UNITED INVESTORS LIFE VARIABLE ACCOUNT
497, 1994-04-29
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                     U N I T E D   I N V E S T O R S

                     A D V A N T A G E  I (SM)

                     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                     PROSPECTUS
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                     This Prospectus describes the Flexible Premium Variable
                     Life Insurance Policy ("Policy") issued by United
                     Investors Life Insurance Company ("United Investors").
                     While the Policy can be purchased with a single premium,
                     it provides some flexibility to pay additional premiums
                     if the Policyowner so desires. The Policy provides for
                     life insurance coverage on the named Insured up to age
                     95, for the accumulation of Policy Value, for loan
                     privileges while the Insured is living, and for other
                     features that usually are associated with conventional
                     life insurance policies. Generally, all policy loans,
                     surrenders, and maturity benefits are treated first as
                     distributions of taxable income and then as a return of
                     the basis or investment in the Policy. In addition, prior
                     to age 59 1/2, such distributions generally are subject
                     to a 10% penalty tax. However, unlike conventional
                     insurance, the Death Benefit may and the Policy Value
                     will vary based on the performance of the investments
                     made in one or more of the Investment Divisions of United
                     Investors Life Variable Account (the "Variable Account").

                     The amount of the Death Benefit will never be less than
                     the Minimum Death Benefit specified in the Policy while
                     the Policy is still in force. Additional premium payments
                     may be required to keep the Policy in force. No minimum
                     amount of Policy Value is guaranteed, so the Policyowner
                     bears the entire investment risk under this Policy.

                     It may not be advantageous to purchase a Policy as a
                     replacement for another type of life insurance or as a
                     means to obtain additional insurance protection if the
                     purchaser already owns a flexible premium variable life
                     insurance policy.

                     Because of the premium level contemplated under the
                     Policies, all Policies entered into after June 20, 1988,
                     will be treated as modified endowment contracts. (See
                     Federal Tax Matters.)

                     This Prospectus Must be Accompanied or Preceded by a
                     Current Prospectus For TMK/United Funds, Inc.
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                     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
                     THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
                     COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                     PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                     CRIMINAL OFFENSE.
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                     PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR
                     FUTURE REFERENCE.
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                     The Date of This Prospectus is April 29, 1994.

                     Issued By
                           United Investors Life Insurance Company
                           (a Missouri Stock Company)
                           2001 Third Avenue South
                           Birmingham, Alabama 35233
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                                                                   U-1003 (4-94)
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                               TABLE OF CONTENTS

<TABLE>
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 <C>                            <S>                                         <C>
 Definitions                    Definitions...............................    i
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 Summary                        Summary...................................    1
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 United Investors Life          United Investors Life Insurance Company...    3
 Insurance Company and          United Investors Life Variable Account....    3
 United Investors Life Variable TMK/United Funds, Inc. ...................    4
 Account
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 Policy Rights and Benefits     Death Benefit.............................    5
                                Changes in the Minimum Death Benefit......    6
                                Policy Value..............................    6
                                Policy Loans..............................    8
                                Surrenders................................    9
                                Transfers.................................    9
                                Dollar Cost Averaging.....................    9
                                Free Look Period..........................   10
                                Right to Exchange for Fixed Life
                                Insurance.................................   10
                                Voting Rights.............................   10
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 Premium Payment and            Issuance of a Policy......................   11
 Allocation                     Premiums..................................   11
                                Allocation of Premiums....................   11
                                Termination, Grace Period, and
                                Reinstatement.............................   12
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 Charges and Deductions         Mortality and Expense Risk Charge.........   13
                                Annual Deduction..........................   13
                                Additional Premium Charge.................   14
                                Federal Taxes.............................   14
                                Surrender Charge..........................   14
                                Fund Expenses.............................   14
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 Payment Options                Payment Options...........................   15
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 General Provisions             General Provisions........................   15
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 Distribution of the Policies   Distribution of the Policies..............   17
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 Federal Tax Matters            Federal Tax Matters.......................   17
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 Additional Information         Additional Information....................   21
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 Financial Statements           Financial Statements......................   23
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 Appendix A                     Appendix A................................  A-1
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 Appendix B                     Appendix B................................  B-1
</TABLE>

                   The Policy is not available in all States.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

THE PRIMARY PURPOSE OF THIS POLICY IS TO PROVIDE INSURANCE PROTECTION. NO CLAIM
IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR COMPARABLE TO AN INVESTMENT IN
A MUTUAL FUND.
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                         DEFINITIONS

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Accumulation Unit....... means an accounting unit used to calculate the Policy
                         Value.

Attained Age............ means the age of the Insured on his/her birthday
                         nearest a Policy Anniversary date (or the Policy
                         Date).

Beneficiary............. means the person or persons to whom this Policy's
                         Death Benefit is paid when the Insured dies.

Death Benefit........... means the amount payable under your Policy when the
                         Insured dies.

Fund.................... means the mutual fund available for investment by the
                         Variable Account on the Policy Date or as later
                         changed by us. The Fund available as of the date of
                         this prospectus is TMK/United Funds, Inc.

Grace Period Premium.... means that portion of the payment described in the
                         grace period provision of the Policy which represents
                         accrued and unpaid annual deductions.

In Force................ means the Insured's life remains insured under the
                         terms of the Policy.

Insured................. means the person whose life is insured by the Policy.

Issue Age............... means the age of the Insured on his/her birthday
                         nearest the Policy Date.

Loan Balance............ means all existing loans on a Policy plus any added
                         or accrued loan interest.

Maturity Date........... means the date on which the Proceeds are payable if
                         the Insured is living.

Minimum Death Benefit... means the least amount of Death Benefit payable while
                         the Policy remains in force. It is determined by the
                         Insured's age, sex and the amount of initial and
                         subsequent premiums paid.

Net Investment Factor... means the index applied to measure the investment
                         performance of an Investment Division from one
                         Valuation Period to the next.

Net premium............. means the premium paid less any deduction for sales
                         expenses and premium taxes.

Payee................... means the Beneficiary, or any other person, estate or
                         legal entity to whom benefits are to be paid.

Policy Anniversary...... means the same day and month as the Policy Date each
                         year that the Policy remains in force.

Policy Date............. means the date the Policy becomes effective, and the
                         date from which Policy Anniversaries and Policy Years
                         are determined.

Policyowner or Owner.... means the person named as the owner in the
                         application, unless he or she has assigned ownership
                         to someone else.

Policy Value............ means the Variable Account Value plus any Loan
                         Balance.

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

Proceeds................ means the amount payable under a Policy (a) upon the
                         death of the Insured, (b) on the Maturity Date, or
                         (c) upon the surrender of the Policy.


                                       i
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Surrender Value......... means the Policy Proceeds if the Policy is
                         surrendered in full prior to the Maturity Date. It is
                         the Policy Value, less any Loan Balance and any
                         applicable surrender charges.

Terminate............... means that the Policy is no longer in force. All
                         insurance coverage under a Policy is stopped.

Valuation Date.......... means a normal business day, Monday through Friday.
                         However, we will not value the Policy's Death
                         Benefits or Policy Value on any customary U.S.
                         business holiday that the New York Stock Exchange is
                         not open for trading. Those holidays currently are
                         New Year's Day, Presidents' Day, Good Friday,
                         Memorial Day, Independence Day, Labor Day,
                         Thanksgiving Day, and Christmas Day.

Valuation Period........ means the interval of time commencing at the close of
                         business of the New York Stock Exchange on each
                         Valuation Date and ending at the close of business of
                         the New York Stock Exchange on the next Valuation
                         Date.

Variable Account Value.. means the sum of all values of the Investment
                         Divisions of the Variable Account under the Policy.

We...................... means United Investors Life Insurance Company. "Us"
                         and "our" also refer to United Investors.

Written Request......... means a request in writing signed by the Policyowner.

You..................... means the Owner of this Policy. "Your" and "yours"
                         also refer to the Owner.

                                       ii
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                                    SUMMARY

  The following summary of Prospectus information should be read in conjunction
with the detailed information appearing elsewhere in this Prospectus. Unless
otherwise indicated the description of the Policy contained in this Prospectus
assumes that the Policy is in force and that there is no outstanding Loan
Balance.

  THE POLICY. The Flexible Premium Variable Life Insurance Policy described in
this Prospectus is a life insurance contract that provides for life insurance
coverage on the named Insured up to age 95, cash values, surrender rights,
policy loan privileges, and other features associated with conventional life
insurance. The Policy is a "variable" policy because, unlike the fixed benefits
of a conventional life insurance policy, the Death Benefit may, and the Policy
Value will, increase or decrease depending upon the investment experience of
the Investment Divisions of the Variable Account to which the Policyowner
allocates the premium. However, so long as the Policy is in force, the Death
Benefit will be at least equal to the Minimum Death Benefit specified in the
Policy.

  The Policy is issued in consideration of the application and payment of the
initial premium. The minimum initial premium is $5,000. The Policy can be
purchased for a single premium. However, additional premiums may be paid at the
Policyowner's option after the first Policy Year (within certain limits), and
additional premiums may be required in order to keep the Policy in force. No
Policy will be issued to an individual over age 75. The Policyowner determines
the allocation of the premium and Policy Value among the Investment Divisions
of the Variable Account.

  THE VARIABLE ACCOUNT. The Variable Account currently has nine Investment
Divisions. The Investment Divisions invest solely in shares of a corresponding
portfolio of TMK/United Funds, Inc. (the "Fund"), which currently has the
following nine separate investment portfolios: the Money Market Portfolio, the
Bond Portfolio, the High Income Portfolio, the Growth Portfolio, the Income
Portfolio, the International Portfolio, the Small Cap Portfolio, the Balanced
Portfolio and the Limited-Term Bond Portfolio (collectively, the "Portfolios").
Each of these Portfolios have a different investment objective. (See TMK/United
Funds, Inc.) The Policyowner may redistribute the Policy Value from one
Investment Division to one or more other Investment Divisions up to twelve
times per Policy Year at no cost. (See Transfers.)

  DEATH BENEFIT. So long as the Policy remains in force, the Death Benefit
payable will be the greater of the Minimum Death Benefit or the Policy Value
multiplied by the Death Benefit Factor. The Death Benefit proceeds will be
reduced by any outstanding Loan Balance. (See Death Benefit.)

  Death Benefits under the Policy may be paid in a lump sum or under one of the
payment options set forth in the Policy. (See Payment Options.)

  POLICY VALUE. On the Policy Date the Policy Value equals the amount of the
initial premium plus any accrued interest from the date of receipt of the
premium to the Policy Date. Thereafter, the Policy Value will increase or
decrease from day to day depending on the investment experience of the selected
Investment Divisions. There is no guaranteed minimum Policy Value. You may
surrender the Policy at any time for its Surrender Value, which is equal to the
Policy Value reduced by any Loan Balance and any applicable surrender charges.

  The Policy Value is equal to the Variable Account Value plus any Loan
Balance. The Variable Account Value is equal to the sum of the values of the
Investment Divisions under the Policy. The Policy's Variable Account Value will
reflect the investment performance of the selected Investment Divisions, any
Policy loan activity, the charges imposed in connection with the Policy, and
indirectly the expenses of the Fund. (See Policy Value.) Accordingly, although
the Policy offers the possibility that the Variable Account Value and Policy
Value will increase, there is no assurance that they will increase and they may
decrease.

  CHARGES AND DEDUCTIONS. United Investors does not impose any charge or
deduction against the initial premium prior to its allocation to the Variable
Account. Therefore the entire amount of the initial premium is invested in the
Variable Account for your benefit. However, there is a sales charge of a

                                       1
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maximum of 8.5% of the initial premium, which is deducted from the Policy Value
in ten equal annual installments, one on each of the first ten Policy
Anniversaries, of 0.85% of the initial premium. This charge does not apply
after the first ten Policy Years.

  A sales charge in the form of a surrender charge of 8% of the initial premium
is assessed for surrenders that occur in the first Policy Year. Thereafter the
charge decreases by 1% per year, so there is no charge on surrenders that occur
after the eighth Policy Year. (See Surrender Charge.) The combined total of
this surrender charge and the 0.85% sales charge deducted from Policy Value on
each of the first ten Policy Anniversaries will never exceed 8.5% of the
initial premium.

  For any additional premiums after the initial premium, excluding Grace Period
Premiums, a sales load of 6% of such premium, and a premium tax charge of 2.5%
of such premium, will be deducted prior to its allocation to the Variable
Account.

  On each of the first ten Policy Anniversaries, there are annual deductions of
.10% of the initial premium for underwriting and issue expenses and .25% of the
initial premium for state and local premium taxes incurred in connection with
the Policy. These charges do not apply after the first ten Policy Years.

  A daily charge, at an effective annual rate of .60% of the daily value of the
Investment Divisions, will be deducted from the Investment Divisions for United
Investors assumption of certain mortality and expense risks incurred in
connection with the Policy. (See Mortality and Expense Risk Charge.)

  A mortality charge is deducted on each Policy Anniversary to cover the cost
of insurance. This charge is based on the Policy's net amount at risk (which is
equal to the difference between the Death Benefit and the Policy Value as of
the end of the prior Policy Year) and on the attained age, sex and risk class
of the Insured. Annual cost of insurance rates will be determined by United
Investors based upon its expectations as to future mortality experience. The
current cost of insurance rates are not guaranteed but will not exceed the
maximum cost of insurance rates specified in the Policy.

  An additional deduction of $50 is made on each Policy Anniversary to
compensate United Investors for the cost of administering the Policy.

  The value of the net assets of the Investment Divisions also will reflect the
investment management fee and other expenses incurred by the Fund because the
Variable Account purchases shares of the Fund.

  POLICY LOANS. After the first Policy Year, the Policyowner may borrow up to
the loan value of the Policy from United Investors. It should be noted,
however, that a loan taken from, or secured by, a Policy may have Federal
income tax consequences. (See Federal Tax Matters.) The loan value is 90% of
the Policy Value, less any applicable surrender charges, interest to the next
Policy Anniversary and any existing Loan Balance. The minimum loan amount is
$200. Loan interest at 6% per year is accrued daily and is payable at the end
of the Policy Year. If loan interest is not paid when due, it is added to the
loan and is charged interest. Any outstanding Loan Balance will be deducted
from Proceeds payable on the Maturity Date, at the Insured's death, or upon
surrender. All or part of a loan may be repaid at any time while the Insured is
alive and the Policy is in force.

  A portion of the Policy Value sufficient to secure the loan will be
transferred from the Variable Account to United Investors' general account.
This amount is credited with interest at an effective annual rate of 4%
(currently, 6% is credited on loaned amounts that do not exceed the Policy
Value less total premiums paid) and does not share in the investment experience
of the Variable Account. Therefore, a loan will have a permanent impact on the
Policy Value even if it is repaid. (See Policy Loans.)

  "FREE LOOK" PERIOD. You may cancel a Policy by returning it within 10 days
after you receive the Policy. When we receive the Policy we will cancel it and
refund the premium that was paid, or the amount required by your state if
greater.

  During the Free Look period, your initial premium will be allocated to the
Money Market Investment Division. After the expiration of this period, the
Policy Value will be allocated to the Investment Divisions you have chosen, as
indicated in your application. (See Free Look Period.)

                                       2
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  TAX CONSEQUENCES OF THE POLICY. With respect to a Policy entered into before
October 21, 1988, or entered into after October 20, 1988, that is issued on the
basis of either a standard or preferred rate class, United Investors believes
that such a Policy should meet the definition of a life insurance contract for
Federal income tax purposes. As for a Policy entered into after October 20,
1988, that is issued on a substandard basis, it is not clear whether or not
such a Policy would qualify as a life insurance contract for Federal tax
purposes. Assuming that a Policy qualifies as a life insurance contract for
Federal income tax purposes, United Investors believes that the Death Benefits
paid under the Policy generally should be fully excludable from the gross
income of the beneficiary for Federal income tax purposes. Similarly, the Owner
should not be deemed in constructive receipt of cash values under a Policy
until there is a distribution from the Policy. A change of Policyowners may
have tax consequences depending on the particular circumstances. Generally, all
policy loans, surrenders, and maturity benefits are treated first as
distributions of taxable income and then as a return of the basis or investment
in the Policy. In addition, prior to age 59 1/2 such distributions generally
are subject to a 10% penalty tax. (Different rules may apply to Policies
entered into before June 21, 1988.) (See Federal Tax Matters.)

  ILLUSTRATIONS. Sample projections of hypothetical Death Benefits and Policy
Values are included starting at page A-1 of this Prospectus. These projections
of hypothetical values may be helpful in under-standing the long-term effects
of different levels of investment performance, the charges and deductions, and
generally in comparing this Policy to other life insurance policies. These
projections also show the value of the initial premium accumulated with
interest and indicate that if the Policy is surrendered in the early Policy
Years, the Policy Value payable may be low compared to the premium accumulated
at interest. This reflects the cost of insurance protection and other charges
prior to surrender, and demonstrates that the Policy should not be purchased as
a short-term investment.

  CORRESPONDENCE. All correspondence regarding the Policy should be addressed
or directed to the sales agent who sold the Policy or to United Investors at
the following address:

                         United Investors Life Insurance Company
                         Variable Products Division
                         P. O. Box 156 Birmingham, Alabama 35201-0156
                         Phone: (205) 325-4300

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

                  UNITED INVESTORS LIFE INSURANCE COMPANY AND
                     UNITED INVESTORS LIFE VARIABLE ACCOUNT

UNITED INVESTORS LIFE INSURANCE COMPANY

  United Investors Life Insurance Company is a stock life insurance company
that was incorporated in the State of Missouri on August 17, 1981, as the
successor to a company of the same name established in Missouri on September
27, 1961. United Investors is a wholly-owned subsidiary of United Investors
Management Company (formerly TMK/United, Inc.), which in turn is indirectly
owned by Torchmark Corporation. United Investors is principally engaged in
offering life insurance and annuity contracts and is admitted to do business in
the District of Columbia and all states except New York.

UNITED INVESTORS LIFE VARIABLE ACCOUNT

  United Investors Life Variable Account (the "Variable Account") is currently
divided into nine Investment Divisions. Each Investment Division invests
exclusively in shares of a single portfolio of the Fund. Income and both
realized and unrealized gains or losses from the assets of each Investment
Division are credited to or charged against that Investment Division without
regard to income, gains or losses from any other Investment Division of the
Variable Account or arising out of any other business United Investors may
conduct.

                                       3
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  Although the assets in the Variable Account are the property of United
Investors, the assets in the Variable Account attributable to the Policies are
not chargeable with liabilities arising out of any other business which United
Investors may conduct. The Variable Account was established by United Investors
as a segregated asset account on January 5, 1987. The Variable Account will
receive and invest the premiums allocated to it under the Policies.

  The Variable Account has been registered as a unit investment trust under the
Investment Company Act of 1940. Registration with the Securities and Exchange
Commission does not involve supervision of the management or investment
practices or policies of the Variable Account or United Investors by the
Commission and meets the definition of a separate account under the Federal
securities law.

TMK/UNITED FUNDS, INC.

  The Variable Account invests in shares of TMK/United Funds, Inc. (the
"Fund"), a mutual fund of the series type with nine separate investment
portfolios. The Fund currently has a Money Market Portfolio, a Bond Portfolio,
a High Income Portfolio, a Growth Portfolio, an Income Portfolio, an
International Portfolio, a Small Cap Portfolio, a Balanced Portfolio, and a
Limited-Term Bond Portfolio. The assets of each Portfolio of the Fund are held
separate from the assets of the other Portfolios. Thus, each Portfolio operates
as a separate investment Portfolio, and the income or losses of one Portfolio
have no effect on the investment performance of any other Portfolio.

