EXHIBIT 99.6


                         Report of Independent Auditors


Board of Directors and Stockholder
United Life & Annuity Insurance Company

We have audited the accompanying statutory basis balance sheets of United Life &
Annuity  Insurance  Company ("the Company" and a wholly owned  subsidiary of ING
America  Insurance  Holdings,  Inc.) as of December  31, 2002 and 2001,  and the
related  statutory  basis  statements  of  operations,  changes in  capital  and
surplus, and cash flows for the years then ended. 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 auditing standards generally accepted
in the United States. 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.

As described in Note 1 to the  financial  statements,  the Company  presents its
financial  statements  in conformity  with  accounting  practices  prescribed or
permitted  by the  Insurance  Department  of the State of Iowa  (Iowa  Insurance
Department),   which  practices  differ  from  accounting  principles  generally
accepted  in the  United  States.  The  variances  between  such  practices  and
accounting  principles  generally accepted in the United States are described in
Note 1. The  effects on the  financial  statements  of these  variances  are not
reasonably determinable but are presumed to be material.

In our opinion,  because of the effects of the matter described in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with accounting  principles  generally accepted in the United States,
the financial  position of United Life & Annuity  Insurance  Company at December
31,  2002 and 2001 or the  results of its  operations  or its cash flows for the
years then ended.

                                        1




However,  in our opinion,  the  financial  statements  referred to above present
fairly,  in all  material  respects,  the  financial  position  of United Life &
Annuity  Insurance Company at December 31, 2002 and 2001, and the results of its
operations  and its cash  flows for the years then  ended,  in  conformity  with
accounting practices prescribed or permitted by the Iowa Insurance Department.

As discussed in Note 3 to the financial statements,  in 2001 the Company changed
various accounting policies to be in accordance with the revised NAIC Accounting
Practices and Procedures Manual, as adopted by the Iowa Insurance Department.


                                                           /s/ Ernst & Young LLP

April 25, 2003


                                        2


                     United Life & Annuity Insurance Company
                        Balance Sheets - Statutory Basis
- --------------------------------------------------------------------------------



                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Admitted assets Cash and invested assets:
     Bonds                                                                        $     608,870    $     673,753
     Common stocks                                                                           10              145
     Subsidiary                                                                              25               25
     Mortgage loans                                                                      34,829           31,004
     Real estate, properties held for sale                                                    -               37
     Policy loans                                                                           933            1,028
     Other invested assets                                                               13,908            8,323
     Cash and short-term investments                                                     14,741           18,299
                                                                                  --------------   --------------
Total cash and invested assets                                                          673,316          732,614

Deferred and uncollected premiums                                                           (30)               -
Accrued investment income                                                                 8,523           10,002
Reinsurance balances recoverable                                                            112                -
Indebtedness from related parties                                                             -               19
Federal income tax recoverable, including a deferred
   tax asset of $5,385                                                                    6,791            4,761
Separate account assets                                                                  64,410          103,520
Other assets                                                                                375              117
                                                                                  --------------   --------------
Total admitted assets                                                             $     753,497    $     851,033
                                                                                  ==============   ==============

                                        3


                     United Life & Annuity Insurance Company
                  Balance Sheets - Statutory Basis (continued)
- --------------------------------------------------------------------------------



                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)
                                                                                       except share amounts)

                                                                                             

Liabilities and capital and surplus
Liabilities:
  Policy and contract liabilities:
     Life and annuity reserves                                                    $     586,755    $     655,796
     Deposit type contracts                                                              14,926           16,982
     Unpaid claims                                                                           25                -
                                                                                  --------------   --------------
  Total policy and contract liabilities                                                 601,706          672,778

     Interest maintenance reserve                                                           188                -
     Accounts payable and accrued expenses                                                1,485            2,369
     Indebtedness to related parties                                                      1,634              926
     Asset valuation reserve                                                              5,743            8,652
     Other liabilities                                                                   (2,875)          (3,851)
     Separate account liabilities                                                        64,410          103,520
                                                                                  --------------   --------------
Total liabilities                                                                       672,291          784,394

Capital and surplus:
   Common stock: authorized - 4,200,528 shares of $2.00 par
     value, 4,200,528 issued and outstanding                                              8,401            8,401
   Additional paid-in capital                                                            41,241           41,241
   Unassigned surplus                                                                    31,564           16,997
                                                                                  --------------   --------------
Total capital and surplus                                                                81,206           66,639
                                                                                  --------------   --------------
Total liabilities and capital and surplus                                         $     753,497    $     851,033
                                                                                  ==============   ==============


See accompanying notes - statutory basis.


                                        4


                     United Life & Annuity Insurance Company
                   Statements of Operations - Statutory Basis
- --------------------------------------------------------------------------------



                                                                                      Year ended December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Premiums and other revenues:
   Life, annuity, and accident and health premiums                                $       1,228    $       2,205
   Policy proceeds and dividends left on deposit                                            205              217
   Net investment income                                                                 44,256           55,342
   Amortization of interest maintenance reserve                                           1,656              922
   Commissions, expense allowances and reserve adjustments
      on reinsurance ceded                                                                  502              643
   Other income                                                                           1,598            4,052
                                                                                  --------------   --------------
Total premiums and other revenues                                                 $      49,445    $      63,381
                                                                                  ---------------  --------------
Benefits paid or provided:
   Annuity benefits                                                                      20,309           25,765
   Surrender benefits                                                                   100,443          150,071
   Interest on policy or contract funds                                                     598           (2,997)
   Other benefits                                                                            25                -
   Life contract withdrawals                                                              1,170              596
   Decrease in life, annuity, and accident and health reserves                          (69,041)        (112,483)
   Net transfers from separate accounts                                                 (17,382)         (18,868)
                                                                                  --------------   --------------
Total benefits paid or provided                                                          36,122           42,084

