                                          (Area Code) Telephone Number

                    ____________________________________________
                    City              State          Zip

2.  POLICY          ________________________________________                 ___________________________________
    OWNER:          Name (First) (Middle) (Last)                              Social Security No. or Taxpayer ID
  Complete, if
  other than        ____________________________        ___________________
  Annuitant in      DOB         (Mo./Day/Yr.)           Age (Last Birthday)               Sex: ( ) M   ( ) F
  Section1.
  Maximum           ____________________________________________       ____________________________
  Issue Age:        Street  Address                                    (Area Code) Telephone Number
    90              ______________________________________________
                    City              State          Zip

3.  JOINT
    OWNER:          ___________________________________________        _____________________________________
   (If Any)                 Name (First) (Middle) (Last)                Social Security No. or Taxpayer ID
   Maximum
  Issue Age:        ____________________________        ___________________
     90             DOB         (Mo./Day/Yr.)           Age  (Last Birthday)              Sex: ( ) M  ( ) F

                    ____________________________________________          ____________________________
                    Street  Address                                       (Area Code) Telephone Number
                    ____________________________________________
                    City              State          Zip
                    ____________________________________________
                    Relationship to Owner

4.  BENEFICIARY:

    Primary:        _________________________________________          __________________________________
                    Name (First) (Middle) (Last)                       Social Security No. or Taxpayer ID

                    ____________________________          _______________________________________________
                    DOB         (Mo./Day/Yr.)                          Relationship to Owner

    Contingent:     ____________________________________________       __________________________________
                    Name (First) (Middle) (Last)                       Social Security No. or Taxpayer ID

                    ____________________________          _______________________________________________
                    DOB         (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)
</TABLE>
<PAGE>

        ( ) 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, or 10 years from the
    Policy Date, if later, will be used unless otherwise indicated here.)

Form U-1528, Ed. 10-99                            Page 1

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:)
            Company(s)                            Policy Number(s)
       _____________________                  _________________________________
       _____________________                  _________________________________
    b. Is this a 1035 exchange? ( ) Yes ( ) No    (If "Yes," attach Form U-622)

10. Purchase Payment Allocation: (Whole percentages only)
       Asset Strategy  __________%           Income                __________%
       Balanced        __________%           International         __________%
       Bond            __________%           Limited-Term Bond     __________%
       Fixed Account   __________%           Money Market          __________%
       Growth          __________%           Science & Technology  __________%
       High Income     __________%           Small Cap             __________%

                                                 Total                    100%

11. ( ) Telephone Transfer Authorization: (If selected, 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: Automatic transfer of a pre-selected amount from
    the Fixed Account and/or the Money Market Investment Division to any of the
    other Investment Divisions.

       Select Transfer Frequency: ( ) Monthly ( ) Quarterly ( ) Semi-Annual
       ( ) Annual
       Enter day of the month transfers are to be made:----------(1st - 28/th/).
       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 unit
       values determined on the date of each transfer.

       Select Transfer Method: (select one)
       ( ) Dollar Amount: (Total Amount Minimum $100)
               ( ) Fixed Account $_------- + ( ) Money Market $ -------- = Total
               Amount $ -----------------

       ( ) Percentage Transfer:-------------% (Whole percentages only)
               Note: If both accounts are selected, the percentage you specify
               will be transferred from each account.
               ( ) Fixed Account    and/or    ( ) Money Market

       ( ) Reduce Account to Zero over Specified Period: Beginning Date: -------
       Ending Date:--------
               ( ) Fixed Account    and/or    ( ) Money Market

       Transfer Amounts To: (If Dollar Amount is selected above, please enter
       dollar amounts below with a $25 minimum for each Investment Division
       selected. If Percentage Transfer or Reduce Amount to Zero over Specified
       period is selected, please enter percentage amounts below. (Percentage
       amounts must be entered in whole percentages only and must total 100%.)

                    Asset Strategy ___________        Income            _______
                    Balanced       ___________        International     _______
                    Bond           ___________        Limited-Term Bond _______
<PAGE>

          Growth _____________                 Science & Technology ____________

          High Income ____________             Small Cap _____________


13. ( ) Automatic Asset Rebalancing: Automatic rebalancing of the accounts in
    your Policy according to your current Purchase Payment Allocation
    instructions. If you have selected the Fixed Account and/or Money Market for
    Dollar Cost Averaging above, you may not include that account in your
    Automatic Asset Rebalancing program.

        Select Rebalancing Frequency:   ( ) Quarterly ( ) Semi-Annual ( ) Annual
        Select Day of Rebalancing:    ____________(1/st/- 28/th/)

    Form U-1528, Ed. 10-99                    Page 2

    14. ( ) Interest Sweep: Automatic transfer of interest from the Fixed
        Account to any of the other Investment Divisions.

        Select Frequency of Transfer:   ( ) Monthly ( ) Quarterly ( ) Semi-
        Annual ( ) Annual

        Transfer To: (Whole percentages only)
         Asset Strategy __________%         International        __________%
         Balanced       __________%         Limited-Term Bond    __________%
         Bond           __________%         Money Market         __________%
         Growth         __________%         Science & Technology __________%
         High Income    __________%         Small Cap            __________%
         Income         __________%
                                            Total                       100%

15. Suitability:                                            Owner's Initials
    Is the premium shown less than 20% of your net worth?    ( ) Yes ( ) No ____
    (If "No," attach Suitability Statement signed by Agent.) ( ) Yes ( ) No ____
    I have received a current prospectus for the variable
    annuity and any funds selected.

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)

<TABLE>
<S>                                         <C>
_________________________________           _____________________________________________________
Signature of Owner                          Signature of Proposed Annuitant (If Other than Owner)

_________________________________
Signature of Joint Owner (If Any)
        ( ) Check Here to Receive a Statement of Additional Information
</TABLE>

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): $ _____________
<PAGE>

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)
Special Remarks/Consideration:__________________________________________________
     ___________________________________________________________________________

Form U-1528, Ed. 10-99                       Page 3

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

______________________________    _________  ___________   _______    __________
Agent's Name (Please Print)       Agent No.  Reg/Div No.     Date     Phone No.
______________________________                     _____________________________
Signature of Agent                                 Signature of Division Manager

Form U-1528, Ed. 10-99          Page 4

________________________________________________________________________________
                           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

<PAGE>

                              Opinion of Counsel
<PAGE>

January 10, 2000

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

Gentlemen:

     With reference to the Registration Statement for the United Investors
Advantage Gold Variable Account filed on form N-4 (File No. 333-89797) with the
Securities and Exchange Commission covering flexible premium deferred variable
annuity policies. I have examined such documents and such law as I considered
necessary and appropriate, and on the basis of such examination, it is my
opinion that:

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

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

     3.   The flexible premium deferred variable annuity policies, when issued
          as contemplated by said Form N-4 Registration Statement, will
          constitute legal, validly issued and binding obligations of United
          Investors Life Insurance Company.