  The investment objectives and policies of each Portfolio are summarized
below. There is no assurance that any of the Portfolios will achieve their
stated objectives. More detailed information, including a description of risks,
is in the Fund's prospectus, which accompanies this Prospectus and which should
be read carefully in conjunction with this Prospectus and retained.

  The Fund is designed to provide investment vehicles for variable annuity or
variable life insurance contracts of various insurance companies. For more
information about the risks associated with the use of the same funding vehicle
for both variable annuity and variable life insurance contracts of various
insurance companies, see the Fund's prospectus.

  The Fund currently offers the following nine Portfolios:

  The Money Market Portfolio seeks to maximize current income consistent with
stability of principal. It may invest in money market securities such as bank
obligations and instruments secured by bank obligations, commercial paper and
corporate debt obligations and obligations of the U.S. and Canadian Governments
or their respective agencies and instrumentalities. Investments in a money
market fund are neither insured nor guaranteed by the U.S. Government and there
is no assurance that the portfolio will be able to maintain a stable per share
net asset value.

  The Bond Portfolio seeks to provide current income with an emphasis on
preservation of capital. It will invest primarily in debt securities of varying
yields, quality and maturities.

  The High Income Portfolio primarily seeks high current income. As a secondary
goal it will seek capital growth when consistent with the primary goal. It will
invest primarily in high-yield, high risk fixed- income securities, but may
have up to 20% of its assets in common stocks. High-yield fixed-income
securities may have an increased risk of default and greater market price
volatility than higher rated securities due to various circumstances. See "Risk
Factors of High Yield Investing" in the TMK/United Funds, Inc. prospectus for a
further description of the risk factors.

  The Growth Portfolio primarily seeks capital growth. As a secondary goal it
will seek current income. It will invest primarily in common stocks or
securities convertible into common stocks.

  The Income Portfolio seeks to maintain current income, subject to market
conditions. It will invest primarily in common stocks or securities convertible
into common stocks.

                                       4
<PAGE>


  The International Portfolio primarily seeks long-term appreciation of capital
with a secondary goal of current income by investing primarily in securities
issued by companies or governments of any nation.

  The Small Cap Portfolio seeks capital growth through a diversified holding of
securities, primarily in the common stocks of, or securities convertible into
the common stocks of, relatively new or unseasoned companies, companies which
are in their early stages of development or smaller companies positioned in new
and emerging industries where the opportunity for rapid growth is above
average.

  The Balanced Portfolio primarily seeks current income with a secondary goal
of long-term appreciation of capital by investing in a variety of securities,
including debt securities, common stocks and preferred stocks.

  The Limited-Term Bond Portfolio seeks a high level of current income
consistent with preservation of capital by investing primarily in debt
securities of investment grade, including debt securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities. The Portfolio will
seek to maintain a dollar weighted average maturity of its portfolio of two to
five years.

FUND MANAGEMENT AND FEES

  Waddell & Reed Investment Management Company (the "Manager") is the manager
of the Fund and provides investment advisory services to the Fund. Waddell &
Reed, Inc. previously served as Manager to the Fund and a number of other
mutual funds. On January 8, 1992, subject to the authority of the Fund's Board
of Directors, Waddell & Reed, Inc. assigned its investment management duties
(and assigned its professional staff for investment management services) to the
Manager. Waddell & Reed, Inc. will continue to act as the Fund's distributor.
Waddell & Reed, Inc. has provided to the Fund certain undertakings and
guarantees in connection with the assignment. The Manager is a wholly-owned
subsidiary of Waddell & Reed, Inc. which is a direct subsidiary of Waddell &
Reed Financial Services, Inc. and an indirect subsidiary of United Investors
Management Company and Torchmark Corporation. The Manager provides investment
advice to and supervises investments of a number of mutual funds. The Manager
maintains a large staff of experienced investment personnel and a full
complement of related support facilities. Each Portfolio pays the Manager a fee
for managing its investments at the following annual rates: Money Market
Portfolio--.51 of 1% of net assets; Bond Portfolio--.54 of 1% of net assets;
High Income Portfolio--.66 of 1% of net assets; Growth Portfolio--.71 of 1% of
net assets; Income Portfolio--.71 of 1% of net assets; International
Portfolio--.81 of 1% of net assets; Small Cap Portfolio--.86 of 1% of net
assets; Balanced Portfolio--.61 of 1% of net assets; and Limited-Term Bond
Portfolio--.56 of 1% of net assets. These fees are the result of the
combination of two elements: (i) a specific fee computed on each Portfolio's
net asset value at the close of business each day at the following annual
rates: Money Market Portfolio--None; Bond Portfolio--.03 of 1% of net assets;
High Income Portfolio--.15 of 1% of net assets; Growth Portfolio--.20 of 1% of
net assets; Income Portfolio--.20 of 1% of net assets; International
Portfolio--.30 of 1% of net assets; Small Cap Portfolio--.35 of 1% of net
assets; Balanced Portfolio--.10 of 1% of net assets; and Limited-Term Bond
Portfolio--.05 of 1% of net assets; and (ii) a base fee computed each day on
the combined net asset values of all of the Portfolios and allocated among the
Portfolios based on their relative net asset size at the annual rate of .51 of
1%.

                           POLICY RIGHTS AND BENEFITS

DEATH BENEFIT

  The Policy pays a Death Benefit to the named Beneficiary if the Insured dies
while the Policy is in force. The Death Benefit will never be less than the
Minimum Death Benefit of the Policy as long as the Policy remains in force (the
proceeds will, of course, be reduced by any outstanding Policy loans). You will
be able to select from a range of initial Minimum Death Benefits. The Minimum
Death Benefit, at your option, can be the amount determined by treating the
premium paid as equal to 100% of Guideline Single

                                       5
<PAGE>

Premiums (as defined for federal tax purposes); or the Minimum Death Benefit
can be an amount not in excess of 133% of that amount. (See Termination, Grace
Period, and Reinstatement.) The Death Benefit is the greater of the Minimum
Death Benefit or the Policy Value on the date of death multiplied by the Death
Benefit Factor for the Insured's age shown in the Table in Appendix B. The
Policy Value will begin to vary on the Policy Date to reflect the investment
performance of the amounts allocated to the Investment Divisions of the
Variable Account. There is no guarantee that the Policy Value will increase (it
may decrease) nor is there any guarantee that the Death Benefit will increase
above the Minimum Death Benefit.

  The Minimum Death Benefit is shown in the Policy. Payment of additional
premiums may require an increase in the Minimum Death Benefit to continue the
Policy as a contract of life insurance for tax purposes. A new Policy Data page
will be sent to a Policyowner whenever the Minimum Death Benefit changes due to
the payment of additional premiums.

  United Investors will compute the amount of the Death Benefit as of the end
of the Valuation Period during which the Insured dies, and will pay the Death
Benefit Proceeds upon proof of the Insured's death. The Proceeds may be paid in
a lump sum or under one of the payment options set forth in the Policy. (See
Payment Options.) The Death Benefit Proceeds are the Death Benefit reduced by
any outstanding Loan Balance.

  Sample Death Benefits. The following table shows sample initial Minimum Death
Benefits for initial premiums of $10,000 and $25,000 at female age 35 and male
age 55.

                         INITIAL MINIMUM DEATH BENEFIT

<TABLE>
<CAPTION>
                   Initial Premium:               $10,000           $25,000
                                              Least   Greatest Least    Greatest
           Age                                Amount  Amount   Amount   Amount
           ---                                ------  -------- ------   --------
          <S>                                 <C>     <C>      <C>      <C>
          35 female.......................... $62,365 $82,945  $164,860 $219,264
          55 male............................ $24,039 $31,972  $ 62,499 $ 83,124
</TABLE>

  A higher Death Benefit provides more insurance and, of course, costs more.
Thus, a higher Death Benefit will result in a higher mortality charge. (See
Cost of Insurance.)

CHANGES IN THE MINIMUM DEATH BENEFIT

  Once each Policy Year, beginning in the second Policy Year, a Policyowner may
request an increase or a decrease in the Minimum Death Benefit. The Minimum
Death Benefit may not be decreased if it would cause a Policy to fail to
qualify as a contract of life insurance for federal tax purposes.

  At the request of the Policyowner, or to keep premiums from exceeding the
limit qualifying the Policy as a life insurance contract for federal tax
purposes, we will allow a Policyowner to increase the Minimum Death Benefit,
provided:

  (1) the increased amount plus any other existing insurance does not, in our
      opinion, exceed an appropriate maximum amount on the Insured's life;

  (2) satisfactory evidence of insurability for the Insured's risk class is
      furnished to us; and

  (3) the request is accompanied by a minimum additional premium of $5,000.

  We will notify the Policyowner as to the acceptable amount of any increase in
the Minimum Death Benefit and refund any excess premium. The accepted premium
must equal or exceed a minimum additional premium.

POLICY VALUE

  On the Maturity Date, the Proceeds payable under a Policy are equal to the
Policy Value less any Loan Balance. The Policy may be surrendered at any time
for the Surrender Value, which is equal to the

                                       6
<PAGE>

Policy Value less any Loan Balance and less any applicable surrender charge.
(See Surrender Charge.) The Policy Value equals the Variable Account Value plus
the value of any amount transferred to the general account to cover the Loan
Balance. The Policy Value will begin to vary immediately to reflect the
investment performance of the Investment Divisions to which the Policy Value is
allocated, any loan activity, and the charges assessed in connection with the
Policy. There is no guaranteed minimum Policy Value.

Determination of the Variable Account Value

  The Policy's Variable Account Value is equal to the sum of the values of the
Investment Divisions of the Variable Account (so the Variable Account Value
equals the Policy Value less any Loan Balance). The value of each Investment
Division is calculated first on the Policy Date and thereafter on each
Valuation Date (a normal business day). On the Policy Date, the value of the
Investment Divisions is equal to the amount of the initial premium plus any
accrued interest from the date of the receipt of the initial premium to the
Policy Date. On any Valuation Date thereafter, the value of each Investment
Division equals what it was on the previous Valuation Date, multiplied by the
appropriate Net Investment Factor for the current Valuation Period, increased
and/or decreased by the amounts specified below. The value of an Investment
Division is increased by:

  (1) the amount of any net premium payments allocated to the Investment
      Division during the current Valuation Period;

  (2) the amount of any transfers from other Investment Divisions to the
      Investment Division during the current Valuation Period; and

  (3) the amount of any loan repayments allocated to the Investment Division
      during the current Valuation Period.

  The value of an Investment Division is decreased by:

  (1) the amount of any transfers to other Investment Divisions from the
      Investment Division during the current Valuation Period;

  (2) the portion of any annual deduction allocated to the Investment
      Division; and

  (3) the amount of any loan or loan interest transferred from the Investment
      Division during the current Valuation Period.

Determining Investment Results

  The Policy Value will change due to the investment results of the Investment
Divisions. An index is used to measure these investment results. The index is
called a unit value. Each Investment Division has its own unit value.

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

  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, so the value of an
Investment Division may increase or decrease.

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

  1) is the result of:

   a) the net asset value per share or value per unit of the investment held
      in the Investment Division determined at the end of the current
      Valuation Period; plus


                                       7
<PAGE>

   b) the per share amount of any dividend or capital gain distributions
      made by the investment held in the Investment Division, if the "ex-
      dividend" date occurs during the current Valuation Period; plus or
      minus

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

  2) is the result of:

   a) the net asset value per share or value per unit of the investment 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 certain mortality and expense risks that we assume.

  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.

POLICY LOANS

  A loan taken from, or secured by, a Policy, may have Federal income tax
consequences. (See Federal Tax Matters.)

  After the first Policy Year you may borrow from United Investors against this
Policy up to the loan value. The loan value is 90% of the Policy Value, less
surrender charges and interest to the next Policy Anniversary, and you may
borrow in one or more loans any amount up to the difference between the loan
value and any existing Loan Balance. The effective annual interest rate charged
on all loans will be 6%. Interest to pay for the loan until the next Policy
Anniversary will be included in determining the maximum loan value. The Loan
Balance equals the total of all Policy loans and accrued interest on Policy
loans. The loan value of the Policy is the sole security for the loan. The
minimum loan amount is $200, and you may request up to four loans per Policy
Year without a charge. If more than four loans are requested, there will be a
$25 transaction charge for each additional loan.

  We will transfer an amount equal to the Policy loan from the Investment
Divisions to the general account as security for the Loan Balance. We will
allocate the amount transferred in the proportion that the value of each
Investment Division bears to the Variable Account Value. The amounts
transferred to the general account equal to the Loan Balance will be credited
with interest earnings at an effective annual rate of 4.0%. Currently, an
additional 2.0% (or a total of 6.0%) is credited on loaned amounts that do not
exceed the Policy Value less the total premiums paid, excluding Grace Period
Premiums. This additional amount may change in the future. The Variable Account
Value is reduced by the amount transferred to the general account to secure the
Loan Balance, including loan interest charges that become part of the loan
because they are not paid when due.

  Loan interest is charged daily on any amounts loaned and is due on each
Policy Anniversary (or when the loan is paid back). If loan interest is not
paid when due, it will be added to the principal of the loan and interest shall
be charged thereon. Interest will be taken from the Investment Divisions in the
proportion that the value of each Investment Division bears to the Variable
Account Value.

  If the Loan Balance exceeds the Policy Value, less surrender charges, the
Policy will terminate without value unless additional premium payments
sufficient to keep the Policy in force are made by the end of the grace period.
(See Termination, Grace Period, and Reinstatement.)

  A Policy loan will permanently affect the Policy Value, even if the loan is
repaid. The effect could be favorable or unfavorable depending on whether the
investment return of the Investment Divisions selected by you is less than or
greater than the net interest rate credited to the amount transferred to the
general account securing the loan (currently 0% or -2%). In comparison to a
Policy under which no loan was made, the Policy Value will be lower if the net
interest rate credited to the amount in the general account

                                       8
<PAGE>

securing a loan is less than the investment return of the Investment Divisions
and greater if the general account net interest rate is higher than the
investment return of the Investment Divisions.

Repayment of the Loan Balance

  You may repay all or part of the loan at any time while the Insured is alive
and the Policy is in force. Repayments must be in amounts of at least $200 or
the outstanding Loan Balance if less.

  Upon repayment of the Loan Balance, the portion of the repayment allocated to
an Investment Division will be transferred from the general account and
increase the value in the Investment Division. The repayment will be allocated
among the Investment Divisions in the proportion that the value in each
Investment Division bears to the Variable Account Value. The repayment of the
Loan Balance will be allocated when the repayment is received.

Postponement of a Loan

  A loan will usually be made within seven days after we receive your Written
Request. However, loans may be deferred under certain circumstances. (See Delay
or Suspension of Payments.)

SURRENDERS

  You may surrender the Policy for its Surrender Value by sending a Written
Request to United Investors at its home office. Only full surrenders are
allowed; partial surrenders are not permitted. Surrenders will ordinarily be
paid within seven days of receipt of the Written Request. (See Delay or
Suspension of Payments.)

  If a Policy is surrendered, United Investors will pay the Surrender Value,
which is the Policy Value less (1 ) any Loan Balance; and (2) the surrender
charge, if any (The surrender charge, described below, is only applicable if a
surrender occurs in the first eight Policy Years.). Coverage under the Policy
will terminate as of the date of receipt of a Written Request for surrender.
Surrenders may be taxable transactions. (See Federal Tax Matters.)

TRANSFERS

  You may transfer all or part of the value of an Investment Division to one or
more of the other Investment Divisions. The total amount transferred each time
must be at least $1,000 or, if less, the entire value of the Investment
Division from which the transfer is being made. Transfers may be made by a
Written Request or by calling United Investors if a written authorization for
telephone transfers is on file. United Investors has the authority to honor any
telephone transfer request believed to be authentic. We employ reasonable
procedures to confirm that instructions communicated by telephone are genuine.
A personal identification number is required in order to initiate a transfer.
United Investors will not be liable for the consequences of a fraudulent
telephone transfer request we believe to be authentic when we have followed
those procedures. And as a result, you bear the risk of loss arising from such
a fraudulent request if you authorize telephone transfers.

  Only twelve transfers may be made during each Policy Year. Each such transfer
will be made, without the imposition of any fee or charge, as of the end of the
Valuation Period during which United Investors receives a valid, complete
transfer request. United Investors may suspend or modify this transfer
privilege at any time.

  Transferring the value of one Investment Division into two or more Investment
Divisions counts as one transfer request. However, transferring the values of
two Investment Divisions into one Investment Division counts as two transfer
requests.

DOLLAR COST AVERAGING

  Prior to the Maturity Date you may authorize automatic transfers of a fixed
dollar amount from the Money Market Investment Division to up to four of the
other Investment Divisions. Automatic transfers will be made on a monthly basis
on the day of the month selected in your application. If the day of the month

                                       9
<PAGE>

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

  The minimum automatic transfer amount from the Money Market Investment
Division is $100. If the transfer is to be made to more than one Investment
Division, a minimum of $25 must be transferred to each Investment Division
selected.

  Participation in the automatic transfer program does not guarantee a greater
profit nor does it protect against loss in declining markets. Automatic
transfers will not be counted as a transfer for purposes of the twelve transfer
limit specified in Transfers above.

FREE LOOK PERIOD

  If for any reason you are not satisfied with the Policy, you may return it to
us within 10 days after you receive the Policy. If you cancel the Policy within
this 10 day "Free Look" period, we will refund the premium that was paid (or
the amount required by your state, if greater) and the Policy will be void from
the Policy Date. To cancel the Policy, you must mail or deliver it to either
United Investors' Home Office or the registered agent who sold it within 10
days after you received it.

RIGHT TO EXCHANGE FOR FIXED LIFE INSURANCE

  Once during the first two policy years, you have the right to exchange this
policy for a single premium life insurance policy that provides for benefits
that do not vary with the investment return of the Investment Divisions. We
will not require evidence of insurability. We will require that:

  (1) this policy is in force;
  (2) you file a Written Request; and
  (3) you repay any existing Loan Balance.

  The new Policy will have the same initial Death Benefit, Policy Date and
issue age as the original Policy. The premium for the new Policy will be based
on our rates in effect on its Policy Date for the same class of risk as under
the original Policy. Upon request, we will inform you of the single premium for
the new Policy, and any extra sum required or allowance to be made for a
premium or cash value adjustment that takes appropriate account of the premium
and values under both the original Policy and the new Policy. If required, a
detailed statement of the method of computing such an adjustment has been filed
with the insurance regulator of the states where the Policies are delivered.

VOTING RIGHTS

  To the extent required by law, United Investors will vote the Fund's shares
held in the Variable Account at regular and special shareholder meetings of the
Fund in accordance with instructions received from persons having voting
interest in the corresponding Investment Divisions of the Variable Account. If
however, the 1940 Act or any regulation thereunder should be amended or if the
present interpretation thereof should change, and as a result United Investors
determines that it is allowed to vote the Fund's shares in its own right,
United Investors may elect to do so.