Insurance expenses:
   Commissions                                                                              611              695
   General expenses                                                                       1,877            3,649
   Insurance taxes, licenses and fees, excluding federal
     income taxes                                                                          (536)             231
   Other                                                                                      4              655
                                                                                  --------------   --------------
Total insurance expenses                                                                  1,956            5,230
                                                                                  --------------   --------------
                                                                                         38,078           47,314
                                                                                  --------------   --------------

                                        5


                     United Life & Annuity Insurance Company
             Statements of Operations - Statutory Basis (continued)
- --------------------------------------------------------------------------------



                                                                                      Year ended December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Gain from operations before federal income taxes and net
   realized capital (losses) gains
                                                                                  $      11,367    $      16,067
Federal income taxes                                                                     (5,786)           3,039
                                                                                  --------------   --------------
Gain from operations before net realized capital (losses) gains                          17,153           13,028
Net realized capital (losses) gains net of income taxes 2002 -
  ($3,926), 2001 - $0 and excluding net transfers to the
  interest maintenance reserve 2002- ($2,310); 2001- ($5,545)                            (5,602)             333
                                                                                  --------------   --------------
Net income                                                                        $      11,551    $      13,361
                                                                                  ==============   ==============


See accompanying notes - statutory basis.


                                        6


                     United Life & Annuity Insurance Company
          Statements of Changes in Capital and Surplus-Statutory Basis
- --------------------------------------------------------------------------------



                                                                                      Year ended December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Common stock:
   Balance at beginning and end of year                                           $       8,401    $       8,401
                                                                                  --------------   --------------
Additional paid-in capital:
   Balance at beginning and end of year                                                  41,241           41,241
                                                                                  --------------   --------------
Unassigned surplus:
   Balance at beginning of year                                                          16,997             (226)
   Net income                                                                            11,551           13,361
   Change in net unrealized capital gains or losses                                      (1,396)           1,927
   Change in nonadmitted assets                                                          (5,406)           7,268
   Change in asset valuation reserve                                                      2,909           (1,277)
   Change in net deferred income tax                                                      7,388             (505)
   Change in accounting principle, net of tax                                                 -            1,528
   Other adjustments                                                                       (479)          (5,079)
                                                                                  --------------   --------------
   Balance at end of year                                                                31,564           16,997
                                                                                  --------------   --------------
Total capital and surplus                                                         $      81,206    $      66,639
                                                                                  ==============   ==============


See accompanying notes - statutory basis.


                                        7


                     United Life & Annuity Insurance Company
                   Statements of Cash Flows - Statutory Basis
- --------------------------------------------------------------------------------



                                                                                      Year ended December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Operations
Premiums, policy proceeds, and other considerations received,
  net of reinsurance paid                                                         $       1,424    $         715
Net investment income received                                                           47,009           55,810
Commission and expense allowances received on reinsurance ceded                              27              643
Benefits paid                                                                          (125,136)        (173,108)
Net transfers from separate accounts                                                     19,650           21,767
Insurance expenses paid                                                                  (2,613)          (4,891)
Federal income taxes received (paid)                                                      1,697           (6,898)
Other revenues in excess of expenses                                                      1,252            1,593
                                                                                  --------------   --------------
Net cash used in operations                                                             (56,690)        (104,369)

Investments
Proceeds from sales, maturities, or repayments of investments:
   Bonds                                                                                697,696          509,231
   Common stocks                                                                              -              121
   Mortgage loans                                                                         3,117           10,319
   Real estate                                                                               53                -
   Other invested assets                                                                     82              139
   Net losses on cash & short term investments                                             (262)            (150)
   Miscellaneous proceeds                                                                   607             (296)
                                                                                  --------------   --------------
Net proceeds from sales, maturities, or repayment of investments                        701,293          519,364

Cost of investments acquired:
   Bonds                                                                                632,726          407,492
   Mortgage loans                                                                         7,078           13,140
   Real estate                                                                                -              280
   Other invested assets                                                                    229              528
   Miscellaneous applications                                                             9,273                -
                                                                                  --------------   --------------
Total cost of investments acquired                                                      649,306          421,440

Net decrease in policy loans                                                                 95              734
                                                                                  --------------   --------------
Net cash provided by investment activities                                        $      52,082    $      98,658




                                        8


                     United Life & Annuity Insurance Company
             Statements of Cash Flows - Statutory Basis (continued)
- --------------------------------------------------------------------------------



                                                                                      Year ended December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

Financing and miscellaneous activities
Cash provided:
   Capital and surplus paid-in                                                    $           -    $       1,528
   Borrowed money                                                                             -                4
   Net deposits on deposit-type contract funds                                           (2,938)          (5,592)
   Other sources                                                                          3,988           16,762
                                                                                  --------------   --------------
Net cash provided by financing and miscellaneous activities                               1,050           12,702
                                                                                  --------------   --------------
Net (decrease) increase in cash and short-term investments                               (3,558)           6,991
Cash and short-term investments:
   Beginning of year                                                                     18,299           11,308
                                                                                  --------------   --------------
   End of year                                                                    $      14,741    $      18,299
                                                                                  ==============   ==============


See accompanying notes - statutory basis.


                                        9


                     United Life & Annuity Insurance Company
                 Notes to Financial Statements - Statutory Basis
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies

     United Life & Annuity  Insurance Company (the Company) is domiciled in Iowa
     and is a wholly owned subsidiary of ING America  Insurance  Holdings,  Inc.
     ("ING  AIH").  The primary  insurance  products  offered by the Company are
     annuity  related.  The  Company  also  offers  life  and  health  insurance
     products,  however all life and health business is ceded to other insurers.
     The Company is  presently  licensed in 47 states,  the District of Columbia
     and Puerto Rico.