     I hereby consent to the filing of this opinion as an Exhibit to said N-4
Registration Statement.

                                        Very truly yours,

                                        /s/ John H. Livingston

                                        John H. Livingston
                                        Secretary and Counsel



<PAGE>

                  Consent of Sutherland Asbill & Brennan LLP
<PAGE>

                                January 18, 2000


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

          RE: United Investors Advantage Gold Variable Account
              Form N-4 File No. 333-89797
              ------------------------------------------------

Gentlemen:

          We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Information filed as part of Pre-
Effective Amendment No. 1 to the Registration Statement on Form N-4 filed by
United Investors Life Insurance Company for certain variable annuity policies
(File No. 333-89797). In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.

                              Very truly yours,

                              SUTHERLAND ASBILL & BRENNAN LLP



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

<PAGE>

                              Consent of KPMG LLP
<PAGE>

Exhibit 10(b)



                             Accountants' Consent

The Board of Directors of
United Investors Life Insurance Company



We consent to the use of our report dated January 29, 1999, relating to 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, as contained in Pre-Effective Amendment No. 1 to
Form N-4 for Advantage Gold Variable Account. We also consent to the reference
to our firm under the heading "Experts" in the Statement of Additional
Information.

                              /s/ KPMG LLP



Birmingham, Alabama
January 21, 2000

<PAGE>

                         Performance Data Calculations
<PAGE>

                                                                      EXHIBIT 13

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                                BOND SUBACCOUNT
          12.48 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                              A                B              C           D
                         Value of One     Value of One      Annual
                         Accumulation     Accumulation    Maintenance               Standard Average    Non-Standard Average*
                                                                                    ----------------    --------------------
                         at Beginning        at End          Charge     Withdrawal
        Period            of Period        of Period         Factor       Charge     ERV(n)      T       ERV(n)      T
        ------          --------------    -------------    ---------    ----------  -------      -       -----       -
<S>                    <C>                <C>             <C>         <C>         <C>         <C>      <C>         <C>
07/13/87 to 12/31/87       1.0000000         1.0254729      0.000234               1,025.24
12/31/87 to 12/31/88       1.0254729         1.0868656      0.000500               1,086.10
12/31/88 to 12/31/89       1.0868656         1.1931290      0.000500               1,191.75
12/31/89 to 12/31/90       1.1931290         1.2531851      0.000500               1,251.14
12/31/90 to 12/31/91       1.2531851         1.4251428      0.000500               1,422.19
12/31/91 to 12/31/92       1.4251428         1.5066828      0.000500               1,502.85
12/31/92 to 12/31/93       1.5066828         1.6637307      0.000500               1,658.75
12/31/93 to 12/31/94       1.6637307         1.5428510      0.000500               1,537.40
12/31/94 to 12/31/95       1.5428510         1.8309457      0.000500               1,823.71
12/31/95 to 12/31/96       1.8309457         1.8634118      0.000500               1,855.14
12/31/96 to 12/31/97       1.8634118         2.0124936      0.000500               2,002.63
12/31/97 to 12/31/98       2.0124936         2.1249469      0.000500               2,113.53
12/31/98 to 12/31/99       2.1249469         2.0595300      0.000500    0.00%      2,047.41    5.91%    2,047.41    5.91%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n = ERV

Where:

                      P          = A hypothetical initial payment of: $1,000
                                 = ERV(0)

                      T          = Average annual total return
                                 = ((ERV(13)/P) * (1/12.48))-1

                      n          = Number of years

                      ERV(n)     = Ending redeemable value at the end of year n
                                 = ERV(n-1) x ((b/a) - c)      for n = 1 to 12
                                 = ERV(12) x ((b/a) - c) - (d x P) for n = 13

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               BOND  SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99
<TABLE>
<CAPTION>
                                A                 B             C               D
                           Value of One     Value of One      Annual
                           Accumulation     Accumulation    Maintenance                Standard Average      Non-Standard Average *
                                                                                       ----------------      ----------------------
                           at Beginning        at End         Charge       Withdrawal
        Period              of Period        of Period        Factor         Charge     ERV(n)        T         ERV(n)         T
        ------              ---------        ---------        ------         ------     ------        -         ------         -
 <S>                    <C>              <C>              <C>            <C>           <C>           <C>       <C>           <C>
 12/31/94 to 12/31/95       1.5428510        1.8309457       0.000500                  1,186.23
 12/31/95 to 12/31/96       1.8309457        1.8634118       0.000500                  1,206.67
 12/31/96 to 12/31/97       1.8634118        2.0124936       0.000500                  1,302.61
 12/31/97 to 12/31/98       2.0124936        2.1249469       0.000500                  1,374.74
 12/31/98 to 12/31/99       2.1249469        2.0595300       0.000500         2.00%    1,311.73     5.58%      1,331.73     5.90%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P            = A hypothetical initial payment of:   $1,000
                            = ERV(0)

               T            = Average annual total return
                            = ((ERV(5)/P) * (1/5)) -1

               n            = Number of years

               ERV(n)       = Ending redeemable value at the end of year n
                            = ERV(n-1) x ((b/a) - c)          for n = 1 to 4
                            = ERV(4) x ((b/a) - c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- -----------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>


               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               BOND  SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A                 B                 C              D
 Value of One       Value of One         Annual
 Accumulation       Accumulation      Maintenance                      Standard Average        Non-Standard Average *
                                                                       ----------------        ----------------------
    Unit on            Unit on           Charge       Withdrawal
   12/31/98           12/31/99           Factor         Charge         ERV           T          ERV            T
   --------           --------           ------         ------         ---           -          ---            -
<S>                 <C>               <C>             <C>              <C>           <C>        <C>            <C>
   2.1249469          2.0595300         0.000500         6.00%        908.71      -9.13%       968.71       -3.13%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P       = A hypothetical initial payment of:     $1,000

                      T       = Average annual total return
                              = ((ERV/P) * (1/n)) -1

                      n       = Number of years                            1

                      ERV     = Ending redeemable value of the hypothetical initial payment
                              = P x ((b/a) - c) - (d x P)
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               BOND  SUBACCOUNT
                      TEN YEAR PERIOD ENDING    12/31/99