  The number of votes which a Policyowner has the right to instruct will be
calculated separately for each Investment Division. The number of votes which
each Policyowner has the right to instruct will be determined by applying the
Policyowner's percentage interest in the Investment Division to the total
number of votes attributable to the Investment Division. Fractional votes will
be counted. The number of votes of a Portfolio which the Policyowner has the
right to instruct will be determined as of a date established by United
Investors, but not more than 90 days before the meeting of the Fund. Voting
instructions will be solicited by written communication prior to such meeting.
Each person having a voting interest in an Investment Division will receive
proxy material, reports and other materials relating to the appropriate
Portfolio.

  United Investors will vote Fund shares attributable to the Policies as to
which no timely instructions are received and any Fund shares held by United
Investors as to which Policyowners have no beneficial

                                       10
<PAGE>

interest, in proportion to the voting instructions which are received with
respect to all Policies participating in that Portfolio. 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.

Disregard of Voting Instructions

  United Investors may, when required by state insurance regulatory
authorities, disregard voting instructions if the instructions require that
the shares be voted so as to cause a change in the sub-classification or
investment objective or policies of the Fund or one or more of its Portfolios
or to approve or disapprove an investment advisory contract for a Portfolio.
In addition, United Investors itself may disregard voting instructions in
favor of changes initiated by a Policyowner in the investment policy or the
investment advisor of a Portfolio of the Fund if United Investors reasonably
disapproves of such changes. A change would be disapproved only if the
proposed change is contrary to state law or prohibited by state regulatory
authorities or United Investors determined that the change would have an
adverse effect on its general account in that the proposed investment policy
for a Portfolio may result in overly speculative or unsound investments. In
the event United Investors does disregard voting instructions, a summary of
that action and the reasons for such action will be included in the next
annual report to Policyowners.

                        PREMIUM PAYMENT AND ALLOCATION

ISSUANCE OF A POLICY

  Individuals wishing to purchase a Policy must complete an application and
send it with the initial premium to United Investors' Home Office. United
Investors' Underwriting Department will review the application, and any
medical information or other data which it requires, to determine if the
individual is insurable under its underwriting rules. No Policy will be issued
to individuals over the age of 75. Coverage will only become effective on the
Policy Date. Should an individual die before the Policy Date, United
Investors' sole liability will be to return the premium paid plus any interest
earned on it.

PREMIUMS

  The minimum Initial Premium that can be paid is $5,000. The amount of the
Minimum Death Benefit depends on the amount of the premium and on the
Insured's attained age and sex.

  Although the Policy can operate as a single premium policy, after the first
Policy Year there is some flexibility to pay additional premiums at the
Policyowner's discretion. One additional premium per Policy Year may be paid
(not counting Grace Period Premiums). If the premium does not cause the
Minimum Death Benefit to increase, the minimum payment is $500. If the premium
does cause the Minimum Death Benefit to increase (so that the policy will
continue to qualify as a life insurance contract under the Internal Revenue
Code), then the minimum payment is $5,000 and is subject to the "Changes in
the Minimum Death Benefit" conditions. In addition, one or more additional
premiums may be required to prevent the Policy from terminating without value
if the Loan Balance exceeds the Policy Value, less surrender charges (or if
the Surrender Value is insufficient to cover the annual deduction). If either
of these conditions exist, then during the grace period you may pay an
additional premium sufficient to keep the Policy in force. If you do not, the
Policy will terminate without value. (See Termination, Grace Period, and
Reinstatement.)

ALLOCATION OF PREMIUMS

  The Policyowner determines in the application how the initial premium will
be allocated among the Investment Divisions of the Variable Account. You may
allocate any whole percentage of the premium, from 0% to 100%.

  Between the date that the initial premium was received and the Policy Date,
the initial premium is held in our general account and is credited with
interest as if it had been invested in the Money Market Investment Division.
Beginning on the Policy Date and ending on the seventeenth day after the
Policy Date or the first Valuation Date thereafter, the initial premium, plus
any accrued interest, will be allocated

                                      11
<PAGE>

to the Money Market Investment Division. Upon the expiration of this period,
the Policy Value will be transferred to the Investment Divisions of the
Variable Account in accordance with the allocation instructions you specify in
the application. The seventeen day period is intended to cover the 10-day Free
Look Period (See Free Look Period), plus 7 days for processing and policy
delivery.

  Additional premiums not requiring our approval will be allocated in
accordance with your instructions on the date of receipt. If approval is
required, the additional premium will be held in the general account and is
credited with interest as if it had been invested in the Money Market
Investment Division until the date of approval, at which time it will be
applied in accordance with your instructions. If no instructions are given,
then it will be invested in the proportions that the value of each Investment
Division bears to the Variable Account Value.

  The Policy Value will vary with the investment performance of the Investment
Divisions you select and you bear the entire investment risk for the amounts
allocated to the Variable Account. This will affect not only the Policy Value,
but it may also affect the Death Benefit. You should periodically review your
allocations of Policy Value in light of all relevant factors, including market
conditions and your overall financial planning requirements.

TERMINATION, GRACE PERIOD, AND REINSTATEMENT

  A Policy will terminate on the earliest of (a) the date the Policy is
surrendered, (b) the end of the grace period, (c) the date of the death of the
Insured, or (d) the Maturity Date.

  If the Loan Balance on a Policy exceeds the Policy Value less surrender
charges, or if the Surrender Value is insufficient to cover the annual
deduction, a grace period of 61 days from the date notice is mailed shall be
allowed for the Policyowner to pay an additional premium sufficient to keep the
Policy in force. The additional premium required will not exceed the amount by
which the Loan Balance exceeds the Policy Value less surrender charges, plus
any accrued and unpaid annual deduction as of the date of the notice. The
payment will be sufficient to keep the Policy in force until the next Policy
Anniversary regardless of investment performance. If such additional premium is
not paid prior to the expiration of the grace period, the Policy will terminate
without value. If the Insured dies during the grace period, any Loan Balance or
overdue annual deduction will be deducted from the Death Benefit to determine
the Proceeds payable.

  If the grace period has ended, the Policy may be reinstated if the
Policyowner:

  1) submits a Written Request at any time within 3 years after the end of
     the grace period and prior to the Maturity Date;

  2) provides us with satisfactory evidence of insurability;

  3) pays an additional premium sufficient to cover all previous annual
     deductions that were due and unpaid; and

  4) repays or reinstates any Loan Balance on the Policy which existed at the
     end of the grace period.

  If we approve the reinstatement, then (1) the effective date of reinstatement
will be the date of your Written Request or the date the required additional
premium is paid, if later; (2) the Death Benefit will be the same as it was
when the grace period ended; and (3) we will resume making charges and
deductions as of the date of reinstatement.

                             CHARGES AND DEDUCTIONS

  United Investors does not impose any charge or deduction against the initial
premium prior to its allocation to the Variable Account, although for any
additional premiums, excluding Grace Period Premiums, a sales load of 6.0% of
such premium, and a premium tax charge of 2.5% of such premium, will be
deducted prior to its allocation to the Variable Account. Thereafter,
deductions are made from the values in the Investment Divisions to pay for
various expenses and risks that we incur. The charge for

                                       12
<PAGE>

sales expenses may be reduced or waived on Policies sold to employees of United
Investors or its affiliates, or to customers of United Investors who are
transferring existing policy values into a Policy.

MORTALITY AND EXPENSE RISK CHARGE

  United Investors deducts a daily charge from the Investment Divisions at an
effective annual rate of .60% of the average daily net assets of each
Investment Division to compensate us for assuming certain mortality and expense
risks under the Policy. United Investors may realize a profit from this charge.
The level of this charge is guaranteed for the life of the Policy and may not
be increased. The mortality risk is the risk that the cost of insurance charges
specified in the Policy will be insufficient to meet actual claims. United
Investors also assumes the risk that other expense charges may be insufficient
to cover the actual expenses incurred in connection with the Policy.

ANNUAL DEDUCTION

  On each Policy Anniversary, a deduction will be made from the values of the
Investment Divisions to compensate United Investors for certain costs and
expenses.

Deductions on Each of the First Ten Policy Anniversaries

  On each of the first ten Policy Anniversaries, there is an annual deduction
of 1.20% of the initial premium. This charge is composed of a .85% charge for
sales expenses, a .10% charge for underwriting and issue expenses, and a .25%
charge for premium taxes. Each of these charges is discussed below.

  (1) Sales Expenses--The .85% charge compensates United Investors for
      certain sales and other distribution expenses incurred at the time the
      Policies are issued, including agent sales commissions, the cost of
      printing prospectuses and sales literature, advertising, and other
      marketing and sales promotional activities. This charge for sales
      expenses may be reduced or waived on Policies sold to employees of
      United Investors or its affiliates or customers of United Investors who
      are transferring existing policy values into a Policy.

  (2) Underwriting and Issue Expenses--The .10% charge compensates United
      Investors for initial underwriting costs and for certain expenses
      incurred in issuing the Policy, including the cost of processing
      applications, conducting medical examinations, determining
      insurability, and establishing records.

  (3) State and Local Premium Taxes--The .25% charge compensates United
      Investors for the average premium tax expense incurred when issuing the
      Policy. (State premium tax rates incurred by United Investors currently
      range from 1.75% to 3.50%. In some states localities charge additional
      premium taxes.)

Cost of Insurance

  A mortality charge will be deducted on each Policy Anniversary to compensate
United Investors for the cost of insurance for the preceding Policy Year. This
charge is designed to compensate United Investors for the anticipated cost of
paying Death Benefits to the Beneficiaries of Insureds who die while the Policy
is in force. On the Policy Date, the Death Benefit is substantially higher than
the initial premium payment. As the Insured grows older, and if investment
results have been sufficiently favorable, the difference between the Policy
Value and the Death Benefit will become smaller. But prior to the Maturity Date
of the Policy the Death Benefit will always be higher than the Policy Value. To
enable United Investors to pay this additional amount, the mortality charge
must be assessed.

  The mortality charge is based on the Policy's net amount at risk (which is
the difference between the Death Benefit and the Policy Value as of the end of
the Policy Year) and on the attained age, sex and risk class of the Insured.
Annual cost of insurance rates will be determined by United Investors based
upon its expectation as to future mortality experience. The rates are
guaranteed not to exceed the maximum

                                       13
<PAGE>

cost of insurance rates specified in the Policy, which are contained in the
1980 Commissioners' Standard Ordinary Mortality Table, or a multiple thereof
for substandard classes, Age Nearest Birthday.

Administrative Expenses

  United Investors deducts a charge of $50 on each Policy Anniversary to
compensate it for expenses incurred in administering the Policy. These expenses
include costs of maintaining records, processing Death Benefit claims,
surrenders, transfers, Policy loans and Policy changes, providing reports to
Policy-owners, and overhead costs. There is not necessarily a relationship
between the amount of the charge imposed on a particular Policy and the amount
of administrative expenses that may be attributable to that Policy. This charge
is "cost-based" and United Investors does not expect a profit from this charge.

ADDITIONAL PREMIUM CHARGE

  As noted above, there is no deduction from the initial premium. For
additional premiums, however, there are deductions of 6% of each such premium
for sales expenses, and 2.5% of each premium for premium taxes. The charge for
sales expenses may be reduced or waived on Policies sold to employees of United
Investors or its affiliates, or to customers of United Investors who are
transferring existing policy values into a Policy.

FEDERAL TAXES

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

SURRENDER CHARGE

  If you surrender the Policy during the first eight Policy Years, then a
surrender charge is made against the amount of the initial premium as specified
in the following Table of surrender charges:

<TABLE>
<CAPTION>
POLICY YEAR:                           1ST 2ND 3RD 4TH 5TH 6TH 7TH 8TH 9 OR MORE
<S>                                    <C> <C> <C> <C> <C> <C> <C> <C> <C>
Surrender Charge %....................  8%  7%  6%  5%  4%  3%  2%  1%      none
</TABLE>

There is no surrender charge after the first eight Policy Years. Because the
surrender charge is based on the amount of the initial premium, the dollar
amount of the charge will decrease each Policy Year by a fixed amount
regardless of the investment experience of the Variable Account.

  The surrender charge will be deducted from the proceeds payable upon
surrender to partially compensate United Investors for sales expenses incurred
in connection with the Policy. These expenses include agent sales commissions,
the cost of printing prospectuses and sales literature, advertising, and other
marketing and sales promotional activities.

  United Investors may reduce or waive the surrender charge on Policies that
have been sold to employees of United Investors or its affiliates, or to
customers of United Investors who are transferring existing policy values into
a Policy.

  The amounts derived by United Investors from the surrender charge, along with
the deduction on the first ten Policy Anniversaries for sales expenses, and the
sales load deducted from additional premiums may not be sufficient to cover
distribution expenses. United Investors expects to recover any deficiency from
United Investors' general assets (which include amounts derived from the
mortality and expense risk charge and mortality gains). United Investors
believes that this distribution financing arrangement will benefit the Variable
Account and Policyowners.

FUND EXPENSES

  The value of the assets of the Variable Account will reflect the investment
management fee (See Fund Management and Fees.) and other expenses incurred by
the Fund.

                                       14
<PAGE>

                                PAYMENT OPTIONS

  Death Benefit Proceeds will be paid in one sum unless the Policyowner has
elected to apply all or part of this sum under a payment option. No option can
be elected if the payments under the option would be less than $25 each or less
that $120 in a year. Amounts payable under the payment options do not vary with
the investment performance of the Variable Account.

ELECTION OF PAYMENT OPTION

  The Policyowner has the sole right to elect or change a payment option during
the lifetime of the Insured, either in the application or by Written Request.
If there is no option in effect when the Insured dies, the Beneficiary may
elect an option. The Payee may name a contingent payee to receive any final
payment in case the Payee dies; otherwise, the value of any remaining
guaranteed payments will be paid to the Payee's estate. We may require the
exchange of this Policy for a contract covering the option selected. As far as
permitted by law, the Proceeds under this Policy will not be subject to any
claims of the Beneficiary's creditors.

AVAILABLE OPTIONS

  The options currently available are:

  Option 1: Fixed Amount--This option provides an income payable monthly of a
            fixed amount, until the Proceeds are fully paid. Under this
            option at least 7% of the Proceeds must be paid each year.

  Option 2: Fixed Period--This option provides an income payable monthly for
            a fixed period, not exceeding 30 years.

  Option 3: Life Income--This option provides an income payable during the
            lifetime of the Payee. The payments are guaranteed for a fixed
            period of 10, 15 or 20 years. Under this option, no payment will
            become due after the death of the Payee, except payments for any
            remaining fixed period.

  Option 4: Proceeds Left at Interest--This option provides for the payment
            of interest on any amount of Proceeds left with us, for any
            period agreed upon. The interest may be paid at selected
            intervals or allowed to accumulate.

  Once a payment option is in effect, there will no longer be Policy Value in
the Variable Account. Any amount left with United Investors for payment under a
payment option will be transferred to the general account. The interest rate on
all amounts held under all options will be at least 2.5%, compounded annually.
United Investors may make other payment options available in the future and
other payment options can be arranged with our written consent.

  Except as to Option 3, if the Payee selected the option, that Payee with our
consent may modify the terms of the option or select another option at any
time.

PAYMENT OPTION TABLES

  The Payment Option Tables in the Policy show the guaranteed minimum amount of
the monthly payments. Under Option 3 the amount of each payment will depend on
the sex and age of the Payee at the time the first payment is due.

  United Investors may, at the time of election of a Payment Option, offer more
favorable rates in lieu of the guaranteed rates specified in the Payment Option
Tables.

                               GENERAL PROVISIONS

THE CONTRACT

  The entire contract is made up of the Policy 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 avoid the Policy.

                                       15
<PAGE>

  We reserve the right to make any modification to conform the Policy to, or
give you the benefit of, any Federal or State statute or any rule or regulation
of the United States Treasury Department or any state.

  Changes to the Policy are not valid unless we made 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.

INCONTESTABILITY

  The Policy will be incontestable after it has been in force during the
lifetime of the Insured for two years from the Policy Date. A new two year
contestability period shall apply to each increase in insurance requiring
evidence of good health beginning on the effective date of each increase and
will apply only to statements made in the application for the increase. If the
Policy is reinstated, a new two year contestability period (apart from any
remaining contestability period) shall apply from the date of the application
for reinstatement and will apply only to statements made in the application for
reinstatement.

SUICIDE

  If the Insured commits suicide, while sane or insane, within two years from
the Policy Date, our liability will be limited to the total premiums paid less
any Loan Balance. If the Insured dies by suicide, while sane or insane, within
two years from the effective date of any increase in insurance requiring
evidence of good health, the Proceeds under this Policy shall be reduced by the
excess, if any, of the net amount at risk (Death Benefit less Policy Value) on
the date of death over the corresponding amount in effect just prior to the
date of increase, and increased by the total annual cost of insurance charges
deducted for this excess.

MISSTATEMENT OF AGE OR SEX

  If the Insured'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 we will send you a report on your Policy. It
will show the current Death Benefit, the current Policy Value, the current
Surrender Value, any payments since the last report, all charges since the last
report, and any Loan Balance. 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 the Surrender Value or the proceeds of any loan within 7
days after we receive your Written Request in our Home Office. However, payment
of any amount may be delayed or suspended whenever:

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

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

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

                                       16
<PAGE>

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

OWNERSHIP

  The original Owner of a Policy is as stated in the application. Unless you
provide otherwise, you may receive all benefits and exercise all rights of the
Policy while the Insured is living. 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 named in the application. More than one Beneficiary may be
named. The rights of any Beneficiary who dies before the Insured will pass to
the surviving Beneficiary or Beneficiaries unless you provide otherwise. If no
Beneficiary is living at the Insured's death, we will pay the Death Benefit
Proceeds to the Policyowner, if living; otherwise it will be paid to the
Policyowner's estate.

CHANGE OF OWNERSHIP OR BENEFICIARY

  Unless you provide otherwise in writing to us, you may change the Owner or
the Beneficiary during the lifetime of the Insured. 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
request in writing. We may require you to submit the Policy to us before making
a 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.

                          DISTRIBUTION OF THE POLICIES

  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., the principal underwriter of the
Policies, or of broker-dealers who have entered into written sales agreements
with Waddell & Reed, Inc. Waddell & Reed, Inc. is registered with the
Securities and Exchange Commission under the Securities Exchange Act of 1934 as
a broker-dealer and as a member of the National Association of Securities
Dealers. Waddell & Reed, Inc. is an affiliate of United Investors.

  A commission of up to 5% of premium plus bonus compensation may be paid to
broker-dealers or agents in connection with sales of the Policies.

                              FEDERAL TAX MATTERS
     THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE

INTRODUCTION

  The following summary provides a general description of the Federal income
tax considerations relating to the Policy. This summary is based upon United
Investors' understanding of the present Federal income tax laws as they are
currently interpreted by the Internal Revenue Service ("IRS"). Because of the
complexity of such laws and the fact that tax results will vary according to
the factual status of the specific policy involved, tax advice may be needed by
a person contemplating the purchase of a Policy or the exercise of elections
under the Policy. It should therefore be understood that these comments
concerning Federal income tax consequences are not an exhaustive discussion of
all tax questions that might arise under the Policy. Further, these comments do
not take into account any federal estate tax and gift, state, or local tax
considerations which may be involved in the purchase of a Policy or the
exercise of elections under the Policy. For complete information on such
Federal and state tax considerations, a qualified tax advisor should be
consulted. United Investors does not make any guarantee regarding the tax
status of any policy and the following summary is not intended as tax advice.