     The  preparation of financial  statements of insurance  companies  requires
     management to make estimates and assumptions  that affect amounts  reported
     in the financial  statements  and  accompanying  notes.  Such estimates and
     assumptions  could change in the future as more information  becomes known,
     which could impact the amounts reported and disclosed herein.

     Basis of Presentation

     The accompanying  financial statements of the Company have been prepared in
     conformity  with  accounting  practices  prescribed  or  permitted  by  the
     Insurance  Department  of the State of Iowa  (Iowa  Insurance  Department),
     which practices differ from accounting principles generally accepted in the
     United States  ("GAAP").  The most  significant  variances from GAAP are as
     follows:

     Investments:  Investments  in bonds and  mandatorily  redeemable  preferred
     stocks are reported at amortized cost or market value based on the National
     Association of Insurance  Commissioners  ("NAIC")  rating;  for GAAP,  such
     fixed maturity  investments are designated at purchase as held-to-maturity,
     trading or available-for-sale. Held-to-maturity investments are reported at
     amortized cost, and the remaining  fixed maturity  investments are reported
     at fair  value  with  unrealized  capital  gains  and  losses  reported  in
     operations for those  designated as trading and as a separate  component of
     other comprehensive  income in stockholder's equity for those designated as
     available-for-sale.

     Investments in real estate are reported net of related  obligations  rather
     than on a gross basis as under GAAP.  Changes between  depreciated cost and
     admitted  asset  investment  amounts are  credited  or charged  directly to
     unassigned surplus rather than income as would be required under GAAP.


                                        10


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Basis of Presentation (continued)

     The Company  invests in  structured  securities  including  mortgage-backed
     securities/collateralized  mortgage obligations,  asset-backed  securities,
     collateralized debt obligations, and commercial mortgage-backed securities.
     For these structured securities,  management compares the undiscounted cash
     flows  to the  carrying  value.  An  other  than  temporary  impairment  is
     considered to have occurred when the undiscounted  cash flows are less than
     the  carrying  value.  For  structured  securities,  when a negative  yield
     results  from a  revaluation  based on new  prepayment  assumptions  (i.e.,
     undiscounted  cash flows are less than current  book value),  an other than
     temporary  impairment  is  considered  to have  occurred  and the  asset is
     written down to the value of the undiscounted  cash flows. For GAAP, assets
     are re-evaluated  based on the discounted cash flows using a current market
     rate.  Impairments  are recognized when there has been an adverse change in
     cash flows and the fair value is less than book.  The asset is then written
     down to fair value.

     When a decline in fair value is determined to be other than temporary,  the
     individual  security is written  down to fair value and the loss  accounted
     for as a realized loss.

     Valuation Reserves: The asset valuation reserve ("AVR") is determined by an
     NAIC-prescribed  formula and is  reported  as a liability  rather than as a
     valuation  allowance or an appropriation  of surplus.  The change in AVR is
     reported directly to unassigned surplus.

     Under a formula  prescribed by the NAIC,  the Company defers the portion of
     realized gains and losses on sales of fixed-income investments, principally
     bonds and mortgage  loans,  attributable to changes in the general level of
     interest rates and amortizes those  deferrals over the remaining  period to
     maturity  based on groupings  of  individual  securities  sold in five-year
     bands.  The net  deferral is reported as the interest  maintenance  reserve
     (IMR) in the accompanying balance sheets.

     Realized gains and losses on investments  are reported in operations net of
     federal income tax and transfers to the IMR. Under GAAP,  realized  capital
     gains and losses are reported in the  statements  of operations on a pretax
     basis in the period that the asset  giving rise to the gain or loss is sold
     and  valuation  allowances  are  provided  when there has been a decline in
     value deemed other than  temporary,  in which case the  provision  for such
     declines is charged to income.

     Valuation  allowances,  if necessary,  are  established  for mortgage loans
     based on the difference between the net value of the collateral, determined
     as the fair  value of the  collateral  less  estimated  costs to obtain and
     sell, and the recorded  investment in the mortgage loan.  Under GAAP,  such
     allowances  are based on the present  value of  expected  future cash flows
     discounted  at the loan's  effective  interest rate or, if  foreclosure  is
     probable, on the estimated fair value of the collateral.


                                        11


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Basis of Presentation (continued)

     The initial valuation allowance and subsequent changes in the allowance for
     mortgage  loans  as a result  of a  temporary  impairment  are  charged  or
     credited  directly to unassigned  surplus,  rather than being included as a
     component of earnings as would be required under GAAP.

     Policy  Acquisition Costs: The costs of acquiring and renewing business are
     expensed  when  incurred.   Under  GAAP,   acquisition   costs  related  to
     traditional  life insurance,  to the extent  recoverable from future policy
     revenues,  are deferred and amortized over the premium-paying period of the
     related policies using assumptions  consistent with those used in computing
     policy  benefit  reserves.  For universal  life  insurance  and  investment
     products, to the extent recoverable from future gross profits,  acquisition
     costs  are  amortized  generally  in  proportion  to the  present  value of
     expected gross margins from surrender  charges and  investment,  mortality,
     and expense margins.

     Premiums:  Life premiums are  recognized as revenue when due.  Premiums for
     annuity  policies with mortality and morbidity risk,  except for guaranteed
     interest and group annuity  contracts,  are also recognized as revenue when
     due.  Premiums received for annuity policies without mortality or morbidity
     risk and for guaranteed  interest and group annuity  contracts are recorded
     using deposit accounting.

     Under GAAP, premiums for traditional life insurance products, which include
     those products with fixed and guaranteed  premiums and benefits and consist
     primarily of whole life insurance policies,  are recognized as revenue when
     due. Group  insurance  premiums are recognized as premium  revenue over the
     time period to which the  premiums  relate.  Revenues for  universal  life,
     annuities and guaranteed  interest  contracts consist of policy charges for
     the cost of  insurance,  policy  administration  charges,  amortization  of
     policy initiation fees and surrender charges assessed during the period.