<TABLE>
<CAPTION>

                                A               B            C           D
                          Value of One    Value of One     Annual
                          Accumulation    Accumulation   Maintenance                Standard Average         Non-Standard Average*
                                                                                   ----------------         ---------------------
                          at Beginning       at End        Charge     Withdrawal
        Period              of Period       of Period      Factor       Charge       ERV(n)      T           ERV(n)         T
        ------              ---------       ---------      ------       ------       ------      -           ------         -
 <S>                      <C>             <C>            <C>         <C>            <C>          <C>         <C>            <C>
 12/31/89 to 12/31/90       1.1931290       1.2531851     0.000500                  1,049.84
 12/31/90 to 12/31/91       1.2531851       1.4251428     0.000500                  1,193.36
 12/31/91 to 12/31/92       1.4251428       1.5066828     0.000500                  1,261.05
 12/31/92 to 12/31/93       1.5066828       1.6637307     0.000500                  1,391.86
 12/31/93 to 12/31/94       1.6637307       1.5428510     0.000500                  1,290.04
 12/31/94 to 12/31/95       1.5428510       1.8309457     0.000500                  1,530.28
 12/31/95 to 12/31/96       1.8309457       1.8634118     0.000500                  1,556.65
 12/31/96 to 12/31/97       1.8634118       2.0124936     0.000500                  1,680.41
 12/31/97 to 12/31/98       2.0124936       2.1249469     0.000500                  1,773.47
 12/31/98 to 12/31/99       2.1249469       2.0595300     0.000500          0.00%   1,717.98     5.56%       1,717.98       5.56%
</TABLE>

This calculation uses the formula:

                        P ( 1 + T ) * n  =  ERV

Where:

                        P         = A hypothetical initial payment of:    $1,000
                                  = ERV(0)

                        T         = Average annual total return
                                  = ((ERV(10)/P) * (1/10)) -1

                        n         = Number of years

                        ERV(n)    = Ending redeemable value at the end of year n
                                  = ERV(n-1) x ((b/a)-c)       for n = 1 to 9
                                  = ERV(9) x ((b/a)-c)-(dxP)   for n = 10

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                            HIGH INCOME SUBACCOUNT
          12.48 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99


<TABLE>
<CAPTION>
                            A              B            C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance             Standard Average      Non-Standard Average *
                                                                            ----------------      --------------------
                       at Beginning      at End        Charge    Withdrawal
        Period           of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------         ------------   ------------    --------   ---------- --------      -       -----       -
<S>                    <C>             <C>           <C>         <C>        <C>           <C>     <C>         <C>
07/13/87 to 12/31/87      1.0000000      0.9886252    0.000234                988.39
12/31/87 to 12/31/88      0.9886252      1.1159159    0.000500              1,115.16
12/31/88 to 12/31/89      1.1159159      1.0608473    0.000500              1,059.57
12/31/89 to 12/31/90      1.0608473      0.9725976    0.000500                970.90
12/31/90 to 12/31/91      0.9725976      1.2696938    0.000500              1,266.99
12/31/91 to 12/31/92      1.2696938      1.4398353    0.000500              1,436.13
12/31/92 to 12/31/93      1.4398353      1.6622026    0.000500              1,657.21
12/31/93 to 12/31/94      1.6622026      1.5961998    0.000500              1,590.58
12/31/94 to 12/31/95      1.5961998      1.8570352    0.000500              1,849.70
12/31/95 to 12/31/96      1.8570352      2.0549613    0.000500              2,045.92
12/31/96 to 12/31/97      2.0549613      2.3055776    0.000500              2,294.41
12/31/97 to 12/31/98      2.3055776      2.3120522    0.000500              2,299.70
12/31/98 to 12/31/99      2.3120522      2.3693164    0.000500      0.00%   2,355.51     7.11%    2,355.51   7.11%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV
Where:

                      P          = A hypothetical initial payment of: $1,000
                                 = ERV(0)

                      T          = Average annual total return
                                 = ((ERV(13)/P) * (1/12.48)) - 1

                      n          = Number of years

                      ERV(n)     = Ending redeemable value at the end of year n
                                 = ERV(n-1) x ((b/a) - c)       for n = 1 to 12
                                 = ERV(12) x ((b/a) - c) - (d x P) for n = 13

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                            HIGH INCOME SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                            A                B               C             D
                        Value of One     Value of One       Annual
                        Accumulation     Accumulation     Maintenance                  Standard Average      Non-Standard Average *
                                                                                       ----------------      ----------------------
                        at Beginning        at End          Charge       Withdrawal
        Period            of Period        of Period        Factor         Charge      ERV(n)        T       ERV(n)           T
        ------            ----------       ----------       ------         ------      ------        -       ------           -
 <S>                    <C>              <C>              <C>            <C>           <C>          <C>      <C>              <C>
 12/31/94 to 12/31/95      1.5961998       1.8570352       0.000500                    1,162.91
 12/31/95 to 12/31/96      1.8570352       2.0549613       0.000500                    1,286.27
 12/31/96 to 12/31/97      2.0549613       2.3055776       0.000500                    1,442.50
 12/31/97 to 12/31/98      2.3055776       2.3120522       0.000500                    1,445.83
 12/31/98 to 12/31/99      2.3120522       2.3693164       0.000500          2.00%     1,460.92     7.88%    1,480.92         8.17%
</TABLE>

This calculation uses the formula:

             P ( 1 + T ) * n  =  ERV

Where:

             P        = A hypothetical initial payment of:    $1,000
                      = ERV(0)

             T        = Average annual total return
                      = ((ERV(5)/P) * (1/5)) - 1

             n        = Number of years

             ERV(n)   = Ending redeemable value at the end of year n
                      = ERV(n-1) x ((b/a) - c)          for n = 1 to 4
                      = ERV(4) x ((b/a) - c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                            HIGH INCOME SUBACCOUNT
                        ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A                  B                C              D
 Value of One       Value of One         Annual
 Accumulation       Accumulation      Maintenance                      Standard Average        Non-Standard Average *
                                                                       ----------------        ----------------------
    Unit on            Unit on           Charge       Withdrawal
   12/31/98           12/31/99           Factor         Charge         ERV           T          ERV            T
   --------           --------           -----          ------         ---           -          ---            -
<S>                 <C>               <C>             <C>              <C>           <C>       <C>             <C>
  2.3120522          2.3693164         0.000500          6.00%       964.27       -3.57%     1,024.27       2.43%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P    = A hypothetical initial payment of:      $1,000