                                       17
<PAGE>

TAX STATUS OF THE POLICY

  Section 7702 of the Code sets forth a definition of a life insurance contract
for Federal tax purposes. In addition, for Policies entered into after October
20, 1988, the Technical and Miscellaneous Revenue Act of 1988 ("TAMRA")
established certain new requirements with respect to the mortality (i.e., cost
of insurance) and other expense charges that are to be used in determining
compliance with section 7702. Recently the Secretary of the Treasury issued
proposed regulations that would specify what will be considered reasonable
mortality charges for Policies subject to TAMRA. However, these proposed
regulations do not address other expense charges. If a Policy were determined
not to be a life insurance contract for purposes of section 7702, such Policy
would not provide most of the tax advantages normally provided by a life
insurance policy.

  With respect to a Policy entered into before October 21, 1988, although there
are no regulations specifically interpreting the manner in which the tests
under section 7702 are to be applied to such a Policy, United Investors
believes that such a Policy should meet the definition of a life insurance
contract for Federal tax purposes. However, an exchange of a Policy or payment
of an additional premium for a Policy entered into before October 21, 1988, or
possibly other changes, may cause such a Policy (or in the case of an exchange,
the new policy received in such exchange) to be treated as entered into after
October 20, 1988, and, in such circumstances, the Policy (or the new policy in
the case of an exchange) would be subject to the mortality and other expense
charge requirements prescribed by TAMRA. Accordingly, the Owner of a Policy
entered into before October 21, 1988, should contact a competent tax adviser
before exchanging, or making any other change, to such Policy to determine
whether the exchange or change would cause the Policy (or the new policy in the
case of an exchange) to be treated as entered into after October 20, 1988.

  With respect to a Policy entered into after October 20, 1988, that is issued
on the basis of a standard rate class or a rate class involving a lower
mortality risk (i.e., a preferred basis), while there is some uncertainty due
to the lack of guidance on other expense charges, United Investors nonetheless
believes that such a Policy should meet the section 7702 definition of a life
insurance contract. However, with respect to a Policy entered into after
October 20, 1988, that is issued on a substandard basis (i.e., a rate class
involving higher than standard mortality risk), it remains unclear whether or
not such a Policy would satisfy section 7702, particularly if the Owner pays
the full amount of premiums permitted under the Policy. If it is subsequently
determined that a Policy does not satisfy section 7702, United Investors will
take all steps possible in order to attempt to cause such a Policy to comply
with section 7702, including possibly refunding any premiums paid that exceed
the limitations allowable under section 7702 (together with interest or other
earnings on any such premiums refunded as required by law). For these reasons,
United Investors reserves the right to modify the Policy as necessary to
qualify it as a life insurance contract under section 7702.

  Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Account to be
"adequately diversified" in order for the Policy to be treated as a life
insurance contract for Federal tax purposes. The Variable Account, through the
Fund, intends to comply with the diversification requirements prescribed by the
Treasury in Treas. Reg. Section 1.817-5, which affect how the Fund's assets may
be invested. Although the Fund's investment adviser and United Investors are
both indirectly owned by Torchmark Corporation, United Investors does not
control the Fund or its investments. United Investors, however, believes that
the Fund will be operated in compliance with the requirements prescribed by the
Treasury.

  The Treasury announced that the diversification regulations do not provide
guidance concerning the tax consequences of the extent to which policyowners
may direct their investments to subaccounts of a separate account. It is not
clear whether additional guidance in this regard will be provided or whether it
will be applied on a prospective basis only. It is possible that if additional
guidance on this issue is promulgated, the policy may need to be modified to
comply with such guidance. For these reasons, United Investors reserves the
right to modify the policy as necessary to attempt to prevent the Owner

                                       18
<PAGE>

from being considered the owner of the assets of the Variable Account or
otherwise to qualify the Policy for favorable tax treatment.

  The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

  1. In general. United Investors believes that the proceeds and cash value
increases of a Policy should be treated in a manner consistent with a fixed-
benefit life insurance policy for Federal income tax purposes. Thus, the death
benefit under the Policy should be excludable from the gross income of the
Beneficiary under section 101 (a)(1) of the Code.

  The exchange of the Policy, a change of the Policy's Minimum Death Benefit, a
Policy loan, an additional premium payment, a Policy lapse with an outstanding
loan, a change of Owners, or a surrender may have tax consequences depending on
the circumstances. In addition, Federal estate and state and local estate,
inheritance, and other tax consequences of ownership or receipt of Policy
proceeds depend upon the circumstances of each Owner or Beneficiary. A
competent tax adviser should be consulted for further information.

  Generally, the Owner will not be deemed to be in constructive receipt of the
cash value, including increments thereof, under the Policy until there is a
distribution. The tax consequences of distributions from, and loans taken from,
or secured by, a Policy depend on whether the Policy is classified as a
"modified endowment contract" under section 7702A.

  2. Modified endowment contracts. Because of the premium level contemplated
under the Policies, all Policies entered into after June 20, 1988, will be
treated as modified endowment contracts. Moreover, a Policy entered into before
June 21, 1988, that is "materially changed" after June 20, 1988, may in certain
circumstances be treated as a modified endowment contract. With respect to a
Policy entered into before June 21, 1988, a change in such Policy's Minimum
Death Benefit, the payment of an additional premium, or the exchange of such a
Policy, among other things, may cause a material change to such Policy, which
could result in the treatment of the Policy (or the new Policy in the case of
an exchange) as a modified endowment contract. The material change rules for
determining when a Policy entered into before June 21, 1988, will be treated as
a modified endowment contract are extremely complex and, therefore, an Owner
should contact a competent tax adviser before paying any additional premium or
effecting any other change in, including an exchange of, a Policy entered into
before June 21, 1988. In addition, a life insurance contract received in
exchange for a Policy classified as a modified endowment contract will be
treated as a modified endowment contract.

  3. Distributions from Policies Classified as Modified Endowment Contracts.
Policies classified as modified endowment contracts will be subject to the
following tax rules: First, all distributions, including distributions upon
surrender and benefits paid at maturity, from such a Policy are treated as
ordinary income subject to tax up to the amount equal to the excess (if any) of
the cash value immediately before the distribution over the investment in the
Policy (described below) at such time. Second, loans taken from, or secured by,
such a Policy (including unpaid loan interest that is added to the principal of
a loan) are treated as distributions from such a Policy and taxed accordingly.
Third, a 10 percent additional tax is imposed on the portion of any
distribution from, or loan taken from or secured by, such a Policy that is
included in income except where the distribution or loan is made on or after
the Owner attains age 59 1/2, is attributable to the Owner's becoming disabled,
or is part of a series of substantially equal periodic payments for the life
(or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and the Owner's Beneficiary.

  4. Distributions from Policies not Classified as Modified Endowment
Contracts. Distributions from a Policy entered into before June 21, 1988, and
which is not materially changed (see discussion above) after June 20, 1988, or,
if materially changed, is not classified as a modified endowment contract after
such material change, are generally treated as first recovering the investment
in the Policy (described

                                       19
<PAGE>

below) and then, only after the return of all such investment in the Policy, as
distributing taxable income. An exception to this general rule occurs in the
case of a decrease in the Policy's death benefit or any other change that
reduces benefits under the Policy in the first 15 years after the Policy is
issued and that results in a cash distribution to the Owner in order for the
Policy to continue complying with the section 7702 definitional limits. Such a
cash distribution will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in section 7702.

  Loans from, or secured by, a Policy that is not a modified endowment contract
may be treated as indebtedness of the Owner, not as a distribution.

  Finally, neither distributions (including distributions upon surrender or
lapse) nor loans from, or secured by, a Policy that is not a modified endowment
contract are subject to the 10% additional income tax.

  5. Policy loan interest. Generally, interest paid on any loan under an
insurance policy which is owned by an individual is not deductible. In
addition, interest on any loan under a Policy owned by a taxpayer and covering
the life of any individual who is an officer of or is financially interested in
the business carried on by that taxpayer will not be tax deductible to the
extent the aggregate amount of such loans with respect to contracts covering
such individual exceeds $50,000. No amount of Policy loan interest is, however,
deductible if the Policy were deemed for Federal tax purposes to be a single
premium life insurance contract. The Owner should consult a competent tax
adviser as to whether the Policy would be so deemed.

  6. Investment in the Policy. Investment in the Policy means (i) the aggregate
amount of any premiums or other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which is excluded from the gross
income of the Owner (except that the amount of any loan from, or secured by, a
Policy that is a modified endowment contract, to the extent such amount is
excluded from gross income, will be disregarded), plus (iii) the amount of any
loan from, or secured by, a Policy that is a modified endowment contract to the
extent that such amount is included in the gross income of the Owner.

  7. Multiple Policies. All modified endowment contracts that are issued by
United Investors (or its affiliates) to the same Owner during any calendar year
are treated as one modified endowment contract for purposes of determining the
amount includable in gross income under section 72(e) of the Code.

TAXATION OF UNITED INVESTORS

  United Investors incurs state and local premium taxes. The amount of the
charge for such taxes is discussed above under "Charges and Deductions--Annual
Deduction." At the present time, the Company makes no charge to the Variable
Account for any Federal, state or local taxes (other than state premium taxes)
that it incurs which may be attributable to such Account or to the Policies.
The Company, however, reserves the right in the future to make a charge for any
such tax or other economic burden resulting from the application of the tax
laws that it determines to be properly attributable to the Variable Account or
to the Policies.

EMPLOYMENT-RELATED BENEFIT PLANS

  On July 6, 1983, the Supreme Court held in Arizona Governing Committee v.
Norris that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women on the basis of sex. The Policies described in this
Prospectus contain guaranteed purchase rates for certain payment options that
generally distinguish between men and women. Accordingly, employers and
employee organizations should consider, in consultation with their legal
counsel, the impact of Norris, and Title VII generally, on any employment-
related insurance or benefit program for which a Policy may be purchased.


                                       20
<PAGE>

                             ADDITIONAL INFORMATION

SAFEKEEPING OF THE ACCOUNT'S ASSETS

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

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

  United Investors reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the shares of
the Fund that are held by the Variable Account (or any Investment Division) or
that the Variable Account (or any Investment Division) may purchase. United
Investors reserves the right to eliminate the shares of any of the Portfolios
of the Fund and to substitute shares of another Portfolio of the Fund or any
other investment vehicle or of another open-end, registered investment company
if laws or regulations are changed, if the shares of the Fund 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 Securities and
Exchange Commission and the insurance regulator of the state where the Policy
was delivered, where required. Nothing contained herein shall prevent the
Variable Account from purchasing other securities for other series or classes
of policies, or from permitting a conversion between series or classes of
policies on the basis of requests made by Policyowners.

  United Investors also reserves the right to establish additional Investment
Divisions of the Variable Account, each of which would invest in a new
Portfolio of the Fund, 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 this and other 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.

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 1st of each year covering the operations and
reporting on the financial condition of United Investors as of December 31 of
the preceding year. Periodically, the Missouri Department of Insurance or other
authorities examine the liabilities and reserves of United Investors and the
Variable Account and certifies their adequacy, 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.


                                       21
<PAGE>

SENIOR OFFICERS AND DIRECTORS OF UNITED INVESTORS LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
NAME AND POSITION         PRINCIPAL OCCUPATION
WITH UNITED INVESTORS*    LAST FIVE YEARS
<S>                       <C>
W. Thomas Aycock          Vice President and Chief Actuary of United Investors
 Vice President and        since November, 1992. Senior Vice President and
 Chief Actuary             Actuary of Associated Doctors Health & Life Insurance
                           Co., December, 1990--November, 1992. Senior Consulting
                           Actuary of Ernst & Young, August, 1989--December,
                           1990. Associate Actuary of Provident Life & Accident
                           Insurance Co., March, 1984--August, 1989.

William C. Barclift, III  Executive Vice President, Secretary and General Counsel
 Director                  of Liberty National Life Insurance Company since
                           January, 1985.

Joanne Elizabeth Boyd     Associate Counsel of Torchmark Corporation 1989 to
 Director                  present. Vice President and Acting General Counsel,
                           Ramsey HealthCare, New Orleans, LA, 1985--1988.

Charles T. Clayton, Jr.   Vice President--Agency Division since January, 1987.
 Vice President            Vice President--Brokerage and General Agency
                           Operations of Liberty National Life Insurance Company,
                           July, 1986--January, 1987.

William R. Dean           Executive Vice President of Liberty National Life
 Director                  Insurance Company since March, 1985. Senior Vice
                           President of Liberty National, January, 1985--March,
                           1985.

William T. Graves         Executive Vice President of Torchmark Corporation since
 Director                  April, 1982.

Gene Paul Grimland
 Vice President           Vice President of United Investors since March, 1987.

Michael J. Klyce
 Vice President & Trea-   Vice President of Torchmark Corporation since January,
 surer                     1984.

James L. Mayton, Jr.
 Vice President & Con-    Vice President & Controller of Liberty National Life
 troller                   Insurance Company since January, 1985.

Carol A. McCoy            Assistant Secretary of Torchmark Corporation since
 Director                  April, 1987. Associate Counsel of Torchmark
                           Corporation since January, 1985.

R. K. Richey              Chairman of Torchmark Corporation since August, 1986
 Chairman of the Board     and Chief Executive Officer since December, 1984.
 and Chief Executive Of-   Chairman of United Investors Management Company since
 ficer                     October, 1986. (President, Torchmark, April, 1982--
                           August, 1986. President of United Investors Management
                           Company, July, 1985--August, 1986.)

James L. Sedgwick         President of United Investors since September, 1991.
 President                 General Counsel and Secretary of United Investors,
                           January, 1985--September, 1991.
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
NAME AND POSITION       PRINCIPAL OCCUPATION
WITH UNITED INVESTORS*  LAST FIVE YEARS
<S>                     <C>
Ross W. Stagner         Vice President of United Investors since January, 1992.
 Vice President          Assistant Vice President of United Investors, March,
                         1988--January 1992.

William L. Surber       Vice President of United Investors since April, 1992.
 Vice President          Assistant Vice President of United Investors, January,
                         1982--April, 1992.

Keith A. Tucker         Vice Chairman of Torchmark Corporation since May, 1991.
 Director                Director of Torchmark Corporation, October, 1989--May,
                         1991.
</TABLE>

  *The principal business address of each person listed, is United Investors
Life Insurance Company, P. O. Box 10207, Birmingham, Alabama 35202-0207.

LEGAL MATTERS

  Legal advice regarding certain matters relating to federal securities laws
applicable to the issuance of the flexible premium variable life insurance
policy described in this Prospectus has been provided by Sutherland, Asbill &
Brennan of Washington, D. C. All matters of Missouri law pertaining to the
Policy, including the validity of the Policy and United Investors' right to
issue the Policy under Missouri Insurance Law and any other applicable state
insurance or securities laws, have been passed upon by James L. Sedgwick, Esq.,
President of United Investors.

LEGAL PROCEEDINGS

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

EXPERTS

  The balance sheet of United Investors Life Insurance Company as of December
31, 1993 and 1992, and the related statements of operations, shareholder's
equity, and cash flows for each of the years in the three-year period ended
December 31, 1993 and the balance sheet of United Investors Life Variable
Account as of December 31, 1993 and the related statements of operations and
changes in net assets for each of the years in the three-year period ended
December 31, 1993 have been included herein in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
auditing.

  Actuarial matters included in this Prospectus have been examined by W. Thomas
Aycock, Vice President and Chief Actuary of United Investors, as stated in the
opinion filed as an exhibit to the Registration Statement.

                              FINANCIAL STATEMENTS

  The financial statements of United Investors which are included in this
prospectus 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.

                                       23
<PAGE>




                      [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>


                       INDEPENDENT AUDITORS' REPORT

The Board of Directors

United Investors Life Insurance Company

Birmingham, Alabama

We have audited the accompanying balance sheets of United Investors Life
Insurance Company as of December 31, 1993 and 1992 and the related statements
of operations, shareholder's equity and cash flows for each of the years in the
three-year period ended December 31, 1993. 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, 1993 and 1992 and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31,1993 in conformity with generally accepted accounting
principles.

As discussed in Notes 1 and 7 to the financial statements, the Company changed
its method of accounting for income taxes to adopt the provisions of the
Financial Accounting Stanadards Board's (FASB's) Statement of Financial
Accounting Standard (Statement) No. 109, Accounting for Income Taxes, in 1993.
As discussed in Note 3, the Company adopted the provisions of the FASB
Statement No. 115, Accounting for Certain Investments in Debt and Equity
Securities, at December 31, 1993. Also, as discussed in Note 9, the Company
adopted the provisions of the FASB Statement No. 106, Employer's Accounting for
Postretirement Benefits Other than Pensions, in 1993

                                          KPMG PEAT MARWICK

Birmingham, Alabama

February 4, 1994

                                      F-1
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                              BALANCE SHEETS

                       (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                             AT DECEMBER 31,
                                                          ---------------------
                                                             1993       1992
                                                          ---------- ----------
                                     ASSETS
<S>                                                       <C>        <C>
Investments:
 Fixed maturities held to maturity, at amortized cost
  (estimated market value: 1992 - $363,925).............. $        0 $  344,492
 Fixed maturities - available for sale, at market value
  in 1993 and at lower of cost or market value in 1992
  (Cost: 1993 $565,393; estimated market value: 1992 -
   $197,968).............................................    591,446    189,804
 Policy loans............................................      8,654      7,520
 Energy Investments......................................      3,073      6,218
 Other long-term invested assets (at market value).......     21,840     17,082
 Short-term investments..................................     14,991        680
                                                          ---------- ----------
    Total Investments....................................    640,004    565,796
Cash.....................................................     10,104      6,976
Investments in affiliates................................          0      1,648
Accrued investment income (including amounts from
 affiliates of $26 in 1993 and $50 in 1992)..............      7,167      6,410
Receivables (including amounts from affiliates of $8,185
 in 1993 and $15,110 in 1992)............................     10,270     17,261
Deferred acquisition costs...............................    116,406    109,171
Value of insurance purchased.............................     23,231     25,394
Goodwill.................................................      7,908      8,193
Property and equipment...................................        217        298
Other assets.............................................      1,353      1,303
Separate account assets..................................    544,327    293,156
                                                          ---------- ----------
    Total assets......................................... $1,360,987 $1,035,606
                                                          ========== ==========
                      LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
 Future policy benefits.................................. $  472,972 $  442,060
 Unearned and advanced premiums..........................      2,222      1,783
 Other policy liabilities................................      7,930      7,443
                                                          ---------- ----------
    Total policy liabilities.............................    483,124    451,286
 Accrued income taxes....................................     49,041     38,339
 Other liabilities.......................................      3,568      3,059
 Due to affiliates.......................................     10,986      6,622
 Separate account liability..............................    544,327    293,156
                                                          ---------- ----------
    Total liabilities....................................  1,091,046    792,462
Shareholder's equity:
 Common stock, par value $6 per share-authorized 500
  thousand shares; issued and outstanding 500 thousand
  shares.................................................      3,000      3,000
 Additional paid-in capital..............................    137,915    137,753
 Unrealized investment gains.............................     11,885        330
 Retained earnings.......................................    117,141    102,061
                                                          ---------- ----------
    Total shareholder's equity...........................    269,941    243,144
                                                          ---------- ----------
    Total liabilities and shareholder's equity........... $1,360,987 $1,035,606
                                                          ========== ==========
</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,
                                                    --------------------------
                                                      1993     1992     1991
                                                    -------- -------- --------
<S>                                                 <C>      <C>      <C>
Revenue:
 Premium income.................................... $ 53,764 $ 50,792 $ 48,499
 Policy charges and fees...........................   13,945   10,636    9,272
 Net investment income (including amounts from
  affiliates of $270 in 1993, $145 in 1992, and
  $1,393 in 1991)..................................   46,457   49,680   47,804
 Realized gains (losses)...........................    3,473    2,187     (295)
 Other income......................................        0        0        5
                                                    -------- -------- --------
    Total revenue..................................  117,639  113,295  105,285
Benefits and expenses:
 Policy benefits:
  Individual life..................................   37,337   36,027   32,363
  Annuity..........................................   16,935   16,893   15,467
                                                    -------- -------- --------
    Total benefits.................................   54,272   52,920   47,830
 Amortization of acquisition costs.................   13,566   12,804   13,145
 Commission and premium taxes (including amounts to
  affiliates of $4,339 in 1993, of $4,170 in 1992,
  and $3,485 in 1991)..............................    4,396    4,723    3,972
 Other operating expense (including amounts to
  affiliates of $1,735 in 1993, $1,723 in 1992, and
  $1,701 in 1991)..................................    3,409    3,353    3,150
                                                    -------- -------- --------
    Total benefits and expenses....................   75,643   73,800   68,097
                                                    -------- -------- --------
    Net operating income before income taxes.......   41,996   39,495   37,188
 Income taxes......................................   15,130   13,165   12,264
                                                    -------- -------- --------
    Net income before cumulative effect of changes
     in accounting principles...................... $ 26,866 $ 26,330 $ 24,924
 Cumulative effect of changes in accounting
  principles.......................................    3,038        0        0
                                                    -------- -------- --------
    Net income..................................... $ 29,904 $ 26,330 $ 24,924
                                                    ======== ======== ========
</TABLE>

              See accompanying Notes to Financial Statements.