     Benefit and  Contract  Reserves:  Life policy and contract  reserves  under
     statutory accounting practices are calculated based upon both the net level
     premium and Commissioners'  Reserve Valuation methods using statutory rates
     for  mortality  and  interest.  GAAP  requires  that  policy  reserves  for
     traditional  products be based upon the net level premium method  utilizing
     reasonably  conservative estimates of mortality,  interest, and withdrawals
     prevailing  when the policies were sold. For  interest-sensitive  products,
     the GAAP  policy  reserve  is  equal to the  policy  fund  balance  plus an
     unearned  revenue reserve which reflects the  unamortized  balance of early
     year policy loads over renewal year policy loads.


                                        12


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Basis of Presentation (continued)

     Reinsurance:  For  business  ceded to  unauthorized  reinsurers,  statutory
     accounting  practices  require that  reinsurance  credits  permitted by the
     treaty  be  recorded  as  an  offsetting   liability  and  charged  against
     unassigned   surplus.   Under  GAAP,  an  allowance   for  amounts   deemed
     uncollectible would be established through a charge to earnings.  Statutory
     income recognized on certain reinsurance  treaties  representing  financing
     arrangements is not recognized on a GAAP basis.

     Policy and contract  liabilities  ceded to reinsurers have been reported as
     reductions of the related  reserves rather than as assets as required under
     GAAP.

     Commissions  allowed by reinsurers on business ceded are reported as income
     when received rather than being deferred and amortized with deferred policy
     acquisition costs as required under GAAP.

     Subsidiary: The accounts and operations of the Company's subsidiary are not
     consolidated  with the accounts and  operations  of the Company as would be
     required under GAAP.

     Nonadmitted Assets: Certain assets designated as "nonadmitted," principally
     deferred  federal  income  tax  assets,   disallowed  interest  maintenance
     reserves,  non-operating software, past-due agents' balances, furniture and
     equipment,  intangible assets, and other assets not specifically identified
     as an admitted asset within the Accounting  Practices and Procedures Manual
     are excluded from the accompanying  balance sheets and are charged directly
     to unassigned surplus.  Under GAAP, such assets are included in the balance
     sheet.

     Universal  Life and  Annuity  Policies:  Revenues  for  universal  life and
     annuity  policies  consist  of the entire  premium  received  and  benefits
     incurred  represent  the  total of death  benefits  paid and the  change in
     policy reserves.  Under GAAP, premiums received in excess of policy charges
     would not be recognized as premium revenue and benefits would represent the
     excess of benefits paid over the policy account value and interest credited
     to the account values.


                                        13


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Basis of Presentation (continued)

     Deferred  Income Taxes Deferred tax assets are provided for and admitted to
     an amount determined under a standard  formula.  This formula considers the
     amount of differences  that will reverse in the subsequent year, taxes paid
     in prior years that could be recovered through  carrybacks,  surplus limits
     and the amount of  deferred  tax  liabilities  available  for  offset.  Any
     deferred  tax  assets  not  covered  under the  formula  are  non-admitted.
     Deferred  taxes do not include any amounts for state  taxes.  Under GAAP, a
     deferred tax asset is recorded for the amount of gross  deferred tax assets
     that are expected to be realized in future years and a valuation  allowance
     is established for the portion that is not realizable.

     Statements of Cash Flows: Cash and short-term investments in the statements
     of  cash  flows  represent  cash  balances  and  investments  with  initial
     maturities of one year or less.  Under GAAP, the  corresponding  caption of
     cash and cash  equivalents  include  cash  balances  and  investments  with
     initial maturities of three months or less.

     Reconciliation to GAAP

     The  effects  of the  preceding  variances  from  GAAP on the  accompanying
     statutory basis  financial  statements  have not been  determined,  but are
     presumed to be material.

     Other significant accounting practices are as follows:

     Investments

     Bonds,   preferred  stocks,  common  stocks,   short-term  investments  and
     derivative  instruments  are stated at values  prescribed  by the NAIC,  as
     follows:

          Bonds not backed by other loans are  principally  stated at  amortized
          cost using the interest method.

          Single class and multi-class  mortgage-backed/asset-backed  securities
          are valued at  amortized  cost  using the  interest  method  including
          anticipated  prepayments.  Prepayment  assumptions  are obtained  from
          dealer  surveys or  internal  estimates  and are based on the  current
          interest rate and economic environment.  The retrospective  adjustment
          method is used to value all such  securities  except  for  higher-risk
          asset  backed  securities,  which are  valued  using  the  prospective
          method.

          Common  stocks are reported at market value as  determined  by the SVO
          and the related  unrealized  capital  gains/(losses)  are  reported in
          unassigned surplus along with adjustment for federal income taxes.


                                        14


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Investments (continued)

          The Company  analyzes  the general  account  investments  to determine
          whether there has been an other than  temporary  decline in fair value
          below the amortized cost basis. Management considers the length of the
          time and the extent to which the market value has been less than cost;
          the financial condition and near-term prospects of the issuer;  future
          economic conditions and market forecasts; and the Company's intent and
          ability  to retain the  investment  in the issuer for a period of time
          sufficient  to allow for recovery in market  value.  If it is probable
          that all  amount  due  according  to the  contractual  terms of a debt
          security will not be collected,  an other than temporary impairment is
          considered to have occurred.

          In addition,  the Company invests in structured  securities  including
          mortgage-backed    securities/collateralized   mortgage   obligations,
          asset-backed   securities,   collateralized   debt  obligations,   and
          commercial   mortgage-backed    securities.   For   these   structured
          securities,  management  compares the  undiscounted  cash flows to the
          carrying  value.  An other than temporary  impairment is considered to
          have  occurred  when the  undiscounted  cash  flows  are less than the
          carrying value.