                      T    = Average annual total return
                           = ((ERV/P) * (1/n)) - 1

                      n    = Number of years                             1

                      ERV  = Ending redeemable value of the hypothetical initial payment
                           = P x ((b/a) - c) - (d x P)
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                            HIGH INCOME SUBACCOUNT
                      TEN YEAR PERIOD ENDING    12/31/99

<TABLE>
<CAPTION>

                               A                  B                C            D
                         Value of One        Value of One       Annual
                         Accumulation        Accumulation     Maintenance               Standard Average      Non-Standard Average *
                                                                                        ----------------      ----------------------
                         at Beginning          at End           Charge     Withdrawal
        Period             of Period          of Period         Factor       Charge       ERV(n)      T        ERV(n)      T
        ------             ---------          ----------        -----        ------       ------      -        ------      -
 <S>                     <C>                <C>               <C>           <C>          <C>         <C>     <C>        <C>
 12/31/89 to 12/31/90      1.0608473          0.9725976        0.000500                    916.31
 12/31/90 to 12/31/91      0.9725976          1.2696938        0.000500                  1,195.76
 12/31/91 to 12/31/92      1.2696938          1.4398353        0.000500                  1,355.39
 12/31/92 to 12/31/93      1.4398353          1.6622026        0.000500                  1,564.04
 12/31/94 to 12/31/95      1.5961998          1.8570352        0.000500                  1,745.71
 12/31/95 to 12/31/96      1.8570352          2.0549613        0.000500                  1,930.90
 12/31/96 to 12/31/97      2.0549613          2.3055776        0.000500                  2,165.42
 12/31/97 to 12/31/98      2.3055776          2.3120522        0.000500                  2,170.41
 12/31/98 to 12/31/99      2.3120522          2.3693164        0.000500     0.00%        2,223.08    8.32%    2,223.08    8.32%
</TABLE>

This calculation uses the formula:

                       P ( 1 + T ) * n  =  ERV

Where:

                       P          = A hypothetical initial payment of:    $1,000
                                  = ERV(0)

                       T          = Average annual total return
                                  = ((ERV(10)/P) * (1/10)) - 1

                       n          = Number of years

                       ERV(n)     = Ending redeemable value at the end of year n
                                  = ERV(n-1) x ((b/a)-c)        for n = 1 to 9
                                  = ERV(9) x ((b/a)-c)-(dxP)    for n = 10

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               GROWTH SUBACCOUNT
          12.48 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                              A              B            C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance             Standard Average      Non-Standard Average *
                                                                            ----------------      --------------------
                       at Beginning      at End        Charge    Withdrawal
        Period           of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------            --------      ---------      ------      ------     -----       -       -----       -
<S>                    <C>              <C>           <C>        <C>        <C>           <C>     <C>         <C>
07/13/87 to 12/31/87      1.0000000     0.9609019     0.000234                960.67
12/31/87 to 12/31/88      0.9609019     1.0757207     0.000500              1,074.98
12/31/88 to 12/31/89      1.0757207     1.3531842     0.000500              1,351.71
12/31/89 to 12/31/90      1.3531842     1.2622594     0.000500              1,260.21
12/31/90 to 12/31/91      1.2622594     1.6927206     0.000500              1,689.34
12/31/91 to 12/31/92      1.6927206     2.0148857     0.000500              2,010.02
12/31/92 to 12/31/93      2.0148857     2.2625848     0.000500              2,256.12
12/31/93 to 12/31/94      2.2625848     2.2810362     0.000500              2,273.39
12/31/94 to 12/31/95      2.2810362     3.1113614     0.000500              3,099.79
12/31/95 to 12/31/96      3.1113614     3.4413045     0.000500              3,426.96
12/31/96 to 12/31/97      3.4413045     4.1118865     0.000500              4,093.03
12/31/97 to 12/31/98      4.1118865     5.1491461     0.000500              5,123.49
12/31/98 to 12/31/99      5.1491461     6.8025313     0.000500      0.00%   6,766.07      16.56%     6,766.07   16.56%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P       = A hypothetical initial payment of: $1,000
                              = ERV(0)

                      T       = Average annual total return
                              = ((ERV(13)/P) * (1/12.48)) - 1

                      n       = Number of years

                      ERV(n)  = Ending redeemable value at the end of year n
                              = ERV(n-1) x ((b/a) - c)       for n = 1 to 12
                              = ERV(12) x ((b/a) - c) - (d x P) for n = 13

Non-Standard Average Annual Total Return *
- ----------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               GROWTH SUBACCOUNT
                        ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A                  B                C              D
 Value of One       Value of One         Annual
 Accumulation       Accumulation      Maintenance                      Standard Average        Non-Standard Average *
    Unit on            Unit on           Charge       Withdrawal       ----------------        ----------------------
   12/31/98           12/31/99           Factor         Charge        ERV            T          ERV            T
   --------           --------           ------         ------        ---            -          ---            -
<S>                 <C>               <C>             <C>             <C>            <C>       <C>             <C>
  5.1491461          6.8025313          0.000500         6.00%     1,260.60        26.06%     1,320.60       32.06%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:     $1,000

                      T      = Average annual total return
                             = ((ERV/P) * (1/n)) -1

                      n      = Number of years                             1

                      ERV    = Ending redeemable value of the hypothetical initial payment
                             = P x ((b/a) - c) - (d x P)
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               GROWTH SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                             A                 B              C              D
                       Value of One      Value of One       Annual
                       Accumulation      Accumulation     Maintenance                  Standard Average      Non-Standard Average *
                                                                                       ----------------      ----------------------
                       at Beginning         at End           Charge      Withdrawal
        Period           of Period         of Period         Factor        Charge       ERV(n)       T        ERV(n)          T
        ------           ---------         ---------         ------        ------       ------       -        ------          -
 <S>                   <C>               <C>              <C>            <C>           <C>          <C>      <C>             <C>
 12/31/94 to 12/31/95    2.2810362         3.1113614        0.000500                   1,363.51
 12/31/95 to 12/31/96    3.1113614         3.4413045        0.000500                   1,507.42
 12/31/96 to 12/31/97    3.4413045         4.1118865        0.000500                   1,800.41
 12/31/97 to 12/31/98    4.1118865         5.1491461        0.000500                   2,253.68
 12/31/98 to 12/31/99    5.1491461         6.8025313        0.000500        2.00%      2,956.21     24.21%     2,976.21      24.37%
</TABLE>

This calculation uses the formula:

                P ( 1 + T ) * n  =  ERV

Where:

                P        = A hypothetical initial payment of:     $1,000
                         = ERV(0)