                                      F-3
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                    STATEMENTS OF SHAREHOLDER'S EQUITY

                       (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                             UNREALIZED
                                  ADDITIONAL INVESTMENT               TOTAL
                           COMMON  PAID-IN     GAINS/   RETAINED  SHAREHOLDER'S
                           STOCK   CAPITAL    (LOSSES)  EARNINGS     EQUITY
                           ------ ---------- ---------- --------  -------------
<S>                        <C>    <C>        <C>        <C>       <C>
YEAR ENDED DECEMBER 31,
 1991
  Balance at January
   1,1991................. $3,000  $134,096   $  (988)  $ 90,807    $226,915
  Net income for the year.                                24,924      24,924
  Dividends...............                               (15,000)    (15,000)
  Paid in capital.........              231                              231
  Net change in unrealized
   investment gains
   (losses)...............                        839                    839
                           ------  --------   -------   --------    --------
  Balance at December 31,
   1991...................  3,000   134,327      (149)   100,731     237,909
YEAR ENDED DECEMBER 31,
 1992
  Net income for the year.                                26,330      26,330
  Dividends...............                               (25,000)    (25,000)
  Paid in capital.........            3,426                            3,426
  Net change in unrealized
   investment gains
   (losses)...............                        479                    479
                           ------  --------   -------   --------    --------
  Balance at December 31,
   1992...................  3,000   137,753       330    102,061     243,144
YEAR ENDED DECEMBER 31,
 1993
  Net income for the year.                                29,904      29,904
  Dividends...............                               (14,824)    (14,824)
  Paid in capital.........              162                              162
  Net change in unrealized
   investment gains
   (losses)...............                     11,555                 11,555
                           ------  --------   -------   --------    --------
  Balance at December 31,
   1993................... $3,000  $137,915   $11,885   $117,141    $269,941
                           ======  ========   =======   ========    ========
</TABLE>

              See accompanying Notes to Financial Statements.

                                      F-4
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                          STATEMENTS OF CASH FLOW

                       (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31,
                                              -------------------------------
                                                1993       1992       1991
                                              ---------  ---------  ---------
<S>                                           <C>        <C>        <C>
Net income................................... $  29,904  $  26,330  $  24,924
Adjustments to reconcile net income to cash
 provided from operations:
 Increase in future policy benefits..........    22,127     21,248     17,786
 Increase in other policy benefits...........       927        948        383
 Deferral of policy acquisition costs........   (28,029)   (20,982)   (16,325)
 Amortization of deferred acquisition costs..    13,566     12,804     13,145
 Change in accrued income taxes..............     4,634     (1,281)      (485)
 Depreciation................................        83         97        106
 Realized (gains) losses on sale of
  investments and properties.................    (3,473)    (2,187)       295
 Other accruals and adjustments..............     4,536      1,740      2,463
                                              ---------  ---------  ---------
Cash provided from operations................    44,275     38,717     42,292
Cash used for investment activities:
 Investments sold or matured:
  Fixed maturities available for sale--sold..    42,125          0          0
  Fixed maturities available for sale--
   matured, called and repaid................    40,299          0          0
  Fixed maturities held to maturity--sold....     4,936     71,875     71,932
  Fixed maturities held to maturity--matured,
   called and repaid.........................   120,718    106,671     43,975
  Mutual funds...............................         0      3,168      1,300
  Oil and gas................................     4,005        634          0
                                              ---------  ---------  ---------
   Total investments sold or matured.........   212,083    182,348    117,207
 Acquisition of investments:
  Fixed maturities--available for sale.......    (5,075)         0          0
  Fixed maturities--held to maturity.........  (229,687)  (197,930)  (240,106)
  Mutual funds...............................    (3,636)    (8,710)    (2,952)
  Net increase in policy loans...............    (1,135)      (986)    (1,404)
  Oil and gas................................      (168)    (5,856)         0
                                              ---------  ---------  ---------
   Total acquisition of investments..........  (239,701)  (213,482)  (244,462)
 Net (increase) decrease in short-term
  investments................................  ( 14,311)    13,972     55,313
 Funds loaned to United Management...........  ( 18,000)   (15,000)         0
 Funds repaid from United Management.........    10,001          0          0
 Funds borrowed from United Management.......         0          0     17,468
 Disposition of properties...................         0          7         24
 Additions to properties.....................        (2)      (100)       (18)
                                              ---------  ---------  ---------
Cash used for investment activities..........  ( 49,930)   (32,255)   (54,468)
Cash provided from (used for) financing
 activities:
 Cash dividends paid to shareholder..........        (2)   (25,000)   (15,000)
 Net receipts from deposit product
  operations.................................     8,785     19,993     30,166
                                              ---------  ---------  ---------
Cash provided from (used for) financing
 activities..................................     8,783     (5,007)    15,166
Increase in cash.............................     3,128      1,455      2,990
Cash at beginning of year....................     6,976      5,521      2,531
                                              ---------  ---------  ---------
Cash at end of year.......................... $  10,104  $   6,976  $   5,521
                                              =========  =========  =========
Supplemental disclosure of cash flow
 information:
 Taxes paid.................................. $   6,912  $  14,446  $  12,963
</TABLE>

              See accompanying Notes to Financial Statements.

                                      F-5
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                          STATEMENTS OF CASH FLOW

                       (DOLLAR AMOUNTS IN THOUSANDS)

  Supplemental disclosure of noncash investing and financing activities for
1993:

  As discussed in Note 3--Summary of Significant Accounting Policies, in the
current year, the Company chose to classify all of its fixed maturity
investments as available for sale. This decision resulted in a noncash transfer
of $451.3 million from fixed maturities held to maturity to fixed maturites
available for sale.

  The Company had various noncash investing and financing transactions with
affiliates during the year. A summary of these transactions is as follows:

<TABLE>
   <S>                                                                 <C>
   Investments sold to affiliates:
   Fixed maturities transferred....................................... $ 54,315
   Accrued interest transferred.......................................      664
   Fixed maturities received..........................................  (54,485)
   Accrued interest received..........................................     (245)
                                                                       --------
     Net cash received................................................ $    249
   Funds repaid by affiliates:
   Note receivable canceled........................................... $ 15,000
   Fixed maturities received..........................................  (14,707)
   Accrued interest received..........................................     (292)
                                                                       --------
     Net cash received................................................ $      1
   Dividends paid to affiliates:
   Fixed maturities transferred....................................... $ 14,426
   Accrued interest transferred.......................................      396
   Dividends declared.................................................  (14,824)
                                                                       --------
     Net cash paid.................................................... $      2
</TABLE>

  For additional discussion of the above transactions, see Note 11--Related
Party Transactions.

                                      F-6
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                       NOTES TO FINANCIAL STATEMENTS

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

  Investments: Investments in fixed maturities include bonds and redeemable
preferred stocks. These fixed maturity investments are segregated as to those
which are available for sale and those which are held to maturity. In 1993,
United Investors chose to classify all of its fixed maturity investments as
available for sale. These investments are carried at market value with
unrealized gains and losses, net of deferred taxes, reflected directly in
shareholder's equity. In 1992, the investments which were classified as
available for sale were carried at the lower of cost or market with unrealized
losses, net of deferred taxes, reflected in shareholder's equity. Fixed
maturities held to maturity are carried at amortized cost.

  Investments in equity securities are valued at market, and investments in
mutual funds, which are included in other long-term investments, are valued at
market. Policy loans are carried at unpaid principal balances. Short-term
investments include investment in certificates of deposit and other interest-
bearing time deposits with original maturities within one year. If an
investment becomes permanently impaired, such impairment is treated as a
realized loss and the investment is adjusted to net realized value.

  Energy: Income from investments in oil and gas properties of $692 thousand,
$995 thousand, and $0 thousand is included in "investment income" for the years
ended December 31, 1993, 1992, and 1991 respectively.

  Realized gains and losses on disposition of investments are recognized as
revenue and are determined on a specific identification basis. Unrealized gains
and losses on equity securities and mutual funds, net of deferred income taxes
are reflected directly in shareholder's equity.

  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, 1993, 1992 and 1991 included $36.7 million,
$35.6 million, and $33.0 million, 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 approximate 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.

  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 SFAS 97 are
recognized as revenue over the premium-paying period of the policy. Profits 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 for 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 of
future policy benefits and the amortization of deferred acquisition costs in a
manner which recognizes profits as they are earned over the same period.

                                      F-7
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

  Future Policy Benefits: The liability for future policy benefits for
universal life-type products according to SFAS 97 is represented by policy
account value. 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 Investors
experience as adjusted to provide for possible adverse deviation. These
estimates are periodically reviewed and compared with actual experience. If it
is determined that future expected experience differs significantly from that
assumed, the estimates are revised.

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

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

  Income Taxes: In February 1992, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes. Statement 109 requires a change from the deferred method of
accounting for income taxes of APB Opinion 11 to the asset and liability method
of accounting for income taxes. Under the asset and liability method of
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. 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. Under
Statement 109, 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.

  Effective January 1, 1993, United Investors adopted Statement 109 and has
reported the cumulative effect of that change in the method of accounting for
income taxes in the 1993 statement of operations. Prior years' financial
statements have not been restated to reflect Statement 109's provisions.

  Pursuant to the deferred method under APB Opinion 11, which was applied in
1992 and prior years, deferred income taxes were recognized for revenue and
expense items that were reported in different years for financial reporting
purposes and income tax purposes using the tax rate applicable for the year of
the calculation. Under the deferred method, deferred taxes were not adjusted
for subsequent changes in tax rates.

  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.

                                      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)

  Reinsurance: United Investors cedes and assumes insurance risks with other
companies. Liabilities for future policy benefits, premiums and expenses are
reported after deduction of amounts relating to reinsurance ceded and addition
of amounts relating to reinsurance assumed.

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

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

NOTE 2--STATUTORY ACCOUNTING (UNAUDITED)

  United Investors is required to file statutory financial statements with
state insurance regulatory authorities. Accounting principles used to prepare
these statutory financial statements differ from GAAP.

  Net income and shareholder's equity on a statutory basis for United Investors
was as follows:

<TABLE>
<CAPTION>
                                         NET INCOME        SHAREHOLDERS' EQUITY
                                   YEAR ENDED DECEMBER 31,    AT DECEMBER 31,
                                   ----------------------- ---------------------
                                    1993    1992    1991      1993       1992
                                   ------- ------- ------- ---------- ----------
   <S>                             <C>     <C>     <C>     <C>        <C>
   Life insurance................. $10,277 $14,813 $25,271 $  141,281 $  151,084
</TABLE>

  The excess of shareholders' equity on a GAAP basis over that determined on a
statutory basis is not available for distribution to shareholders.

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

<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                                            ----------------------------------
                                               1993         1992        1991
                                            -----------  -----------  --------
   <S>                                      <C>          <C>          <C>
   Statutory net income.................... $    10,277  $    14,813  $ 25,271
   Deferral of acquisition costs...........      28,029       20,982    16,325
   Amortization of acquisition costs.......     (13,566)     (12,804)  (13,144)
   Differences in policy liabilities.......       6,553        4,915    (6,122)
   Deferred income taxes...................      (2,837)      (3,404)    2,821
   Other...................................       1,448        1,828      (227)
                                            -----------  -----------  --------
   GAAP net income......................... $    29,904  $    26,330  $ 24,924
                                            ===========  ===========  ========

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

<CAPTION>
                                            YEAR ENDED DECEMBER 31,
                                            ------------------------
                                               1993         1992
                                            -----------  -----------
   <S>                                      <C>          <C>          <C>
   Statutory shareholder's equity.......... $   141,281  $   151,084
   Differences in policy liabilities.......     (11,557)     (17,858)
   Deferred acquisition costs..............     139,637      134,565
   Differences in income tax liability.....     (43,256)     (38,851)
   Asset valuation reserve.................       4,992        3,186
   Non-admitted assets.....................       1,557        1,662
   Market value adjustment on Fixed
    Maturities available for sale..........      26,053            0
   Other...................................      11,234        9,356
                                            -----------  -----------
   GAAP shareholder's equity............... $   269,941  $   243,144
                                            ===========  ===========
</TABLE>

                                      F-9
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 3--INVESTMENT OPERATIONS

  Investment income is summarized as follows:

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                                     -------------------------
                                                      1993     1992     1991
                                                     -------  -------  -------
<S>                                                  <C>      <C>      <C>
  Fixed maturities.................................. $44,215  $47,369  $43,101
  Policy loans......................................     658      544      444
  Other long-term investments.......................   1,328    1,727      952
  Short-term investments............................     424      324    2,274
  Interest and dividends from affiliates............     270      144    1,393
                                                     -------  -------  -------
                                                      46,895   50,108   48,164
  Less: Investment expense..........................    (438)    (428)    (360)
                                                     -------  -------  -------
  Net investment income............................. $46,457  $49,680  $47,804
                                                     =======  =======  =======
Analysis of gains (losses) from investments:
  Realized investment gains (losses)
   Fixed maturities................................. $ 3,262  $ 2,200  $  (295)
   Mutual Funds.....................................     211      (13)       0
                                                     -------  -------  -------
   Realized investment gains (losses)............... $ 3,473  $ 2,187  $  (295)
                                                     =======  =======  =======
</TABLE>

  In May, 1993, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 115, Accounting for Certain Investments in
Debt and Equity Securities. Statement 115 requires that Investments be
classified in three categories and accounted for as follows: (i) Debt
securities which are purchased with the positive intent and ability to hold to
maturity should be classified as held to maturity and should be reported at
amortized cost; (ii) Debt and equity securities which are bought and held
principally for the purpose of selling them in the near term should be
classified as trading securities and should be reported at fair value, with
unrealized gains and losses included in earnings; and (iii) Debt and equity
securities which are not classified as either held to maturity or trading
securities should be classified as available for sale and should be reported at
fair value, with realized gains and losses excluded from earnings and reported
in a separate component of shareholders' equity.

  United Investors adopted Statement 115 at December 31, 1993 and chose to
classify all of its fixed maturity Investments as available for sale. Prior
year financial statements have not been restated. At December 31, 1992, fixed
maturities held to maturity were carried at amortized cost and fixed maturities
available for sale were carried at the lower of amortized cost or market.

                                      F-10
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 3--INVESTMENT OPERATIONS (CONTINUED)

  A summary of fixed maturities available for sale by amortized cost and
estimated market value at December 31, 1993 is as follows:
<TABLE>
<CAPTION>
                                                                        AMOUNT
                               COST OR    GROSS      GROSS             PER THE
                              AMORTIZED UNREALIZED UNREALIZED  MARKET  BALANCE
                                COST      GAINS      LOSSES    VALUE    SHEET
                              --------- ---------- ---------- -------- --------
<S>                           <C>       <C>        <C>        <C>      <C>
Bonds:
  United States Government...   20,464     1,035        (22)    21,477   21,477
  Mortgage-backed securities.  316,139    15,605       (330)   331,414  331,414
  MBS, GNMA Collateral.......   46,642     3,171         (1)    49,812   49,812
  States, municipalities and
   political subdivisions....   37,929     2,377        (56)    40,250   40,250
  Foreign governments........    1,014        54          0      1,068    1,068
  Public utilities...........   34,623     1,794       (199)    36,218   36,218
  Industrial & miscellaneous.  106,619     3,182       (944)   108,857  108,857
Redeemable preferred stocks..    1,963       387          0      2,350    2,350
                              --------   -------    -------   -------- --------
  Total Fixed Maturities.....  565,393    27,605     (1,552)   591,446  591,446
                              --------   -------    -------   -------- --------
  Total...................... $565,393   $27,605    $(1,552)  $591,446 $591,446
                              ========   =======    =======   ======== ========
</TABLE>

  A summary of fixed maturities held for Investment and available for sale by
amortized cost and estimated market value at December 31, 1992 is as follows:

<TABLE>
<CAPTION>
                                                                        AMOUNT
                               COST OR    GROSS      GROSS             PER THE
                              AMORTIZED UNREALIZED UNREALIZED  MARKET  BALANCE
                                COST      GAINS      LOSSES    VALUE    SHEET
                              --------- ---------- ---------- -------- --------
<S>                           <C>       <C>        <C>        <C>      <C>
Fixed Maturities held for
 investment:
 Bonds:
  United States Government... $ 12,994   $   642     $   0    $ 13,636 $ 12,994
  Mortgage-backed securities.  202,919    13,104      (249)    215,774  202,919
  MBS, GNMA Collateral.......   47,079     1,616      (164)     48,531   47,079
  States, municipalities and
   political subdivisions....   24,993     2,992      (172)     27,813   24,993
  Foreign governments........    1,015         0       (13)      1,002    1,015
  Public utilities...........   11,657       103       (16)     11,744   11,657
  Industrial & miscellaneous.   41,873     1,366      (139)     43,100   41,873
 Redeemable preferred stocks.    1,962       363         0       2,325    1,962
                              --------   -------     -----    -------- --------
  Total Fixed Maturities.....  344,492    20,186      (753)    363,925  344,492
                              --------   -------     -----    -------- --------
Fixed Maturities available
 for sale:
 Bonds:
  United States Government...        0         0         0           0        0
  Mortgage-backed securities.  179,927     7,598         0     187,525  179,927
  MBS, GNMA Collateral.......        0         0         0           0        0
  States, municipalities and
   political subdivisions....        0         0         0           0        0
  Foreign governments........        0         0         0           0        0
  Public utilities...........        0         0         0           0        0
  Industrial & miscellaneous.    9,877       566         0      10,443    9,877
 Redeemable preferred stocks.        0         0         0           0        0
                              --------   -------     -----    -------- --------
  Total Fixed Maturities.....  189,804     8,164         0     197,968  189,804
                              --------   -------     -----    -------- --------
  Total...................... $534,296   $28,350     $(753)   $561,893 $534,296
                              ========   =======     =====    ======== ========
</TABLE>

                                      F-11
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 3--INVESTMENT OPERATIONS (CONTINUED)

  A schedule of fixed maturities at December 31,1993 is shown below on an
amortized cost basis and on a market value basis. Actual maturities could
differ from contractual maturities due to call or prepayment.