          When a decline in fair value is determined to be other than temporary,
          the  individual  security  is written  down to fair value and the loss
          accounted for as a realized loss.

          The Company's noninsurance subsidiary is carried at cost.

          Mortgage  loans are reported at amortized  cost,  less  allowance  for
          impairments.

          Policy loans are reported at unpaid principal balances.

          Real  estate  is  reported  at  depreciated   cost.   Depreciation  is
          calculated on a straight-line basis over the estimated useful lives of
          the properties.

          Short-term  investments  are  reported at amortized  cost.  Short-term
          investments  include investments with maturities of less than one year
          at the date of acquisition.

          Other  invested  assets  are  reported  at  amortized  cost  using the
          effective interest method.  Other invested assets primarily consist of
          joint ventures and partnership interests.

          Realized  capital gains and losses are  determined  using the specific
          identification basis.


                                        15


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Aggregate Reserve for Life Policies and Contracts

     Life, annuity,  and accident and health reserves are developed by actuarial
     methods and are  determined  based on published  tables  using  statutorily
     specified  interest rates and valuation  methods that will provide,  in the
     aggregate,  reserves  that are  greater  than or equal  to the  minimum  or
     guaranteed policy cash value or the amounts required by law. Interest rates
     range from 3.00% to 10.00%.

     The Company waives the deduction of deferred  fractional  premiums upon the
     death of the  insured.  It is the  Company's  practice to return a pro rata
     portion of any premium paid beyond the policy  month of death,  although it
     is not contractually required to do so for certain issues.

     The methods used in valuation of substandard policies are as follows:

          For life, endowment and term policies issued substandard, the standard
          reserve  during the  premium-paying  period is increased by 50% of the
          gross  annual  extra  premium.  Standard  reserves are held on Paid-Up
          Limited Pay contracts.

          For reinsurance accepted with table rating, the reserve established is
          a multiple of the standard reserve corresponding to the table rating.

     For reinsurance with flat extra premiums, the standard reserve is increased
     by 50% of the flat extra.

     The  tabular  interest  has been  determined  from the  basic  data for the
     calculation of policy  reserves for all direct  ordinary life insurance and
     for the portion of group life insurance classified as group Section 79. The
     tabular interest of funds not involving life contingencies is calculated as
     the current year reserves,  plus payments,  less prior year reserves,  less
     funds added.

     Reinsurance

     Reinsurance premiums,  commissions,  expense  reimbursements,  and reserves
     related to reinsured  business are accounted for on bases  consistent  with
     those used in accounting for the original  policies issued and the terms of
     the  reinsurance  contracts.  Reserves  are  based  on  the  terms  of  the
     reinsurance  contract and are consistent  with the risks assumed.  Premiums
     and benefits ceded to other  companies have been reported as a reduction of
     premium  revenue and benefits  expense.  Amounts  applicable to reinsurance
     ceded for  reserves  and unpaid  claim  liabilities  have been  reported as
     reductions of these items,  and expense  allowances  received in connection
     with reinsurance ceded have been reflected in operations.


                                        16


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Nonadmitted Assets

     Nonadmitted assets are summarized as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)
                                                                                       except share amounts)

                                                                                             

     Deferred federal income taxes                                                $      12,176    $       5,639
     Agents' debit balances                                                                  22               37
     Disallowed Interest Maintenance Reserves                                                 -              466
     Other                                                                                  180              830
                                                                                  --------------   --------------
     Total nonadmitted assets                                                     $      12,378    $       6,972
                                                                                  ==============   ==============
     

     Changes in nonadmitted assets are generally reported directly in surplus as
     an increase or decrease in nonadmitted assets. Certain changes are reported
     directly in surplus as a change in unrealized capital gains or losses.

     Claims and Claims Adjustment Expenses

     Claims expenses  represent the estimated  ultimate net cost of all reported
     and unreported  claims incurred through December 31, 2002. The Company does
     not discount claims and claims adjustment expense reserves.  Such estimates
     are based on actuarial  projections  applied to historical  claims  payment
     data.  Such  liabilities  are  considered to be reasonable  and adequate to
     discharge the Company's  obligations  for claims  incurred but unpaid as of
     December 31, 2002.

     Cash Flow Information

     Cash and short-term  investments  include cash on hand, demand deposits and
     short-term  fixed  maturity  instruments  (with a maturity of less than one
     year at date of acquisition).

     The  Company  borrowed  $91,220,000  and  repaid  $91,220,000  in 2002  and
     borrowed  $28,650,000 and repaid  $28,650,000 during 2001. These borrowings
     were on a short-term basis, at an interest rate that  approximated  current
     money market rates and exclude  borrowings  from reverse dollar  repurchase
     transactions.  Interest  paid on  borrowed  money was  $13,000  and $14,000
     during 2002 and 2001, respectively.


                                        17


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

1.   Nature of Operations and Significant Accounting Policies (continued)

     Separate Accounts

     Separate account assets and liabilities held by the Company represent funds
     held for the benefit of the Company's  variable annuity policy and contract
     holders who bear all of the investment  risk  associated with the policies.
     Such  policies  are  of  a  non-guaranteed   nature.   All  net  investment
     experience,  positive or negative, is attributed to the policy and contract
     holders'  account values.  The assets and liabilities of these accounts are
     carried at fair value.

     Reserves  related to the Company's  mortality  risk  associated  with these
     policies are included in annuity  reserves.  The operations of the separate
     accounts are not included in the accompanying statements of operations.

     Reclassifications

     Certain  prior year  amounts in the  Company's  statutory  basis  financial
     statements  have  been  reclassified  to  conform  to  the  2002  financial
     statement presentation.