                T        = Average annual total return
                         = ((ERV(5)/P) * (1/5)) - 1

                n        = Number of years

                ERV(n)   = Ending redeemable value at the end of year n
                         = ERV(n-1) x ((b/a) - c)          for n = 1 to 4
                         = ERV(4) x ((b/a) - c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               GROWTH SUBACCOUNT
                      TEN YEAR PERIOD ENDING    12/31/99

<TABLE>
<CAPTION>
                             A              B            C             D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance               Standard Average      Non-Standard Average *
                                                                              ----------------      ----------------------
                       at Beginning      at End        Charge       Withdrawal
        Period           of Period      of Period      Factor        Charge     ERV(n)      T       ERV(n)          T
        ------           ---------      ---------      ------        ------     ------      -       ------          -
 <S>                   <C>            <C>           <C>            <C>        <C>           <C>     <C>
 12/31/89 to 12/31/90    1.3531842      1.2622594     0.000500                  932.31
 12/31/90 to 12/31/91    1.2622594      1.6927206     0.000500                1,249.78
 12/31/91 to 12/31/92    1.6927206      2.0148857     0.000500                1,487.02
 12/31/92 to 12/31/93    2.0148857      2.2625848     0.000500                1,669.08
 12/31/93 to 12/31/94    2.2625848      2.2810362     0.000500                1,681.86
 12/31/94 to 12/31/95    2.2810362      3.1113614     0.000500                2,293.23
 12/31/95 to 12/31/96    3.1113614      3.4413045     0.000500                2,535.27
 12/31/96 to 12/31/97    3.4413045      4.1118865     0.000500                3,028.03
 12/31/97 to 12/31/98    4.1118865      5.1491461     0.000500                3,790.37
 12/31/98 to 12/31/99    5.1491461      6.8025313     0.000500         0.00%  5,005.56     17.47%  5,005.56     17.47%
</TABLE>

This calculation uses the formula:

                       P ( 1 + T ) * n  =  ERV

Where:

                       P        = A hypothetical initial payment of:  $1,000
                                = ERV(0)

                       T        = Average annual total return
                                = ((ERV(10)/P) * (1/10)) - 1

                       n        = Number of years

                       ERV(n)   = Ending redeemable value at the end of year n
                                = ERV(n-1) x ((b/a)-c)        for n = 1 to 9
                                = ERV(9) x ((b/a)-c)-(dxP)    for n = 10

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               INCOME SUBACCOUNT
             8.47 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B            C             D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance                 Standard Average      Non-Standard Average *
                                                                                ----------------      --------------------
                       at Beginning      at End        Charge      Withdrawal
        Period           of Period      of Period      Factor        Charge       ERV(n)       T          ERV(n)       T
        ------           ---------      ---------      ------        ------       ------       -          ------       -
 <S>                   <C>            <C>           <C>            <C>           <C>          <C>        <C>          <C>
 07/16/91 to 12/31/91    1.0000000      1.0688784     0.000230                   1,068.65
 12/31/91 to 12/31/92    1.0688784      1.1984556     0.000500                   1,197.66
 12/31/92 to 12/31/93    1.1984556      1.3857352     0.000500                   1,384.22
 12/31/93 to 12/31/94    1.3857352      1.3501383     0.000500                   1,347.97
 12/31/94 to 12/31/95    1.3501383      1.7502203     0.000500                   1,746.74
 12/31/95 to 12/31/96    1.7502203      2.0643525     0.000500                   2,059.37
 12/31/96 to 12/31/97    2.0643525      2.5648022     0.000500                   2,557.58
 12/31/97 to 12/31/98    2.5648022      3.0591163     0.000500                   3,049.22
 12/31/98 to 12/31/99    3.0591163      3.3884394     0.000500         0.00%     3,375.96     15.46%     3,375.96     15.46%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P       = A hypothetical initial payment of:     $1,000
                              = ERV(0)

                      T       = Average annual total return
                              = ((ERV(9)/P) * (1/8.47)) - 1

                      n       = Number of years

                      ERV(n)  = Ending redeemable value at the end of year n
                              = ERV(n-1) x ((bfor)- c)     for n = 1 to 8
                              = ERV(8) x ((b/a)-c) - (dxP) for n = 9
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               INCOME SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
      A              B             C           D
 Value of One   Value of One     Annual
 Accumulation   Accumulation  Maintenance               Standard Average      Non-Standard Average *
                                                        ----------------      ----------------------
    Unit on        Unit on       Charge    Withdrawal
   12/31/98       12/31/99       Factor      Charge      ERV        T        ERV        T
   --------       --------       ------      ------      ---        -        ---        -
 <S>            <C>           <C>          <C>           <C>        <C>      <C>        <C>
   3.0591163      3.3884394     0.000500      6.00%    1,047.15   4.72%    1,107.15   10.72%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P   = A hypothetical initial payment of:      $1,000

               T   = Average annual total return
                   = (( ERV/P) * (1/n)) - 1

               n   = Number of years                       1

               ERV = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               INCOME SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99
<TABLE>
<CAPTION>
                             A              B              C           D
                        Value of One    Value of One     Annual
                        Accumulation    Accumulation  Maintenance               Standard Average    Non-Standard Average *
                                                                                ----------------    ----------------------
                        at Beginning      at End       Charge      Withdrawal
        Period           of Period      of Period      Factor        Charge     ERV(n)      T       ERV(n)      T
        ------           ---------      ---------      ------        ------     -----       -       -----       -
 <S>                    <C>             <C>            <C>         <C>          <C>         <C>     <C>         <C>
 12/31/94 to 12/31/95    1.3501383      1.7502203     0.000500                 1,295.83
 12/31/95 to 12/31/96    1.7502203      2.0643525     0.000500                 1,527.76
 12/31/96 to 12/31/97    2.0643525      2.5648022     0.000500                 1,897.36
 12/31/97 to 12/31/98    2.5648022      3.0591163     0.000500                 2,262.09
 12/31/98 to 12/31/99    3.0591163      3.3884394     0.000500        2.00%    2,484.48   19.96%   2,504.48   20.16%
 </TABLE>

This calculation uses the formula:

                    P ( 1 + T ) * n  =  ERV

Where:

                    P      = A hypothetical initial payment of:      $1,000
                           = ERV(0)