<TABLE>
<CAPTION>
                                                                       ESTIMATED
                                                             AMORTIZED  MARKET
                                                               COST      VALUE
                                                             --------- ---------
   <S>                                                       <C>       <C>
   Due in one year or less.................................. $  8,657  $  8,713
   Due after one year through five years....................   26,249    27,907
   Due after five years through ten years...................  129,271   135,326
   Due after ten years......................................   36,473    35,924
                                                             --------  --------
                                                              200,650   207,870
   Mortgage backed securities...............................  362,781   381,226
   Redeemable preferred stock...............................    1,962     2,350
                                                             --------  --------
                                                             $565,393  $591,446
                                                             ========  ========
</TABLE>

  Proceeds from sales of fixed maturities available for sale were $42,125,526
in 1993. Gross gains realized on these sales were $998,843. Gross losses on
these sales were $28,211. Proceeds from sales of fixed maturities held to
maturity were $57,392,470 in 1993 (including $52,456,738 which was the noncash
value received in an affiliated exchange of securities); $71,875,247 in 1992,
$71,931,897 in 1991. Gross gains realized on these sales were $2,038,642 in
1993, $2,578,830 in 1992, $2,392,885 in 1991. Gross losses on these sales were
$443 in 1993, $451,423 in 1992, and $2,687,871 in 1991.

NOTE 4--DEFERRED ACQUISITION COSTS

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

<TABLE>
<CAPTION>
                                 1993                  1992                  1991
                         --------------------- --------------------- ---------------------
                          DEFERRED   VALUE OF   DEFERRED   VALUE OF   DEFERRED   VALUE OF
                         ACQUISITION INSURANCE ACQUISITION INSURANCE ACQUISITION INSURANCE
                            COSTS    PURCHASED    COSTS    PURCHASED    COSTS    PURCHASED
                         ----------- --------- ----------- --------- ----------- ---------
<S>                      <C>         <C>       <C>         <C>       <C>         <C>
Balance at beginning of
 period.................  $109,171    $25,394   $ 98,266    $28,121    $91,827    $31,380
 Additions:
  Deferred during
   period:
  Commissions...........    23,736          0     17,240          0     12,927          0
  Other expenses........     4,293          0      3,742          0      3,398          0
                          --------    -------   --------    -------    -------    -------
   Total deferred.......    28,029          0     20,982          0     16,325          0
                          --------    -------   --------    -------    -------    -------
    Total additions.....    28,029          0     20,982          0     16,325          0
 Deductions:
  Amortized during
   period...............   (11,403)    (2,163)   (10,077)    (2,727)    (9,886)    (3,259)
  Adjustment
   attributable to
   unrealized investment
   gains................    (9,391)         0          0          0          0          0
                          --------    -------   --------    -------    -------    -------
Balance at end of year..  $116,406    $23,231   $109,171    $25,394    $98,266    $28,121
                          ========    =======   ========    =======    =======    =======
</TABLE>

  The amount of interest accrued on the unamortized balance of value of
insurance purchased was $1.7 million, $1.9 million, and $2.1 million for the
years ended December 31, 1993, 1992 and 1991, respectively. The average
interest accrual rates used were 6.88%, 7.03% and 7.18%, respectively. The

                                      F-12
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 4--DEFERRED ACQUISITION COSTS (CONTINUED)

estimated amount of the unamortized value of business purchased balance at
December 31, 1993 to be amortized during each of the next five years is: 1994,
$2.1 million; 1995, $1.9 million; 1996, $1.7 million; 1997, $1.6 million; 1998,
$1.4 million.

  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 31,1993 AT DECEMBER 31,1992
                                         ------------------- -------------------
                                                ACCUMULATED         ACCUMULATED
                                          COST  DEPRECIATION  COST  DEPRECIATION
                                         ------ ------------ ------ ------------
<S>                                      <C>    <C>          <C>    <C>
Data processing equipment............... $  140     $128     $  138     $122
Transportation equipment................    157       71        158       52
Furniture and office equipment..........    917      798        916      740
                                         ------     ----     ------     ----
  Total................................. $1,214     $997     $1,212     $914
                                         ======     ====     ======     ====
</TABLE>

  Depreciation expense on property and equipment used in the business was $82.9
thousand, $96.8 thousand, and $106.3 thousand in each of the years 1993, 1992,
and 1991, respectively.

NOTE 6--FUTURE POLICY BENEFIT RESERVES

  A summary of the assumptions used in determining the liability for future
policy benefits is as follows:

                         INDIVIDUAL LIFE INSURANCE

Interest Assumptions:

<TABLE>
<CAPTION>
                                                         PERCENT OF
            YEARS OF ISSUE        INTEREST RATES         LIABILITY
            --------------     ---------------------     ----------
            <S>                <C>                       <C>
            1962-1993                          3.00%          4%
            1981-1993                          4.00%
            1981-1985                          4.50%
            1993-1993                          5.00%
            1981-1993                          5.50%
            1993-1993                          6.00%
            1986-1992          7.00% graded to 6.00%         15%
            1962-1985          8.50% graded to 6.00%          8%
            1981-1985          8.50% graded to 7.00%          8%
            1984-1993             Interest sensitive         65%
                                                            ----
                                                            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-13
<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 an amount that would
have been paid if the company was filing a separate tax return. A company with
losses is paid a tax benefit currently to the extent that affiliated companies
with taxable income utilize those losses.

  As discussed in Note 1, United Investors adopted Statement 109 on January 1,
1993. The cumulative effect of this change in accounting for income taxes is a
$3.0 million addition to net income for the year ended December 31, 1993. This
amount is included in the cumulative effect of changes in accounting principles
line on the statement of operations.

  Total income tax expense for the year ended December 31, 1993 was allocated
as follows:

<TABLE>
   <S>                                                                 <C>
   Net operating income before income taxes........................... $15,130
   Change in accounting standards for post-retirement benefits other
    than pensions.....................................................     (61)
   Shareholder's equity, for unrealized gains.........................   6,229
   Shareholder's equity, for compensation expense for tax purposes in
    excess of amounts recognized for financial reporting purposes.....    (162)
                                                                       -------
                                                                       $21,136
                                                                       =======
</TABLE>

  Income tax expense before the cumulative effect of the change in accounting
principles and adjustments to shareholder's equity is summarized as follows:

<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31,
                                                       -----------------------
                                                        1993    1992    1991
                                                       ------- ------- -------
<S>                                                    <C>     <C>     <C>
Current income tax expense............................ $ 8,377 $13,013 $15,314
Increase in January 1, 1993 deferred income tax
 liability due to increase in corporate income tax
 rate to 35%..........................................     801       0       0
Deferred income tax expense (benefit).................   5,952     152  (3,050)
                                                       ------- ------- -------
  Total............................................... $15,130 $13,165 $12,264
                                                       ======= ======= =======
</TABLE>

  The effective income tax rate differed from the expected 35% rate in 1993 and
34% rate in 1992 and 1991 as shown below:

<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                                        ----------------------------------------
                                         1993     %    1992     %    1991     %
                                        -------  ---  -------  ---  -------  ---
<S>                                     <C>      <C>  <C>      <C>  <C>      <C>
Expected income taxes.................. $14,699   35% $13,429   34% $12,644   34%
Increase (reduction) in income taxes
 resulting from:
Tax-exempt investment income...........    (485)  (1)    (460)  (1)    (458)  (1)
Purchase accounting differences........      99    0       97    0       77    0
Effect of tax rate change on deferred
 liability.............................     801    2        0    0        0    0
Other..................................      16    0       99    0        1    0
                                        -------  ---  -------  ---  -------  ---
Income taxes........................... $15,130   36% $13,165   33% $12,264   33%
                                        =======  ===  =======  ===  =======  ===
</TABLE>


                                      F-14
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 7--INCOME TAXES (CONTINUED)

  The significant components of deferred income tax expense before the
cumulative effect of the change in accounting principles and adjustments to
shareholder's equity for the year ended December 31, 1993 are as follows:

<TABLE>
<S>                                                                      <C>
Deferred income tax expense (exclusive of the effect of the component
 listed below).......................................................... $9,030
Adjustments to deferred tax assets and liabilities for the increase in
 the corporate income tax rate from 34% to 35%..........................    801
                                                                         ------
                                                                         $9,831
                                                                         ======
</TABLE>

  For the years ended December 31, 1992 and 1991, deferred income tax expense
(benefit) of $152 and ($3,050), respectively, resulted from timing differences
in the recognition of revenue and expense for financial reporting and income
tax purposes. The sources and tax effect of those timing differences are
presented below:

<TABLE>
<CAPTION>
                                                                 YEAR ENDED
                                                                DECEMBER 31,
                                                                --------------
                                                                1992    1991
                                                                -----  -------
   <S>                                                          <C>    <C>
   Deferred acquisition costs.................................. $ 898  $  (731)
   Reserve and premium adjustments.............................   218   (2,646)
   Other.......................................................  (964)     327
                                                                -----  -------
                                                                $ 152  $(3,050)
                                                                =====  =======
</TABLE>

  The tax effects of temporary differences that gave rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1993 are presented below:

<TABLE>
   <S>                                                                  <C>
   Deferred tax assets:
    Future policy benefits, unearned and advance premiums, and policy
     claims............................................................ $15,082
    Other liabilities, principally due to the current nondeductibilty
     for tax purposes of certain accrued expenses......................     180
                                                                        -------
    Total gross deferred tax assets....................................  15,262
    Less valuation allowance...........................................       0
                                                                        -------
    Net deferred tax assets............................................  15,262
                                                                        -------
   Deferred tax liabilities:
    Energy investments, principally due to accelerated depletion
     deductions for tax purposes.......................................     291
    Deferred acquisition costs.........................................  43,723
    Unrealized investment gains........................................   6,400
    Other..............................................................  13,534
                                                                        -------
    Total gross deferred tax liabilities...............................  63,948
                                                                        -------
   Net deferred tax liability..........................................  48,686
                                                                        =======
</TABLE>

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

  United Investors has not recognized a deferred tax liability of approximately
$2.2 million 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.

                                      F-15
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 8--RETIREMENT PLANS

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

<TABLE>
<CAPTION>
                                                             DEFINED    DEFINED
      YEAR ENDED                                           CONTRIBUTION BENEFIT
     DECEMBER 31,                                             PLANS      PLAN
     ------------                                          ------------ -------
     <S>                                                   <C>          <C>
     1993.................................................     $24        $61
     1992.................................................      30         43
     1991.................................................      29         60
</TABLE>

  Net periodic pension cost for the defined benefit plan which covers United
Investors' employees has been calculated on the projected unit credit actuarial
cost method in accordance with the Statement of Financial Accounting Standards
No. 87 ("SFAS 87"), which was adopted effective January 1, 1986. Contributions
are made to the plan equal to pension expense subject to minimums required by
regulation and maximums allowed for tax purposes. United Investors records the
difference between the SFAS 87 expense and the actual cash contribution to the
plan to a liability account. The liability recorded was $117 thousand at
December 31, 1993, and $55 thousand at December 31, 1992. The plan is organized
as a trust fund whose assets consist primarily of investments in long-term
fixed maturities and equity securities. These assets are valued at market.

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

NOTE 9--POSTRETIREMENT BENEFITS

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

  United Investors adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," in 1993. This statement requires
that the expected cost of providing future benefits to employees be accrued
during the employees' service period until each employee reaches full
eligibility. Two options for recognizing the accumulated benefit obligation are
provided upon adoption of Statement 106 for participants. The employer can
either recognize the transition obligation immediately as the effect of an
accounting change, or it can recognize the obligation in the financial
statements on a delayed basis, amortizing the obligation on a straight-line
basis over the greater of the participants' future service period or twenty
years. United Investors elected to recognize the effect of the obligation
immediately as a change in accounting principle. The cumulative effect of this
change in accounting resulted in a $174 thousand after-tax charge to net
income. It was reported as part of the cumulative effect of changes in
accounting principles. In accordance with the provisions of SFAS 106, prior
years' financial statements have not been restated to apply the provisions of
this statement.

  Postretirement benefit cost for the year ended December 31, 1993 was $18
thousand; it includes the expected cost of postretirement benefits for newly
eligible or vested employees, the interest cost, and gains and losses arising
from differences between actuarial assumptions and actual experience.

                                      F-16
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 9--POSTRETIREMENT BENEFITS (CONTINUED)

  At December 31, 1993, the unfunded postretirement benefit obligation for
retirees and other fully eligible or vested plan participants was $156
thousand. No such obligation was recorded as of December 31, 1992. The
estimated cost of the benefit obligation for active non-vested employees was
$28 thousand. The discount rate used in determining the accumulated
postretirement benefit obligation was 8.5% and the health care cost trend rate
was 14%, graded to 5.5% over 15 years.

NOTE 10--REINSURANCE

  United Investors reinsures that portion of insurance risk which is in excess
of its retention limit. The maximum net retention limit for ordinary life
insurance is $525,000 per life. Life insurance ceded represented 2% of total
life insurance in force at December 31, 1993 and 3% of premium income for 1993.
United Investors would be liable for the reinsured risks ceded to other
companies to the extent that such reinsuring companies are unable to meet their
obligation.

  United Investors did not assume insurance risks of other companies for the
year ended December 31, 1993.

NOTE 11--RELATED PARTY TRANSACTIONS

  The primary distributor of United Investors' Insurance products is Waddell &
Reed, Inc. ("W&R"), a United Management affiliate. W&R receives a commission
for marketing these products which was $25.6 million, $19 million, and $14.3
million for the years ended December 31, 1993, 1992, and 1991, respectively.

  In December, 1984, United Investors' operations were relocated to the
premises of another Torchmark insurance affiliate. United Investors was charged
for space, equipment, and services provided by that affiliate amounting to $1.5
million in 1993, $1.5 million in 1992 and $1.5 million in 1991.

  Torchmark performed certain administrative services for United Investors for
which it charged $192 thousand in 1993, $180 thousand in 1992 and $192 thousand
in 1991.

  In October, 1990, United Investors loaned United Management $17.5 million.
The loan bears interest at the rate of 9%. United Investors accrued and
included in net investment income $1.4 million in interest income from this
note in 1991. In November, 1991, the note for $17.5 million was redeemed.
United Investors loaned United Management $15 million in December, 1992. The
loan bears interest at a rate of 7.71%. United Investors accrued and included
in net investment income $29 in interest income from this note in 1992. In
March 1993, the 15 million note was canceled by the receipt of $14.7 million in
United States Treasury Securities $292 thousand in accrued interest and $.7
thousand in cash.

  During 1993, cash dividends of $14.8 were declared. There was an exchange of
a dividend in kind to United Management for the sale of United States Treasury
Securities in the amount of $14.4 million with $395 thousand in accrued
interest and $2.2 thousand was paid.

  United Investors serves as sponsor to two separate accounts and depositor to
the underlying investment fund in connection with its variable product
business. At December 31, 1993 and 1992 United Investors had investment of
$10.1 million and $8.9 million, respectively, in the separate accounts and $38
thousand and $37 thousand, respectively, in the underlying fund which
investments were included in other long-term invested assets and carried at
market.

                                      F-17
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 11--RELATED PARTY TRANSACTIONS (CONTINUED)

  Other long-term invested assets also includes investments, carried at market,
in the United Group of Mutual Funds and certain other funds for which W&R is
the sole advisor. These investments were $11.7 million and $8.2 million at
December 31, 1993 and 1992, respectively. Investment income derived from these
investments is included in net investment income.

  During 1992, United Investors made open market purchases of Torchmark
Corporation Preferred Stock totaling $1.6 million. This investment is included
in investment in affiliates and is carried at cost. In April 1993, the $1.8
million in Torchmark Corporation Preferred Stock which includes accrued
interest was sold back to Torchmark Corporation in exchange for $1.8 million in
8% GNMA Securities plus $33.3 thousand in cash.

  United Investors exchanged $52.5 million of municipal bonds for GNMA's from
United American Life Insurance Company. Net accrued interest transferred was
$419 thousand and $216 thousand was received in cash.

  During 1992, United Investors invested $5.8 million in Torch Energy VII
Limited Partnership, which is managed by Torch Energy, an affiliated company.
Of this amount, $2.8 million and $2.8 million was respectively acquired from
Globe Life and Accident Insurance Company and United American Insurance
Company, both of which are affiliates. United Investors during the same period
sold $.6 million of this partnership.

NOTE 12--COMMITMENTS AND CONTINGENCIES

  Leases: United Investors leases office equipment under various operating
lease arrangements. Rental expense was $6.1 thousand, $3.1 thousand, and 1.5
thousand in 1993, 1992, and 1991, respectively. There were no future minimum
rental commitments under noncancelable operating leases having remaining lease
terms in excess of one year at December 31, 1993.

  Restrictions on the transfer of funds: Regulatory restrictions exist on the
transfer of funds from insurance companies. These restrictions generally limit
the payment of dividends to the statutory net gain from operations of the prior
year in the absence of special approval. Additionally, insurance companies are
not permitted to distribute the excess of shareholder's equity as determined on
a generally accepted accounting basis over that determined on a statutory
basis. Restricted net assets at December 31, 1993 in compliance with all
regulations were $131.7 million.

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

  Concentrations of credit risk: United Investors maintains a highly
diversified investment portfolio with limited concentration in any given
region, industry, or economic characteristic. The investment portfolio consists
of securities of the U.S. government or U.S. government-backed securities
(63%); securities of state and municipal governments (6%); investment-grade
corporate bonds (25%); United Funds (3%); short term investments (2%); and
policy loans (1%) which are secured by the underlying insurance policy value.
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, 1993, approximately 7% of
the portfolio was invested in securities of financial institutions; 5% of the
portfolio was invested in securities of regulated utilities; 3% was invested in
finance companies;

                                      F-18
<PAGE>


                  UNITED INVESTORS LIFE INSURANCE COMPANY

                NOTES TO FINANCIAL STATEMENTS--(CONCLUDED)

                       (DOLLAR AMOUNTS IN THOUSANDS)

NOTE 12--COMMITMENTS AND CONTINGENCIES (CONTINUED)

2% was invested in retail companies. 1% was invested in food and beverage
companies; and 1% was invested in oil and gas companies. Otherwise, no
individual industry represented more than 1% of United Investor's investments.
At the end of 1993, less than 1% of the carrying value of securities was rated
below investment grade. Par value of these investments was $2.7 million,
amortized cost was $2.7 million, and market value was $2.8 million. 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-19
<PAGE>


                       INDEPENDENT AUDITORS' REPORT

The Board of Directors of
United Investors Life Insurance Company
And the Contract Owners of the
United Investors Life Variable Account
Birmingham, Alabama

We have audited the accompanying balance sheets of United Investors Life
Variable Account as of December 31, 1993 and 1992 and the related statements of
operations and changes in net assets for each of the years in the three-year
period ended December 31, 1993. These financial statements are the
responsibility of the United Investors Life Insurance 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 Variable
Account at December 31,1993 and 1992 and the results of its operations and its
changes in net assets for each of the years in the three-year period ended
December 31, 1993 in conformity with generally accepted accounting principles.