2.   Permitted Statutory Basis Accounting Practices

     The  financial  statements  of the  Company are  presented  on the basis of
     accounting   practices  prescribed  or  permitted  by  the  Iowa  Insurance
     Department.   The  Iowa  Insurance  Department  recognizes  only  statutory
     accounting  practices  prescribed  or  permitted  by the  State of Iowa for
     determining and reporting the financial condition and results of operations
     of an  insurance  company,  for  determining  its  solvency  under the Iowa
     Insurance Laws. The National Association of Insurance Commissioners' (NAIC)
     Accounting  Practices and Procedures Manual has been adopted as a component
     of  prescribed  or  permitted   practices  by  the  State  of  Iowa  .  The
     Commissioner of Insurance has the right to permit other specific  practices
     that deviate from prescribed practices.

     The Company is required to identify those significant  accounting practices
     that are permitted,  and obtain written  approval of the practices from the
     Iowa Department of Insurance. As of December 31, 2002 and 2001, the Company
     had no such permitted accounting practices.


                                        18


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

3.   Accounting Changes and Corrections of Errors

     The Company prepares its statutory financial  statements in conformity with
     accounting  practices  prescribed  or  permitted  by  the  State  of  Iowa.
     Effective  January  1,  2001,  the State of Iowa  required  that  insurance
     companies  domiciled in the State of Iowa  prepare  their  statutory  basis
     financial  statements in accordance with the NAIC Accounting  Practices and
     Procedures Manual subject to any deviations  prescribed or permitted by the
     State of Iowa insurance commissioner.

     Accounting  changes  adopted  to  conform  to the  provisions  of the  NAIC
     Accounting  Practices  and  Procedures  Manual are  reported  as changes in
     accounting  principles.  The  cumulative  effect of changes  in  accounting
     principles is reported as an adjustment to unassigned surplus in the period
     of the  change  in  accounting  principle.  The  cumulative  effect  is the
     difference  between the amount of capital and surplus at the  beginning  of
     the year and the  amount  of  capital  and  surplus  that  would  have been
     reported at that date if the new  accounting  principles  had been  applied
     retroactively for all prior periods.

     As a result of these changes,  the Company  reported a change of accounting
     principle,   as  an  adjustment  that  increased   unassigned  surplus,  by
     $1,528,000 as of January 1, 2001.


                                        19


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

4.   Investments

     The  amortized  cost and fair value of bonds and equity  securities  are as
     follows:

     
     

                                                                                                  Gross       Gross
                                                                                  Amortized    Unrealized   Unrealized     Fair
                                                                                     Cost         Gains       Losses       Value
                                                                                  ----------   ----------   ----------   ----------
                                                                                                   (In Thousands)

                                                                                                             

     At December 31, 2002:
     U.S. Treasury securities and obligations of U.S. government
       corporations and agencies                                                  $ 112,154    $   3,593    $       -    $ 115,747
     States, municipalities, and political subdivisions                                 452           39            -          491
     Public utilities securities                                                     22,776          853          780       22,849
     Corporate securities                                                           288,160       12,781        1,452      299,489
     Mortgage-backed securities                                                     128,750        6,063        1,149      133,664
     Other structured securities                                                     32,357          330        6,202       26,485
     Commercial mortgage-backed securities                                           24,221        1,465           62       25,624
                                                                                  ----------   ----------   ----------   ----------
     Total fixed maturities                                                         608,870       25,124        9,645      624,349
     Common stocks                                                                       20            8           18           10
                                                                                  ----------   ----------   ----------   ----------
     Total equity securities                                                             20            8           18           10
                                                                                  ----------   ----------   ----------   ----------
     Total                                                                        $ 608,890    $  25,132    $   9,663    $ 624,359
                                                                                  ==========   ==========   ==========   ==========
     

     
     

                                                                                                             

     At December 31, 2001:
     U.S. Treasury securities and obligations of U.S. government
       corporations and agencies                                                  $  83,712    $   1,013    $     662    $  84,063
     States, municipalities, and political subdivisions                                 430           22            -          452
     Public utilities securities                                                      1,392           58            -        1,450
     Corporate securities                                                           336,745       10,010        4,478      342,277
     Mortgage-backed securities                                                     184,916        6,257        2,031      189,142
     Other structured securities                                                     43,242          370        6,608       37,004
     Commercial mortgage-backed securities                                           23,381          211        1,815       21,777
                                                                                  ----------   ----------   ----------   ----------
     Total fixed maturities                                                         673,818       17,941       15,594      676,165
     Common stocks                                                                       67          120           42          145
                                                                                  ----------   ----------   ----------   ----------
     Total equity securities                                                             67          120           42          145
                                                                                  ----------   ----------   ----------   ----------
     Total                                                                        $ 673,885    $  18,061    $  15,636    $ 676,310
                                                                                  ==========   ==========   ==========   ==========
     


                                        20


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

4.   Investments (continued)

     The amortized  cost and fair value of  investments in bonds at December 31,
     2002, by contractual  maturity,  are shown below.  Expected  maturities may
     differ from contractual  maturities because borrowers may have the right to
     call or prepay obligations with or without call or prepayment penalties.

     
     

                                                                                    Amortized           Fair
                                                                                       Cost             Value
                                                                                  --------------   --------------
                                                                                          (In Thousands)

                                                                                             
     December 31, 2002
     Maturity:
       Due in 1 year or less                                                      $      45,649    $      46,347
       Due after 1 year through 5 years                                                 176,154          184,182
       Due after 5 years through 10 years                                               138,555          143,770
       Due after 10 years                                                                63,184           64,277
                                                                                  --------------   --------------
                                                                                        423,542          438,576
     Mortgage-backed securities                                                         128,750          133,664
     Other structured securities                                                         32,357           26,485
     Commercial mortgage-backed securities                                               24,221           25,624
                                                                                  --------------   --------------
     Total                                                                        $     608,870    $     624,349
                                                                                  ==============   ==============
     

     At December 31, 2002,  investments  in  certificates  of deposit and bonds,
     with an admitted  asset value of  $23,570,000,  were on deposit  with state
     insurance departments to satisfy regulatory requirements.