                    T      = Average annual total return
                           = ((ERV(5)/P) * (1/5)) - 1

                    n      = Number of years

                    ERV(n) = Ending redeemable value at the end of year n
                           = ERV(n-1) x ((b/a)- c)        for n = 1 to 4
                           = ERV(4) x ((b/a)- c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                           INTERNATIONAL SUBACCOUNT
             5.67 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B             C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance                     Standard Average      Non-Standard Average *
                       at Beginning      at End        Charge      Withdrawal
        Period          of Period       of Period      Factor        Charge            ERV(n)       T        ERV(n)         T
        ------          ---------       ---------      ------        ------            ------       -        ------         -
 <S>                    <C>             <C>         <C>            <C>               <C>           <C>        <C>         <C>
 05/03/94 to 12/31/94    1.0000000      0.9933133      0.000332                         992.98
 12/31/94 to 12/31/95    0.9933133      1.0506029      0.000500                       1,049.76
 12/31/95 to 12/31/96    1.0506029      1.1918490      0.000500                       1,190.36
 12/31/96 to 12/31/97    1.1918490      1.3706802      0.000500                       1,368.38
 12/31/97 to 12/31/98    1.3706802      1.8081209      0.000500                       1,804.40
 12/31/98 to 12/31/99    1.8081209      2.9490261      0.000500        2.00%          2,922.05     20.84%     2,942.05    20.98%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P     =  A hypothetical initial payment of:      $1,000
                            =  ERV(0)

                      T     =  Average annual total return
                            =  ((ERV(6)/P) * (1/5.67)) - 1

                      n     =  Number of years

                      ERV(n)=  Ending redeemable value at the end of year n
                            =  ERV(n-1) x ((bf/a) - c )      for n = 1 to 5
                            =  ERV(5) x ((b/a) - c) - (dxP)  for n = 6
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                           INTERNATIONAL SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A              B            C           D
 Value of One   Value of One     Annual
 Accumulation   Accumulation  Maintenance              Standard Average      Non-Standard Average *
                                                       ----------------      ----------------------
    Unit on        Unit on       Charge    Withdrawal
   12/31/98       12/31/99       Factor      Charge      ERV        T          ERV         T
   --------       --------       ------      ------      ---        -          ---         -
   <S>            <C>           <C>        <C>         <C>         <C>       <C>         <C>
   1.8081209      2.9490261     0.000500      6.00%    1,570.49    57.05%    1,630.49    63.05%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P   = A hypothetical initial payment of:            $1,000

               T   = Average annual total return
                   = ((ERV/P) * (1/n)) - 1

               n   = Number of years                                    1

               ERV = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                           INTERNATIONAL SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B            C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance             Standard Average      Non-Standard Average *
                                                                            ----------------      ----------------------
                         at Beginning      at End       Charge   Withdrawal
        Period             of Period      of Period     Factor     Charge     ERV(n)      T       ERV(n)      T
        ------             ---------      ---------     ------     ------     ------      -       ------      -
 <S>    <C>            <C>            <C>           <C>          <C>         <C>          <C>     <C>         <C>
 12/31/94 to 12/31/95      0.9933133      1.0506029    0.000500              1,057.18
 12/31/95 to 12/31/96      1.0506029      1.1918490    0.000500              1,198.78
 12/31/96 to 12/31/97      1.1918490      1.3706802    0.000500              1,378.05
 12/31/97 to 12/31/98      1.3706802      1.8081209    0.000500              1,817.15
 12/31/98 to 12/31/99      1.8081209      2.9490261    0.000500     2.00%    2,942.84   24.09%   2,962.84    24.26%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:  $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(5)/P) * (1/5)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x ((b/a)- c)        for n = 1 to 4
                             = ERV(4) x ((b/a)- c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                             SMALL CAP SUBACCOUNT
             5.67 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B             C          D
                        Value of One   Value of One     Annual
                        Accumulation   Accumulation  Maintenance                Standard Average    Non-Standard Average *
                                                                                ----------------    ----------------------
                        at Beginning      at End       Charge     Withdrawal
        Period           of Period      of Period      Factor       Charge     ERV(n)     T         ERV(n)         T
        ------           ---------      ---------      ------     ----------  --------    -         ------         -
 <S>                    <C>            <C>            <C>         <C>         <C>         <C>        <C>            <C>
 05/03/94 to 12/31/94    1.0000000      1.1979669     0.000332                1,197.64
 12/31/94 to 12/31/95    1.1979669      1.5628209     0.000500                1,561.79
 12/31/95 to 12/31/96    1.5628209      1.6711932     0.000500                1,669.31
 12/31/96 to 12/31/97    1.6711932      2.1662281     0.000500                2,162.95
 12/31/97 to 12/31/98    2.1662281      2.3661648     0.000500                2,361.50
 12/31/98 to 12/31/99    2.3661648      3.5480057     0.000500      2.00%     3,519.84   24.87%     3,539.84     25.00%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:  $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(6)/P) * (1/5.67)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x ((b/a)- c        for n = 1 to 5
                             = ERV(5) x ((b/a)- c) - (d x P)  for n = 6

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.



<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                          SMALL CAP SUBACCOUNT
                        ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A              B            C           D
 Value of One   Value of One     Annual
 Accumulation   Accumulation  Maintenance              Standard Average      Non-Standard Average *
                                                       ----------------      ----------------------
    Unit on        Unit on       Charge    Withdrawal
   12/31/98       12/31/99       Factor      Charge     ERV          T           ERV          T
   --------       --------       ------      ------     ---          -           ---          -
   <S>            <C>           <C>          <C>      <C>          <C>         <C>          <C>
   2.3661648      3.5480057     0.000500     6.00%    1,438.98     43.90       1,498.98     49.90%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P      = A hypothetical initial payment of:                $1,000

               T      = Average annual total return
                      = ((ERV/P) * (1/n)) - 1