                                          KPMG PEAT MARWICK

Birmingham, Alabama

March 28, 1994

                                      F-20
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                               BALANCE SHEET

                          AS OF DECEMBER 31, 1993

<TABLE>
<CAPTION>
                           MONEY                  HIGH
                           MARKET      BOND      INCOME     GROWTH     INCOME      TOTAL
                           ------      ----      ------     ------     ------      -----
<S>                      <C>        <C>        <C>        <C>        <C>        <C>
Assets:
Investments in Mutual
 Funds (Note B)......... $1,527,136 $2,796,452 $3,096,487 $9,336,020 $3,007,189 $19,763,284
                         ---------- ---------- ---------- ---------- ---------- -----------
Total assets............  1,527,136  2,796,452  3,096,487  9,336,020  3,007,189  19,763,284
                         ---------- ---------- ---------- ---------- ---------- -----------
Liabilities:
Mortality and expense
 risk charge payable to
 Sponsor (Note D).......        328        643        710      2,117        681       4,479
                         ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities.......        328        643        710      2,117        681       4,479
                         ---------- ---------- ---------- ---------- ---------- -----------
Net assets (Note C)..... $1,526,808 $2,795,809 $3,095,777 $9,333,903 $3,006,508 $19,758,805
                         ========== ========== ========== ========== ========== ===========
Equity:
Equity of Sponsor....... $  695,795 $  897,835 $  898,726 $1,194,808 $1,416,084 $ 5,103,248
Equity of contract
 owners.................    831,013  1,897,974  2,197,051  8,139,095  1,590,424  14,655,557
                         ---------- ---------- ---------- ---------- ---------- -----------
Total equity............ $1,526,808 $2,795,809 $3,095,777 $9,333,903 $3,006,508 $19,758,805
                         ========== ========== ========== ========== ========== ===========
Accumulation units
 outstanding............  1,097,169  1,556,972  1,722,316  3,906,038  2,123,115  10,405,610
                         ========== ========== ========== ========== ========== ===========
Net asset value per
 unit................... $ 1.391589 $ 1.795671 $ 1.797450 $ 2.389609 $ 1.416083
                         ========== ========== ========== ========== ==========
</TABLE>

                          AS OF DECEMBER 31, 1992
<TABLE>
<S>                      <C>        <C>        <C>        <C>        <C>        <C>
Assets:
Investments in Mutual
 Funds (Note B)......... $1,360,357 $2,293,028 $2,422,519 $7,579,929 $2,048,249 $15,704,082
                         ---------- ---------- ---------- ---------- ---------- -----------
Total assets............  1,360,357  2,293,028  2,422,519  7,579,929  2,048,249  15,704,082
                         ---------- ---------- ---------- ---------- ---------- -----------
Liabilities:
Mortality and expense
 risk charge payable to
 Sponsor (Note D).......        313        488        515      1,600        426       3,342
                         ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities.......        313        488        515      1,600        426       3,342
                         ---------- ---------- ---------- ---------- ---------- -----------
Net assets (Note C)..... $1,360,044 $2,292,540 $2,422,004 $7,578,329 $2,047,823 $15,700,740
                         ========== ========== ========== ========== ========== ===========
Equity:
Equity of Sponsor....... $  682,007 $  803,866 $  766,771 $1,054,168 $1,214,428 $ 4,521,240
Equity of contract
 owners.................    678,037  1,488,674  1,655,233  6,524,161    833,395  11,179,500
                         ---------- ---------- ---------- ---------- ---------- -----------
Total equity............ $1,360,044 $2,292,540 $2,422,004 $7,578,329 $2,047,823 $15,700,740
                         ========== ========== ========== ========== ========== ===========
Accumulation units
 outstanding............    997,090  1,425,948  1,579,355  3,594,472  1,686,244   9,283,109
                         ========== ========== ========== ========== ========== ===========
Net asset value per
 unit................... $ 1.364014 $ 1.607730 $ 1.533540 $ 2.108329 $ 1.214429
                         ========== ========== ========== ========== ==========
</TABLE>

                    See Notes to Financial Statements.

                                      F-21
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

             STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                   FOR THE YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>
                            MONEY                    HIGH
                            MARKET       BOND       INCOME      GROWTH      INCOME       TOTAL
                            ------       ----       ------      ------      ------       -----
<S>                       <C>         <C>         <C>         <C>         <C>         <C>
Dividend income
 (Note B)...............  $   36,733  $  236,531  $  239,677  $1,086,726  $   27,974  $ 1,627,641
Expenses paid to Sponsor
 (Note D):
 Mortality and expense
  risk charge...........       8,464      15,432      16,597      50,351      14,783      105,627
 Contract maintenance
  charges:
  Sales expense.........       3,411       7,478       8,564      29,246       5,788       54,487
  Underwriting and issue
   expense..............         528       1,131       1,221       4,302         735        7,917
  Premium taxes.........       1,321       2,826       3,054      10,757       1,839       19,797
  Cost of insurance.....       7,255      16,022      14,452      45,572       9,248       92,549
  Administrative
   expense..............       2,642       2,792       3,691      13,164       1,585       23,874
                          ----------  ----------  ----------  ----------  ----------  -----------
   Total................      23,621      45,681      47,579     153,392      33,978      304,251
Net investment income...      13,112     190,850     192,098     933,334      (6,004)   1,323,390
Realized investment
 gains distributed to
 accounts...............           0      10,928         746      64,184      16,652       92,510
Unrealized investment
 gains (losses).........           0      39,599     209,056     (51,065)    353,603      551,193
                          ----------  ----------  ----------  ----------  ----------  -----------
Net gain on investments.           0      50,527     209,802      13,119     370,255      643,703
                          ----------  ----------  ----------  ----------  ----------  -----------
Net increase in net
 assets from operations.      13,112     241,377     401,900     946,453     364,251    1,967,093
Premium deposits and net
 transfers*.............     164,497     262,678     289,673     891,622     600,044    2,208,514
Transfer to Sponsor for
 benefits and
 terminations...........     (10,845)       (786)    (17,800)    (82,501)     (5,610)    (117,542)
                          ----------  ----------  ----------  ----------  ----------  -----------
Total increase..........     166,764     503,269     673,773   1,755,574     958,685    4,058,065
Net assets at beginning
 of period..............   1,360,044   2,292,540   2,422,004   7,578,329   2,047,823   15,700,740
                          ----------  ----------  ----------  ----------  ----------  -----------
Net assets at end of
 period (Note C)........  $1,526,808  $2,795,809  $3,095,777  $9,333,903  $3,006,508  $19,758,805
                          ==========  ==========  ==========  ==========  ==========  ===========
</TABLE>

*Includes transfer activity from (to) other portfolios.

                    See Notes to Financial Statements.

                                      F-22
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

             STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                   FOR THE YEAR ENDED DECEMBER 31, 1992

<TABLE>
<CAPTION>
                            MONEY                    HIGH
                            MARKET       BOND       INCOME      GROWTH      INCOME       TOTAL
                            ------       ----       ------      ------      ------       -----
<S>                       <C>         <C>         <C>         <C>         <C>         <C>
Dividend income
 (Note B)...............  $   50,901  $  161,400  $  212,954  $  685,839  $   28,905  $ 1,139,999
Expenses paid to Sponsor
 (Note D):
 Mortality and expense
  risk charge...........       9,586      12,996      13,472      40,950       9,832       86,836
 Contract maintenance
  charges:
  Sales expense.........       4,229       6,269       7,039      26,064       1,911       45,512
  Underwriting and issue
   expense..............         629         993       1,051       3,969         273        6,915
  Premium taxes.........       1,572       2,483       2,625       9,922         681       17,283
  Cost of insurance.....       8,398      14,567      13,179      45,746       3,731       85,621
  Administrative
   expense..............       2,866       2,721       3,389      12,061         861       21,898
                          ----------  ----------  ----------  ----------  ----------  -----------
   Total................      27,280      40,029      40,755     138,712      17,289      264,065
Net investment income...      23,621     121,371     172,199     547,127      11,616      875,934
Realized investment
 gains (losses)
 distributed to
 accounts...............           0      10,064     (19,932)     76,673       4,805       71,610
Unrealized investment
 gains (losses).........           0     (11,120)    128,310     540,740     182,561      840,491
                          ----------  ----------  ----------  ----------  ----------  -----------
Net gain (loss) on
 investments............           0      (1,056)    108,378     617,413     187,366      912,101
                          ----------  ----------  ----------  ----------  ----------  -----------
Net increase in net
 assets from operations.      23,621     120,315     280,577   1,164,540     198,982    1,788,035
Premium deposits and net
 transfers*.............    (259,241)    205,541     190,501     499,046     648,347    1,284,194
Transfer to Sponsor for
 benefits and
 terminations...........     (37,660)   (163,114)   (202,298)   (338,597)    (30,049)    (771,718)
                          ----------  ----------  ----------  ----------  ----------  -----------
Total increase
 (decrease).............    (273,280)    162,742     268,780   1,324,989     817,280    2,300,511
Net assets at beginning
 of period..............   1,633,324   2,129,798   2,153,224   6,253,340   1,230,543   13,400,229
                          ----------  ----------  ----------  ----------  ----------  -----------
Net assets at end of
 period (Note C)........  $1,360,044  $2,292,540  $2,422,004  $7,578,329  $2,047,823  $15,700,740
                          ==========  ==========  ==========  ==========  ==========  ===========
</TABLE>

*Includes transfer activity from (to) other portfolios.

                    See Notes to Financial Statements.

                                      F-23
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

             STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                   FOR THE YEAR ENDED DECEMBER 31, 1991

<TABLE>
<CAPTION>
                            MONEY                    HIGH
                            MARKET       BOND       INCOME      GROWTH      INCOME       TOTAL
                            ------       ----       ------      ------      ------       -----
<S>                       <C>         <C>         <C>         <C>         <C>         <C>
Dividend income
 (Note B)...............  $   93,590  $  177,408  $  219,457  $1,056,050  $   13,244  $ 1,559,749
Expenses paid to Sponsor
 (Note D):
 Mortality and expense
  risk charge...........      10,449      11,867      11,564      32,225       2,900       69,005
 Contract maintenance
  charges:
  Sales expense.........       6,134       6,530       7,143      22,341           0       42,148
  Underwriting and issue
   expense..............         961       1,030       1,080       3,481           0        6,552
  Premium taxes.........       2,402       2,575       2,702       8,703           0       16,382
  Cost of insurance.....      13,713      15,394      14,868      42,660           0       86,635
  Administrative
   expense..............       3,237       2,647       3,324      10,741           0       19,949
                          ----------  ----------  ----------  ----------  ----------  -----------
   Total................      36,896      40,043      40,681     120,151       2,900      240,671
Net investment income...      56,694     137,365     178,776     935,899      10,344    1,319,078
Realized investment
 gains (losses)
 distributed to
 accounts...............           0       2,756     (23,497)     39,489          17       18,765
Unrealized investment
 gains..................           0     120,269     354,853     523,395      73,078    1,071,595
                          ----------  ----------  ----------  ----------  ----------  -----------
Net gain on investments.           0     123,025     331,356     562,884      73,095    1,090,360
                          ----------  ----------  ----------  ----------  ----------  -----------
Net increase in net
 assets from operations.      56,694     260,390     510,132   1,498,783      83,439    2,409,438
Premium deposits and net
 transfers*.............        (241)    (18,896)    121,017     504,499     147,586      753,463
Investment by Sponsor
 (Note E)...............           0           0           0           0   1,000,000    1,000,000
Transfer to Sponsor for
 benefits and
 terminations...........    (605,695)    (36,536)    (48,600)   (177,587)       (482)    (868,900)
                          ----------  ----------  ----------  ----------  ----------  -----------
Total increase
 (decrease).............    (549,744)    204,958     582,549   1,825,695   1,230,543    3,294,001
Net assets at beginning
 of period..............   2,183,068   1,924,840   1,570,675   4,427,645           0   10,106,228
                          ----------  ----------  ----------  ----------  ----------  -----------
Net assets at end of
 period (Note C)........  $1,633,324  $2,129,798  $2,153,224  $6,253,340  $1,230,543  $13,400,229
                          ==========  ==========  ==========  ==========  ==========  ===========
</TABLE>

*Includes transfer activity from (to) other portfolios.

                    See Notes to Financial Statements.

                                      F-24
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                       NOTES TO FINANCIAL STATEMENTS

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization--The United Investors Life Variable Account ("the Life Variable
Account") was established on January 5, 1987 as a segregated account of United
Investors Life Insurance Company ("the Sponsor") and has been registered as a
unit investment trust under the Investment Company Act of 1940. The Life
Variable Account invests in shares of TMK/United Funds, Inc. ("the Fund"), a
mutual fund with five separate investment portfolios including a money market
portfolio, a bond portfolio, a high income portfolio, a growth portfolio, and
an income portfolio. The assets of each portfolio of the Fund are held separate
from the assets of the other portfolios. Thus, each portfolio operates as a
separate investment portfolio, and the investment performance of one portfolio
has no effect on any other portfolio.

  Basis of Presentation--The financial statements of the Life Variable Account
have been prepared on an accrual basis in accordance with generally accepted
accounting principles.

  Federal Taxes--Currently no charge is made to the Life Variable Account for
federal income taxes because no federal income tax is imposed on the Sponsor
for the Life Variable Account investment income under current tax law.

NOTE B--INVESTMENTS

  Stocks and convertible bonds of the Fund are valued at the latest sale price
on the last business day of the fiscal period as reported by the principal
securities exchange on which the issue is traded or, if no sale is reported for
a stock, the average of the latest bid and asked prices. Bonds, other than
convertible bonds, are valued using a matrix pricing system provided by a major
dealer in bonds. Convertible bonds are valued using this pricing system only on
days when there is no sale reported. Stocks which are traded over-the-counter
are priced using NASDAQ (National Association of Securities Dealers Automated
Quotations) which provides information on bid and asked prices quoted by major
dealers in such stocks. Short-term debt securities are valued at amortized
cost, which approximates market.

  Security transactions are accounted for by the Fund on the trade date (date
the order to buy or sell is executed). Securities gains and losses are
calculated on the specific identification method. Dividend income is recorded
on the ex-dividend date. Interest income is recorded on the accrual basis.

  Investments in shares of the separate investment portfolios are stated at
market value which is the net asset value per share as determined by the
respective portfolios (see Note C--Net Assets). Dividends received by the
portfolios are reinvested daily in additional shares of the portfolios and are
recorded as dividend income on the record date.

                                      F-25
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                       NOTES TO FINANCIAL STATEMENTS

  The following is a summary of reinvested dividends by portfolio:

<TABLE>
<CAPTION>
                                                             1993
                                                             ----
             INVESTMENT PORTFOLIO              SHARES REINVESTED DIVIDEND INCOME
             --------------------              ----------------- ---------------
<S>                                            <C>               <C>
Money Market..................................       36,733         $  36,733
Bond..........................................       43,083           236,531
High Income...................................       53,190           239,677
Growth........................................      175,386         1,086,726
Income........................................        4,044            27,974
<CAPTION>
                                                             1992
                                                             ----
             INVESTMENT PORTFOLIO              SHARES REINVESTED DIVIDEND INCOME
             --------------------              ----------------- ---------------
<S>                                            <C>               <C>
Money Market..................................       50,901         $  50,901
Bond..........................................       30,905           161,400
High Income...................................       50,040           212,954
Growth........................................      111,509           685,839
Income........................................        4,952            28,905
<CAPTION>
                                                             1991
                                                             ----
             INVESTMENT PORTFOLIO              SHARES REINVESTED DIVIDEND INCOME
             --------------------              ----------------- ---------------
<S>                                            <C>               <C>
Money Market..................................       93,590         $  93,590
Bond..........................................       34,962           177,408
High Income...................................       57,406           219,457
Growth........................................      188,671         1,056,050
Income........................................        2,641            13,244
</TABLE>

                                      F-26
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                       NOTES TO FINANCIAL STATEMENTS

NOTE C--NET ASSETS

  The following table illustrates by component parts the net asset value for
each portfolio.

<TABLE>
<CAPTION>
                           MONEY                    HIGH
1993                       MARKET       BOND       INCOME      GROWTH      INCOME
- ----                     ----------  ----------  ----------  ----------  ----------
<S>                      <C>         <C>         <C>         <C>         <C>
Cost to:
  Contract Owners....... $1,424,236  $1,687,563  $1,954,826  $5,454,373  $1,395,977
  Sponsor...............    500,000     500,000     500,000     500,000   1,000,000
Adjustment for market
 appreciation
 (depreciation) and
 reinvested dividends...    535,909   1,136,054   1,296,577   4,917,934     700,839
Deductions:
  Mortality and expense
   risk charge..........    (56,800)    (68,782)    (78,360)   (197,119)    (27,515)
  Contract maintenance
   charges:
   Sales expense........    (23,829)    (33,471)    (42,735)   (125,858)     (7,699)
   Underwriting & issue
    expense.............     (3,819)     (5,261)     (6,907)    (19,506)     (1,008)
   Premium taxes........     (9,548)    (13,152)    (17,268)    (48,768)     (2,520)
  Cost of insurance.....    (50,236)    (76,178)    (91,242)   (235,124)    (12,979)
  Administrative
   expense..............    (10,046)    (11,972)    (17,864)    (53,571)     (2,296)
  Loan interest.........     (3,474)     (1,353)     (1,111)     (3,297)       (150)
  Benefits &
   terminations.........   (775,585)   (317,639)   (400,139)   (855,161)    (36,141)
                         ----------  ----------  ----------  ----------  ----------
Net assets.............. $1,526,808  $2,795,809  $3,095,777  $9,333,903  $3,006,508
                         ==========  ==========  ==========  ==========  ==========
<CAPTION>
1992
- ----
<S>                      <C>         <C>         <C>         <C>         <C>
Cost to:
  Contract Owners....... $1,259,739  $1,424,885  $1,665,153  $4,562,751  $  795,933
  Sponsor...............    500,000     500,000     500,000     500,000   1,000,000
Adjustment for market
 appreciation
 (depreciation) and
 reinvested dividends...    499,176     848,996     847,098   3,818,089     302,610
Deductions:
  Mortality and expense
   risk charge..........    (48,336)    (53,350)    (61,763)   (146,768)    (12,732)
  Contract maintenance
   charges:
   Sales expense........    (20,418)    (25,993)    (34,171)    (96,612)     (1,911)
   Underwriting & issue
    expense.............     (3,291)     (4,130)     (5,686)    (15,204)       (273)
   Premium taxes........     (8,227)    (10,326)    (14,214)    (38,011)       (681)
  Cost of insurance.....    (42,981)    (60,156)    (76,790)   (189,552)     (3,731)
  Administrative
   expense..............     (8,592)     (9,437)    (14,556)    (41,654)       (762)
  Loan interest.........     (2,286)     (1,096)       (728)     (2,050)        (99)
  Benefits &
   terminations.........   (764,740)   (316,853)   (382,339)   (772,660)    (30,531)
                         ----------  ----------  ----------  ----------  ----------
Net assets.............. $1,360,044  $2,292,540  $2,422,004  $7,578,329  $2,047,823
                         ==========  ==========  ==========  ==========  ==========
</TABLE>

                                      F-27
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                       NOTES TO FINANCIAL STATEMENTS

NOTE D--CHARGES AND DEDUCTIONS

Fund Management and Fees

  Waddell & Reed Investment Management Company ("the Manager"), an affiliate of
the Sponsor, is the investment manager for the Fund. Fees for the Manager's
services are deducted from dividend income at the following annual rates: Money
Market Portfolio--.51 of 1% of net assets; Bond Portfolio--.54 of 1% of net
assets; High Income Portfolio--.66 of 1% of net assets; Growth Portfolio--.71
of 1% of net assets; and Income Portfolio--.71 of 1% of net assets. These fees
are a result of the combination of two elements: (i) a specific fee computed on
each portfolio's net asset value at the close of each business day at the
following annual rates: Money Market Portfolio--None; Bond Portfolio--.03 of 1%
of net assets; High Income Portfolio--.15 of 1% of net assets; Growth
Portfolio--.20 of 1% of net assets; and Income Portfolio--.20 of 1% of net
assets; and (ii) a base fee computed each day on the combined net asset values
of all of the portfolios and allocated among the portfolios based on their
relative net asset size at the annual rate of .51 of 1%. The amount of these
fees have been:

<TABLE>
<CAPTION>
                                                          1993    1992    1991
                                                         ------- ------- -------
   <S>                                                   <C>     <C>     <C>
   Money Market......................................... $ 7,263 $ 7,955 $ 8,762
   Bond.................................................  13,816  11,567  10,576
   High Income..........................................  18,154  14,667  12,642
   Growth...............................................  58,989  48,017  37,936
   Income...............................................  17,340  11,442   3,303
</TABLE>

  In May 1994, the following funds with the corresponding fees will become
available. Fees for the investment management services are deducted from
dividend income at the following annual rates: International Portfolio--.81 of
1% of net assets; Small Cap Portfolio--.86 of 1% of net assets; Balanaced
Portfolio--.61 of 1% of net assets and Limited-Term Bond Portfolio--.56 of 1%
of net assets. These fees are the result of the combination of two elements;
(i) a specific fee computed on each Portfolio's net asset value at the close of
business each day at the following annual rates: International Portfolio--.30
of 1% of net assets; Small Cap Portfolio--.35 of 1% of net assets; Balanced
Portfolio--.10 of 1% net assets; Limited-Term Bond Portfolio--.05 of 1% of net
assets and (ii) a base fee computed each day on the combined net asset values
of all of the portfolios and allocated among the portfolio based on their
relative net asset size at the annual rate of .51 of 1%.