     Reconciliation  of  bonds  from  amortized  cost to  carrying  value  as of
     December 31, 2002 and 2001 is as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Amortized cost                                                               $     608,870    $     673,818
     Less nonadmitted bonds                                                                   -               65
                                                                                  --------------   --------------
     Carrying value                                                               $     608,870    $     673,753
                                                                                  ==============   ==============
     

     Proceeds from the sales of  investments  in bonds and other fixed  maturity
     interest  securities were  $578,426,000  and $340,168,000 in 2002 and 2001,
     respectively. Gross gains of $14,407,000 and $9,174,000 and gross losses of
     $12,961,000  and  $4,778,000  during  2002  and  2001,  respectively,  were
     realized on those sales.  A portion of the gains  realized in 2002 and 2001
     has been deferred to future periods in the interest maintenance reserve.


                                        21


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

4.   Investments (continued)

     Major categories of net investment income are summarized as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Income:
       Bonds                                                                      $      42,754    $      53,574
       Mortgage loans                                                                     2,617            2,683
       Policy loans                                                                          27                7
       Company-occupied property                                                              -               40
       Other                                                                                635              979
                                                                                  --------------   --------------
     Total investment income                                                             46,033           57,283

     Investment expenses                                                                  1,777            1,941
                                                                                  --------------   --------------
     Net investment income                                                        $      44,256    $      55,342
                                                                                  ==============   ==============
     

     As part of its overall  investment  strategy,  the Company has entered into
     agreements to purchase securities as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Investment purchase commitments                                              $         558    $       3,182
                                                                                  ==============   ==============

     

     The maximum and minimum  lending rates for long-term  mortgage loans during
     2002 were 7.13% and 3.04%.  Fire  insurance  is required on all  properties
     covered by  mortgage  loans and must at least  equal the excess of the loan
     over the maximum  loan which would be  permitted by law on the land without
     the buildings.

     The maximum  percentage  of any loan to the value of collateral at the time
     of  the  loan,  exclusive  of  insured  or  guaranteed  or  purchase  money
     mortgages, was 57.0% on commercial properties. As of December 31, 2002, the
     Company held no mortgages with interest more than 180 days overdue.


                                        22


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

5.   Concentrations of Credit Risk

     The Company held  less-than-investment-grade  bonds with an aggregate  book
     value of $40,723,000 and $65,103,000 and with an aggregate  market value of
     $40,582,000  and  $60,181,000 at December 31, 2002 and 2001,  respectively.
     Those holdings amounted to 6.69% of the Company's  investments in bonds and
     5.40% of total  admitted  assets at  December  31,  2002.  The  holdings of
     less-than-investment-grade bonds are widely diversified and of satisfactory
     quality based on the Company's investment policies and credit standards.

     The Company held  unrated  bonds of  $17,624,000  and  $17,683,000  with an
     aggregate NAIC market value of $17,726,000  and $17,206,000 at December 31,
     2002 and 2001, respectively.  The carrying value of these holdings amounted
     to 2.89% of the  Company's  investment  in bonds and 2.34% of the Company's
     total admitted assets at December 31, 2002.

     At  December  31,  2002,  the  Company's  commercial  mortgages  involved a
     concentration  of properties  located in California  (50%) and Pennsylvania
     (14%). The remaining  commercial  mortgages relate to properties located in
     10 other states. The portfolio is well diversified; covering many different
     types  of  income-producing  properties  on which  the  Company  has  first
     mortgage liens. The maximum mortgage outstanding on any individual property
     is $6,430,000.

                                        23


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

6.   Annuity Reserves

     At December 31, 2002 and 2001, the Company's  annuity  reserves,  including
     those held in separate  accounts  and  deposit  fund  liabilities  that are
     subject  to   discretionary   withdrawal   with   adjustment,   subject  to
     discretionary   withdrawal   without   adjustment,   and  not   subject  to
     discretionary withdrawal provisions are summarized as follows:

     
     

                                                                                             

                                                                                         December 31, 2002
                                                                                      Amount           Percent
                                                                                  --------------   --------------
                                                                                           (In Thousands)


     Subject to discretionary withdrawal (with adjustment):
       With market value adjustment                                               $         890           - %
       At book value less surrender charge                                               94,326          14
       At fair value                                                                     61,499           9
                                                                                  --------------   --------------
     Subtotal                                                                           156,715          23
     Subject to discretionary withdrawal (without adjustment)
       at book value with minimal or no charge or adjustment                            482,267          73
     Not subject to discretionary withdrawal                                             25,543           4
                                                                                  --------------   --------------
     Total annuity reserves and deposit fund liabilities
       before reinsurance                                                               664,525         100 %
                                                                                                   ==============
     Less reinsurance ceded                                                               1,925
                                                                                  --------------
     Net annuity reserves and deposit fund liabilities                            $     662,600
                                                                                  ==============
     

     
     

                                                                                             

                                                                                         December 31, 2001
                                                                                      Amount           Percent
                                                                                  --------------   --------------
                                                                                           (In Thousands)
     Subject to discretionary withdrawal (with adjustment):
       With market value adjustment                                               $         701           - %
       At book value less surrender charge                                              130,812          17
       At fair value                                                                     98,449          13
                                                                                  --------------   --------------
     Subtotal                                                                           229,962          30
     Subject to discretionary withdrawal (without adjustment)
       at book value with minimal or no charge or adjustment                            515,134          66
     Not subject to discretionary withdrawal                                             28,311           4
                                                                                  --------------   --------------
     Total annuity reserves and deposit fund liabilities
        before reinsurance                                                              773,407         100 %
                                                                                                   ==============
        Less reinsurance ceded                                                            2,391
                                                                                  --------------
     Net annuity reserves and deposit fund liabilities                            $     771,016
                                                                                  ==============
     

                                        24


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

7.   Separate Accounts

     Most separate account assets and liabilities held by the Company  represent
     funds  held for the  benefit of the  Company's  variable  life and  annuity
     policy and contract  holders who bear all the  investment  risk  associated
     with the policies.  Such policies are of a non-guaranteed  nature.  All net
     investment  experience,  positive or negative,  is attributed to the policy
     and contract  holders'  account  values.  The assets of these  accounts are
     carried at fair value.