               n      = Number of years                                        1

               ERV    = Ending redeemable value of the hypothetical initial
                        payment
                      = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                             SMALL CAP SUBACCOUNT
                       FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B            C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance             Standard Average      Non-Standard Average *
                                                                            ----------------      ----------------------
                        at Beginning     at End        Charge    Withdrawal
        Period           of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------           ---------      ----------     ------      ------     ------      -       ------      -
 <S>                    <C>             <C>           <C>        <C>         <C>        <C>     <C>         <C>
 12/31/94 to 12/31/95    1.1979669      1.5628209     0.000500               1,304.06
 12/31/95 to 12/31/96    1.5628209      1.6711932     0.000500               1,393.84
 12/31/96 to 12/31/97    1.6711932      2.1662281     0.000500               1,806.02
 12/31/97 to 12/31/98    2.1662281      2.3661648     0.000500               1,971.81
 12/31/98 to 12/31/99    2.3661648      3.5480057     0.000500      2.00%    2,935.69   24.03%   2,955.69   24.20%
 </TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:  $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(5)/P) * (1/5)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x ((b/a)- c)           for n = 1 to 4
                             = ERV(4) x ((b/a) - c) - (d x P)  for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                             BALANCED SUBACCOUNT
             5.67 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                             A              B            C           D
                       Value of One   Value of One     Annual
                       Accumulation   Accumulation  Maintenance                 Standard Average      Non-Standard Average *
                                                                                ----------------      ----------------------
                       at Beginning      at End        Charge    Withdrawal
        Period           of Period      of Period      Factor      Charge         ERV(n)      T           ERV(n)      T
        ------           ---------      ---------      ------      ------         ------      -           ------      -
 <S>                     <C>            <C>            <C>         <C>           <C>          <C>         <C>         <C>
 05/03/94 to 12/31/94    1.0000000      0.9871601     0.000332                    986.83
 12/31/94 to 12/31/95    0.9871601      1.2086662     0.000500                  1,207.77
 12/31/95 to 12/31/96    1.2086662      1.3245094     0.000500                  1,322.92
 12/31/96 to 12/31/97    1.3245094      1.5465383     0.000500                  1,544.02
 12/31/97 to 12/31/98    1.5465383      1.6558195     0.000500                  1,652.35
 12/31/98 to 12/31/99    1.6558195      1.7963484     0.000500      2.00%       1,771.76    10.62%       1,791.76   10.84%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      =  A hypothetical initial payment of:   $1,000
                             =  ERV(0)

                      T      =  Average annual total return
                             =  ((ERV(6)/P) * (1/5.67)) - 1

                      n      =  Number of years

                      ERV(n) =  Ending redeemable value at the end of year n
                             =  ERV(n-1) x ((b/a) - c)          for n = 1 to 5
                             =  ERV(5) x ((b/a) - c) - (dxP)    for n = 6
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.



<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                               BALANCED SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A              B            C           D
 Value of One   Value of One     Annual
 Accumulation   Accumulation   Maintenance                 Standard Average     Non-Standard Average *
                                                           ----------------     ----------------------
   Unit on        Unit on        Charge      Withdrawal
   12/31/98       12/31/99       Factor        Charge      ERV          T        ERV       T
   --------       --------       ------        ------      ---          -        ---       -
  <S>            <C>            <C>          <C>         <C>          <C>     <C>        <C>
  1.6558195      1.7963484      0.000500        6.00%    1,024.37     2.44%   1,084.37   6.44%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P   = A hypothetical initial payment of: $1,000

               T   = Average annual total return
                   = (( ERV/P) * (1/n)) - 1

               n   = Number of years                         1

               ERV = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                              BALANCED SUBACCOUNT
                      FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                                 A                 B               C             D
                           Value of One      Value of One        Annual
                           Accumulation      Accumulation      Maintenance                 Standard Average    Non-Standard Average*
                                                                                           ----------------    ---------------------
                            at Beginning         at End          Charge      Withdrawal
        Period               of Period         of Period         Factor        Charge      ERV(n)      T        ERV(n)      T
        ------               ---------         ---------         ------        ------      ------      -        ------      -
 <S>                        <C>                <C>              <C>          <C>          <C>        <C>       <C>        <C>
 12/31/94 to 12/31/95        0.9871601         1.2086662        0.000500                  1,223.89
 12/31/95 to 12/31/96        1.2086662         1.3245094        0.000500                  1,340.58
 12/31/96 to 12/31/97        1.3245094         1.5465383        0.000500                  1,564.63
 12/31/97 to 12/31/98        1.5465383         1.6558195        0.000500                  1,674.41
 12/31/98 to 12/31/99        1.6558195         1.7963484        0.000500        2.00%     1,795.68   12.42%    1,815.68   12.67%

This calculation uses the formula:

                        P ( 1 + T ) * n  =  ERV

Where:

                        P       = A hypothetical initial payment of:            $1,000
                                = ERV(0)

                        T       = Average annual total return
                                = ((ERV(5)/P) * (1/5)) - 1

                        n       = Number of years

                        ERV(n)  = Ending redeemable value at the end of year n
                                = ERV(n-1) x ((b/a) - c)       for n = 1 to 4
                                = ERV(4) x ((b/a) - c) - (d x P) for n = 5
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                         LIMITED TERM BOND SUBACCOUNT
                      FIVE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
                               A                B              C             D
                         Value of One     Value of One       Annual
                         Accumulation     Accumulation    Maintenance                 Standard Average    Non-Standard Average *
                                                                                      ----------------    ----------------------
                         at Beginning        at End          Charge      Withdrawal
        Period             of Period        of Period        Factor        Charge      ERV(n)      T        ERV(n)         T
        ------             ---------        ---------        ------        ------      ------      -        ------         -
 <S>                    <C>                 <C>             <C>          <C>          <C>         <C>      <C>            <C>
 12/31/94 to 12/31/95      0.9932921        1.1191968       0.000500                  1,126.25
 12/31/95 to 12/31/96      1.1191968        1.1448498       0.000500                  1,151.51
 12/31/96 to 12/31/97      1.1448498        1.2054710       0.000500                  1,211.90
 12/31/97 to 12/31/98      1.2054710        1.2668279       0.000500                  1,272.98
 12/31/98 to 12/31/99      1.2668279        1.2696072       0.000500       2.00%      1,255.14    4.65%    1,275.14       4.98%

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P          = A hypothetical initial payment of:               $1,000

                                 = ERV(0)

                      T          = Average annual total return
                                 = ((ERV(5)/P) * (1/5)) - 1

                      n          = Number of years

                      ERV(n)     = Ending redeemable value at the end of year n
                                 = ERV(n-1) x ((b/a) - c          for n = 1 to 4
                                 = ERV(4) x ((b/a) - c) - (d x P) for n = 5
</TABLE>

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.