Mortality and Expense Risk Charges

  A daily charge is deducted at an effective annual rate of .60% of the average
daily net assets of each investment portfolio to compensate the Sponsor for
certain mortality and expense risks assumed. The mortality and expense risk
charge covers the possibility that the cost of insurance charges will be
insufficient to meet actual claims and that other expense charges may be
insufficient to cover actual expenses incurred in connection with policy
obligations.

Premium Deposit Charges

  The Sponsor does not impose an immediate charge against the initial premium
deposit prior to its allocation to the Life Variable Account. For additional
premium deposits there are deductions of 6% of the premium deposit for sales
expenses and 2.5% for premium taxes.

Contract Maintenance Charges

  On each policy anniversary a deduction is made from the policy account value
to compensate the Sponsor for certain costs and expenses:

(a) Expenses relating to sales, underwriting and issue, and premium taxes


                                      F-28
<PAGE>


                  UNITED INVESTORS LIFE VARIABLE ACCOUNT

                       NOTES TO FINANCIAL STATEMENTS

  On each of the first ten policy anniversaries, there is an annual deduction
of 1.20% of the initial premium deposit which is composed of the following:

  (1) Sales Expenses--An .85% charge for sales expenses compensates the Sponsor
for certain sales and other distribution expenses incurred at the time the
policies are issued, including agent sales commissions, the cost of printing
prospectuses and sales literature, advertising, and other marketing and sales
promotional activities.

  (2) Underwriting and Issue Expenses--A .10% charge compensates the Sponsor
for initial underwriting costs and for certain expenses incurred in issuing
policies, including the cost of processing applications, conducting medical
examinations, determining insurability, and establishing records.

  (3) State and Local Premium Taxes--A .25% charge compensates the Sponsor for
the average premium tax expense incurred when issuing policies.

(b) Cost of Insurance

  A mortality charge will be deducted on each policy anniversary to compensate
the Sponsor for the cost of insurance for the preceding policy year. The
mortality charge is based on a policy's net amount at risk and on the attained
age, sex and risk class of the insured, and is determined by the Sponsor based
upon its expectation as to future mortality experience.

(c) Administrative Expenses

  The Sponsor deducts a charge of $50 on each policy anniversary to compensate
it for administrative expenses. This charge is "cost-based" and the Sponsor
does not expect a profit from the charge.

Surrender Charges

  For policy surrenders occurring during the first eight policy years, a
surrender charge is made against the initial premium deposit based on a graded
table.

<TABLE>
<CAPTION>
                                                                                    9 OR
POLICY YEAR                                 1ST  2ND  3RD  4TH  5TH  6TH  7TH  8TH  MORE
- -----------                                 ---  ---  ---  ---  ---  ---  ---  ---  ----
<S>                                         <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
Surrender Charge %.........................   8%   7%   6%   5%   4%   3%   2%   1% None
</TABLE>

NOTE E--EQUITY OF SPONSOR

  The equity of the Sponsor may be withdrawn at the discretion of the Sponsor
without penalty.

                                      F-29
<PAGE>




                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                      F-30
<PAGE>

                                                                      APPENDIX A

               ILLUSTRATIONS OF DEATH BENEFITS AND POLICY VALUES

  The following tables illustrate how the Policy Values and Death Benefits of a
Policy may change with the investment experience of the Fund. The tables show
how the Policy Values and Death Benefits of a Policy issued to an Insured of a
given age who pays the given premium at issue would vary over time if the
investment return on the assets held in each Portfolio of the Fund were a
uniform, gross, after-tax annual rate of 0%, 4%, 8% or 12%. The table on page
A-2 illustrates a Policy issued to a female age 35 for $10,000 initial premium,
standard risk class with the minimum initial Death Benefit. The tables on pages
A-3 and A-4 illustrate a Policy issued to a male age 55 for $50,000 initial
premium, preferred risk class with the minimum initial Death Benefit. The
Policy Values and Death Benefits would be different from those shown if the
gross annual investment rates of return averaged 0%, 4%, 8% and 12% over a
period of years, but fluctuated above and below those averages for individual
Policy Years.

  The second column of the tables shows the value of the premium paid
accumulated at 5% interest. The following columns show the Death Benefits and
the Policy Values for uniform hypothetical rates of return shown in these
tables. The table on page A-3 is based on the current cost of insurance and
administrative charges. This reflects the basis on which United Investors
currently sells its Policies. The maximum cost of insurance rates allowable
under the Policy are contained in the 1980 Commissioners' Standard Ordinary
Mortality Tables. The Death Benefits and Policy Values shown in the tables on
pages A-2 and A-4 are based on the assumption that the maximum allowable cost
of insurance rates as described above ("guaranteed cost") and maximum allowable
expense deductions are made throughout the life of the Policy.

  The values shown assume that a Policyowner maintains Policy Values in equal
proportion among the Money Market, Bond, High Income, Growth, Income,
International, Small Cap, Balanced, and Limited-Term Bond portfolios of the
Fund, and they take into account an average of the daily investment management
fee currently paid by those nine portfolios (which is equivalent to the annual
rate of .65% of the aggregate average daily net assets of those portfolios), an
average of the actual annual expenses incurred by those nine portfolios (which
is an annual rate of .12%), the daily charge by United Investors to each
Investment Division for assuming mortality and expense risks (which is
equivalent to an annual rate of .60%), the annual deduction on each of the
first ten Policy Anniversaries for state and local premium taxes, underwriting
and issue expenses, and sales expenses (which is equivalent to an annual rate
of 1.20% of the initial premium), the annual deduction for cost of insurance
and the $50 annual deduction for administrative expenses.

  Taking into account the mortality and expense risk charge of .60% and the
charge for investment management fees from the Fund, the illustrated gross
annual investment rates of return of 0%, 4%, 8% and 12%, correspond to
approximate net annual rates of -1.37%, 2.63%, 6.63%, and 10.63% respectively.

  The hypothetical values shown in the tables do not reflect charges for any
federal income tax burden attributable to the Variable Account, since United
Investors is not currently making such charges. However, such charges may be
made in the future and, in that event, the gross annual investment rate of
return would have to exceed 0%, 4%, 8% or 12% by an amount sufficient to cover
the tax charges in order to produce the Death Benefits and Policy Values
illustrated. (See Federal Tax Matters.)

  The tables illustrate the values that would result based upon the
hypothetical investment rates of return if only a single premium is paid as
indicated, and if no Policy loans have been made.

  Illustrated values would be different if the proposed Insured were another
age.

  Upon request, United Investors will provide a comparable illustration based
upon the Proposed Insured's age and the initial Death Benefit requested.

                                      A-1
<PAGE>

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                FEMALE ISSUE AGE 35        STANDARD RISK CLASS

                        $10,000 INITIAL PREMIUM PAYMENT
            MAXIMUM COST OF INSURANCE AND ADMINISTRATIVE CHARGES(1)

<TABLE>
<CAPTION>
                                                  ASSUMING HYPOTHETICAL GROSS
END OF                                  PYMTS      ANNUAL RATE OF RETURN OF:
POLICY                                   PLUS   --------------------------------
YEAR                                   INT.@ 5%   0%      4%      8%      12%
- ------                                 --------   --      --      --      ---
                                                       DEATH BENEFITS(2)
<S>                                    <C>      <C>     <C>     <C>     <C>
1..................................... $10,500  $62,365 $62,365 $62,365 $ 62,365
2.....................................  11,025   62,365  62,365  62,365   62,365
3.....................................  11,576   62,365  62,365  62,365   62,365
4.....................................  12,155   62,365  62,365  62,365   62,365
5.....................................  12,763   62,365  62,365  62,365   62,365
10....................................  16,289   62,365  62,365  62,365   62,365
20....................................  26,533   62,365  62,365  62,365   94,075
30....................................  43,219    (3)    62,365  62,365  193,362
A 65..................................  43,219    (3)    62,365  62,365  193,362
<CAPTION>
                                                        POLICY VALUES(2)
<S>                                    <C>      <C>     <C>     <C>     <C>
1.....................................          $ 9,863 $10,263 $10,663 $ 11,063
2.....................................            9,475  10,270  11,098   11,957
3.....................................            9,085  10,272  11,556   12,942
4.....................................            8,694  10,266  12,039   14,026
5.....................................            8,299  10,253  12,546   15,220
10....................................            6,231  10,010  15,483   23,271
20....................................            2,373   9,501  25,732   59,920
30....................................            (3)     6,229  44,525  158,493
A 65..................................            (3)     6,229  44,525  158,493
<CAPTION>
                                                      SURRENDER VALUES(2)
<S>                                    <C>      <C>     <C>     <C>     <C>
1.....................................          $ 9,063 $ 9,463 $ 9,863 $ 10,263
2.....................................            8,775   9,570  10,398   11,257
3.....................................            8,485   9,672  10,956   12,342
4.....................................            8,194   9,766  11,539   13,526
5.....................................            7,899   9,853  12,146   14,820
10....................................            6,231  10,010  15,483   23,271
20....................................            2,373   9,501  25,732   59,920
30....................................            (3)     6,229  44,525  158,493
A 65..................................            (3)     6,229  44,525  158,493
</TABLE>

  (1) Current and maximum charges are the same for female standard risks.
  (2) Assumes no Policy loans have been made.
  (3) In the absence of an additional premium payment, the Policy would lapse.

  It is emphasized that the hypothetical investment rates of return shown above
and elsewhere in this Prospectus are illustrative only and should not be deemed
a representation of past or future investment rates of return. Actual rates of
return may be more or less than those shown and will depend on a number of
factors, including the investment allocations made by a Policyowner and
different rates of return of the Fund Portfolios. The Death Benefit and
Surrender Value for a Policy would be different from those shown if actual
rates of return averaged 0%, 4%, 8%, and 12% over a period of years, but also
fluctuated above or below those averages for individual Policy Years. No
representations can be made that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.

                                      A-2
<PAGE>

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                MALE ISSUE AGE 55         PREFERRED RISK CLASS

                        $50,000 INITIAL PREMIUM PAYMENT
              CURRENT COST OF INSURANCE AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                 ASSUMING HYPOTHETICAL GROSS
END OF                               PYMTS        ANNUAL RATE OF RETURN OF:
POLICY                                PLUS   -----------------------------------
YEAR                                INT.@ 5%    0%       4%       8%      12%
- ------                              --------    --       --       --      ---
                                                      DEATH BENEFITS(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1.................................. $ 52,500 $126,599 $126,599 $126,599 $126,599
2..................................   55,125  126,599  126,599  126,599  126,599
3..................................   57,881  126,599  126,599  126,599  126,599
4..................................   60,775  126,599  126,599  126,599  126,599
5..................................   63,814  126,599  126,599  126,599  126,599
10.................................   81,445  126,599  126,599  126,599  147,379
20.................................  132,665  126,599  126,599  152,398  340,984
30.................................  216,097    (2)    126,599  275,675  892,910
A 65...............................   81,445  126,599  126,599  126,599  147,379
<CAPTION>
                                                      POLICY VALUES(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1..................................          $ 49,315 $ 51,315 $ 53,315 $ 55,315
2..................................            47,520   51,512   55,666   59,981
3..................................            45,691   51,670   58,143   65,130
4..................................            43,826   51,786   60,758   70,825
5..................................            41,919   51,855   63,521   77,132
10.................................            31,446   51,240   79,975  120,802
20.................................             4,634   46,323  142,428  318,677
30.................................             (2)        570  262,548  850,390
A 65...............................            31,446   51,240   79,975  120,802
<CAPTION>
                                                     SURRENDER VALUES(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1..................................          $ 45,315 $ 47,315 $ 49,315 $ 51,315
2..................................            44,020   48,012   52,166   56,481
3..................................            42,691   48,670   55,143   62,130
4..................................            41,326   49,286   58,258   68,325
5..................................            39,919   49,855   61,521   75,132
10.................................            31,446   51,240   79,975  120,802
20.................................             4,634   46,323  142,428  318,677
30.................................             (2)        570  262,548  850,390
A 65...............................            31,446   51,240   79,975  120,802
</TABLE>

  (1) Assumes no Policy loans have been made.
  (2) In the absence of an additional premium payment, the Policy would lapse.

  It is emphasized that the hypothetical investment rates of return shown above
and elsewhere in this Prospectus are illustrative only and should not be deemed
a representation of past or future investment rates of return. Actual rates of
return may be more or less than those shown and will depend on a number of
factors, including the investment allocations made by a Policyowner and
different rates of return of the Fund Portfolios. The Death Benefit and
Surrender Value for a Policy would be different from those shown if actual
rates of return averaged 0%, 4%, 8%, and 12% over a period of years, but also
fluctuated above or below those averages for individual Policy Years. No
representations can be made that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.

                                      A-3
<PAGE>

                FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
                MALE ISSUE AGE 55         PREFERRED RISK CLASS

                        $50,000 INITIAL PREMIUM PAYMENT
              MAXIMUM COST OF INSURANCE AND ADMINISTRATIVE CHARGES

<TABLE>
<CAPTION>
                                                 ASSUMING HYPOTHETICAL GROSS
END OF                               PYMTS        ANNUAL RATE OF RETURN OF:
POLICY                                PLUS   -----------------------------------
YEAR                                INT.@ 5%    0%       4%       8%      12%
- ------                              --------    --       --       --      ---
                                                      DEATH BENEFITS(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1.................................. $ 52,500 $126,599 $126,599 $126,599 $126,599
2..................................   55,125  126,599  126,599  126,599  126,599
3..................................   57,881  126,599  126,599  126,599  126,599
4..................................   60,775  126,599  126,599  126,599  126,599
5..................................   63,814  126,599  126,599  126,599  126,599
10.................................   81,445  126,599  126,599  126,599  141,787
20.................................  132,665    (2)    126,599  133,769  320,905
30.................................  216,097    (2)      (2)    237,451  824,888
A 65...............................   81,445  126,599  126,599  126,599  141,787
<CAPTION>
                                                      POLICY VALUES(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1..................................          $ 49,315 $ 51,315 $ 53,315 $ 55,315
2..................................            47,200   51,189   55,339   59,650
3..................................            45,015   50,981   57,444   64,423
4..................................            42,752   50,685   59,638   69,693
5..................................            40,402   50,292   61,929   75,527
10.................................            26,754   46,335   75,059  116,219
20.................................             (2)     22,473  125,018  299,911
30.................................             (2)      (2)    226,144  785,608
A 65...............................            26,754   46,335   75,059  116,219
<CAPTION>
                                                     SURRENDER VALUES(1)
<S>                                 <C>      <C>      <C>      <C>      <C>
1..................................          $ 45,315 $ 47,315 $ 49,315 $ 51,315
2..................................            43,700   47,689   51,839   56,150
3..................................            42,015   47,981   54,444   61,423
4..................................            40,252   48,185   57,138   67,193
5..................................            38,402   48,292   59,929   73,527
10.................................            26,754   46,335   75,059  116,219
20.................................             (2)     22,473  125,018  299,911
30.................................             (2)      (2)    226,144  785,608
A 65...............................            26,754   46,335   75,059  116,219
</TABLE>

  (1) Assumes no Policy loans have been made.
  (2) In the absence of an additional premium payment, the Policy would lapse.

  It is emphasized that the hypothetical investment rates of return shown above
and elsewhere in this Prospectus are illustrative only and should not be deemed
a representation of past or future investment rates of return. Actual rates of
return may be more or less than those shown and will depend on a number of
factors, including the investment allocations made by a Policyowner and
different rates of return of the Fund Portfolios. The Death Benefit and
Surrender Value for a Policy would be different from those shown if actual
rates of return averaged 0%, 4%, 8%, and 12% over a period of years, but also
fluctuated above or below those averages for individual Policy Years. No
representations can be made that these hypothetical rates of return can be
achieved for any one year or sustained over any period of time.

                                      A-4
<PAGE>

                                                                      APPENDIX B

                             DEATH BENEFIT FACTORS

As noted in the Prospectus, after the Policy Date the Death Benefit is equal to
the greater of the Minimum Death Benefit or the Policy Value times the
applicable Death Benefit Factor. The Death Benefit Factors are listed below.

<TABLE>
<CAPTION>
           Attained                        Attained
             Age           Factor            Age            Factor
           --------        ------          --------         ------
           <S>             <C>             <C>              <C>
             0-40           2.50              68             1.17
               41           2.43              69             1.16
               42           2.36              70             1.15
               43           2.29              71             1.13
               44           2.22              72             1.11
               45           2.15              73             1.09
               46           2.09              74             1.07
               47           2.03              75             1.05
               48           1.97              76             1.05
               49           1.91              77             1.05
               50           1.85              78             1.05
               51           1.78              79             1.05
               52           1.71              80             1.05
               53           1.64              81             1.05
               54           1.57              82             1.05
               55           1.50              83             1.05
               56           1.46              84             1.05
               57           1.42              85             1.05
               58           1.38              86             1.05
               59           1.34              87             1.05
               60           1.30              88             1.05
               61           1.28              89             1.05
               62           1.26              90             1.05
               63           1.24              91             1.04
               64           1.22              92             1.03
               65           1.20              93             1.02
               66           1.19              94             1.01
               67           1.18              95             1.00
</TABLE>

                                      B-1
<PAGE>

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<PAGE>


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