<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                         LIMITED TERM BOND SUBACCOUNT
           5.67 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                               A              B             C           D
                         Value of One   Value of One      Annual
                         Accumulation   Accumulation   Maintenance             Standard Average    Non-Standard Average *
                                                                               ----------------    ----------------------
                         at Beginning      at End        Charge    Withdrawal
        Period             of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------             ---------      ---------      ------      ------     -----       --      -----       --
 <S>                     <C>              <C>          <C>         <C>        <C>          <C>     <C>        <C>
 05/03/94 to 12/31/94      1.0000000      0.9932921    0.000332                 992.96
 12/31/94 to 12/31/95      0.9932921      1.1191968    0.000500               1,118.33
 12/31/95 to 12/31/96      1.1191968      1.1448498    0.000500               1,143.40
 12/31/96 to 12/31/97      1.1448498      1.2054710    0.000500               1,203.37
 12/31/97 to 12/31/98      1.2054710      1.2668279    0.000500               1,264.02
 12/31/98 to 12/31/99      1.2668279      1.2696072    0.000500       2.00%   1,246.16     3.96%   1,266.16   4.25%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:     $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(6)/P) * (1/5.67)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x ((b/a) - c)         for n = 1 to 5
                             = ERV(5) x ((b/a) - c) - (d x P) for n = 6

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                         LIMITED TERM BOND SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A                  B                  C                 D
 Value of One        Value of One          Annual
 Accumulation        Accumulation        Maintenance                          Standard Average        Non-Standard Average *
                                                                              ----------------        ----------------------
    Unit on             Unit on            Charge           Withdrawal
   12/31/98             12/31/99           Factor             Charge           ERV          T           ERV            T
 -----------         ------------        -----------        ----------         ---          -           ---            -
 <S>                 <C>                 <C>                <C>              <C>         <C>          <C>            <C>

  1.2668279            1.2696072          0.000500             6.00%         941.69      -5.83%       1,001.69       0.17%
</TABLE>

This calculation uses the formula:

                    P ( 1 + T ) * n  =  ERV

Where:

            P      = A hypothetical initial payment of:          $1,000

            T      = Average annual total return
                   = ((ERV/P) * (1/n)) - 1

            n      = Number of years                                  1

            ERV    = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                           ASSET STRATEGY SUBACCOUNT
           4.67 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                                A              B            C           D
                         Value of One   Value of One     Annual
                         Accumulation   Accumulation  Maintenance             Standard Average      Non-Standard Average *
                                                                              ----------------      ----------------------
                         at Beginning      at End        Charge    Withdrawal
        Period             of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------             ---------      ---------      ------      ------     -----       -       ------      -
<S>                      <C>            <C>             <C>          <C>      <C>          <C>    <C>         <C>
 05/01/95 to 12/31/95      1.0000000      1.0085204     0.000334              1,008.19
 12/31/95 to 12/31/96      1.0085204      1.0542606     0.000500              1,053.41
 12/31/96 to 12/31/97      1.0542606      1.1846951     0.000500              1,183.21
 12/31/97 to 12/31/98      1.1846951      1.2836010     0.000500              1,281.40
 12/31/98 to 12/31/99      1.2836010      1.5550575     0.000500      3.00%   1,521.75    9.40%   1,551.75    9.86%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:     $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(5)/P) * (1/4.67)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x ((b/a) - c)           for n = 1 to 4
                             = ERV(4) x ((b/a) -  c) - (d x P) for n = 5

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                          ASSET STRATEGY SUBACCOUNT
                        ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
        A              B            C           D
  Value of One   Value of One     Annual
  Accumulation   Accumulation  Maintenance              Standard Average      Non-Standard Average *
                                                        ----------------      ----------------------
    Unit on        Unit on       Charge    Withdrawal
   12/31/98       12/31/99       Factor      Charge      ERV          T           ERV          T
   --------       --------       ------      ------      ---          -           ---          -
  <S>            <C>            <C>        <C>         <C>          <C>        <C>           <C>
  1.2836010      1.5550575      0.000500      6.00%    1,150.98     15.10%     1,210.98      21.10%
</TABLE>

This calculation uses the formula:

               P ( 1 + T ) * n  =  ERV

Where:

               P   = A hypothetical initial payment of: $1,000

               T   = Average annual total return
                   = ((ERV/P) * (1/n)) - 1

               n   = Number of years                         1

               ERV = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.
<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                        SCIENCE & TECHNOLOGY SUBACCOUNT
           2.74 YEAR PERIOD (Life of Subaccount) ENDING 12/31/99

<TABLE>
<CAPTION>
                               A              B            C           D
                         Value of One   Value of One     Annual
                         Accumulation   Accumulation   Maintenance            Standard Average    Non-Standard Average *
                                                                              ----------------    --------------------
                         at Beginning      at End        Charge    Withdrawal
        Period             of Period      of Period      Factor      Charge     ERV(n)      T       ERV(n)      T
        ------             ---------      ---------      ------      ------     ------      -       ------      -
 <S>                     <C>            <C>           <C>          <C>        <C>           <C>     <C>         <C>
 04/04/97 to 12/31/97      1.0000000      1.1502635     0.000371               1,149.89
 12/31/97 to 12/31/98      1.1502635      1.6561772     0.000500               1,655.07
 12/31/98 to 12/31/99      1.6561772      4.4835683     0.000500     5.00%     4,429.74    72.06%  4,479.74    72.77%
</TABLE>

This calculation uses the formula:

                      P ( 1 + T ) * n  =  ERV

Where:

                      P      = A hypothetical initial payment of:     $1,000
                             = ERV(0)

                      T      = Average annual total return
                             = ((ERV(3)/P) * (1/2.74)) - 1

                      n      = Number of years

                      ERV(n) = Ending redeemable value at the end of year n
                             = ERV(n-1) x (b/a) - c)             for n = 1 to 2
                             = ERV(2) x (((b/a) -  c) - (d x P)  for n = 3

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.

<PAGE>

               STANDARD AVERAGE ANNUAL TOTAL RETURN CALCULATION
                        SCIENCE & TECHNOLOGY SUBACCOUNT
                      ONE YEAR PERIOD ENDING 12/31/99

<TABLE>
<CAPTION>
       A                  B                   C                D
 Value of One        Value of One           Annual
 Accumulation        Accumulation        Maintenance                          Standard Average        Non-Standard Average *
                                                                              ----------------        ----------------------
    Unit on            Unit on              Charge          Withdrawal
   12/31/98            12/31/99             Factor            Charge           ERV         T            ERV          T
   --------            --------             ------            ------           ---         -            ---          -
<S>                  <C>                 <C>                <C>               <C>          <C>          <C>          <C>
  1.6561772           4.4835683            0.000500            6.00%        2,646.68    164.67%       2,706.68    170.67%
</TABLE>

This calculation uses the formula:

            P ( 1 + T ) * n  =  ERV
 Where:

            P      = A hypothetical initial payment of:                $1,000

            T      = Average annual total return
                   = ((ERV/P) * (1/n)) - 1

            n      = Number of years                                        1

            ERV    = Ending redeemable value of the hypothetical initial payment
                   = P x ((b/a) - c) - (d x P)

Non-Standard Average Annual Total Return *
- ------------------------------------------

The non-standard average annual total return is calculated in the same manner as
the standard average annual total return except that the withdrawal charge
percentage will be assumed to be 0%.


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