     Premiums,  deposits, and other considerations  received for the years ended
     December 31, 2002 and 2001 were $408,000 and $1,022,000, respectively.

     A  reconciliation  of the  amounts  transferred  to and from  the  separate
     accounts is presented below:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Transfers as reported in the summary of operations
       of the Separate Accounts Statement:
         Transfers to separate accounts                                           $         408    $       1,022
         Transfers from separate accounts                                                17,790           19,908
                                                                                  --------------   --------------
     Net transfers from separate accounts                                               (17,382)         (18,886)

     Reconciling adjustments:
       Miscellaneous transfers                                                                -               18
                                                                                  --------------   --------------
     Transfers as reported in the Statement of Operations                         $     (17,382)   $     (18,868)
                                                                                  ==============   ==============
     Reserves for separate accounts by withdrawal characteristics:

       Subject to discretionary withdrawal:
         With market value adjustment                                             $           -    $           -
         At book value without market value adjustment less current
           surrender charge of 5% or more                                                     -                -
         At market value                                                                 61,500           98,450
         At book value without market value adjustment less current
           surrender charge of less than 5%                                                   -                -
                                                                                  --------------   --------------
     Subtotal                                                                            61,500           98,450

     Not subject to discretionary withdrawal                                                  -                -
                                                                                  --------------   --------------
     Total separate account liabilities                                           $      61,500    $      98,450
                                                                                  ==============   ==============
     

                                        25


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

8.   Reinsurance

     The Company is involved in ceded  reinsurance  with other companies for the
     purpose of diversifying  risk and limiting exposure on larger risks. To the
     extent that the assuming  companies become unable to meet their obligations
     under  these  treaties,  the  Company  remains  contingently  liable to its
     policyholders  for the  portion  reinsured.  To  minimize  its  exposure to
     significant  losses  from   retrocessionaire   insolvencies,   the  Company
     evaluates  the  financial  condition of the  retrocessionaire  and monitors
     concentrations of credit risk.

     The Company's ceded reinsurance  arrangements  reduced certain items in the
     accompanying financial statements by the following amounts:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Premiums                                                                     $       2,832    $       3,090
     Benefits paid or provided                                                            6,101            6,440
     Policy and contract liabilities at year end                                         91,095           92,451

     


9.   Federal Income Taxes

     The Company files a separate Federal income tax return.

     Significant components of income taxes incurred as of December 31 are:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Current income taxes incurred for the year ended December 31,
       consist of the following major components:
         Federal tax on operations                                                $      (5,786)   $       3,039
         Federal tax on capital gains                                                     3,926                -
         Capital loss on carryovers utilized                                               (675)               -
                                                                                  --------------   --------------
     Total current taxes incurred                                                 $      (2,535)   $       3,039
                                                                                  ==============   ==============
     


                                        26


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

9.   Federal Income Taxes (continued)

     The  components of deferred tax assets and deferred tax  liabilities  as of
     December 31 are as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Deferred tax assets resulting from book/tax differences in:
       Deferred acquisition costs                                                 $       1,096    $       1,304
       Insurance reserves                                                                   113            1,324
       Investments                                                                        3,270                -
       Capital loss carry forward                                                         3,445            6,282
       Present value of insurance in force                                                8,751                -
       Unrealized loss on investments                                                     1,019                5
       Other                                                                                725              538
                                                                                  --------------   --------------
     Total deferred tax assets                                                           18,419            9,453

     Deferred tax assets nonadmitted                                                     12,175            5,640
                                                                                  --------------   --------------
     Admitted deferred tax assets                                                 $       6,244    $       3,813
                                                                                  ==============   ==============
     Deferred tax liabilities resulting from book/tax differences in:
       Investments                                                                $         725    $         295
       Other                                                                                134                -
                                                                                  --------------   --------------
     Total deferred tax liabilities                                                         859              295
                                                                                  --------------   --------------
     Net admitted deferred tax asset                                              $       5,385    $       3,518
                                                                                  ==============   ==============
     

     The change in net deferred income taxes is comprised of the following:

     
     

                                                                                                   December 31
                                                                                       2002             2001            Change
                                                                                  --------------   --------------   --------------
                                                                                                   (In Thousands)

                                                                                                           

     Total deferred tax assets                                                    $      18,419    $       9,453    $       8,966
     Total deferred tax liabilities                                                         859              295              564
                                                                                  --------------   --------------   --------------
     Net deferred tax asset                                                       $      17,560    $       9,158            8,402
                                                                                  ==============   ==============
     Tax effect of items in surplus:
       Nonadmitted assets                                                                                                     241
       Unrealized losses                                                                                                   (1,014)
                                                                                                                    --------------
     Change in net deferred income tax                                                                              $       7,629
                                                                                                                    ==============
     

                                       27


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

9.   Federal Income Taxes (continued)

     The provision for federal income taxes expense and change in deferred taxes
     differs from the amount  obtained by applying the statutory  Federal income
     tax rate to income  (including  capital losses) before income taxes for the
     following reasons:

     
     

                                                                               

                                                                                    Year ended
                                                                                    December 31,
                                                                                        2002
                                                                                  --------------
     Ordinary income                                                              $      11,367
     Capital gains                                                                          634
                                                                                  --------------
     Total pre-tax book income                                                    $      12,001
                                                                                  ==============
     Provision computed at statutory rate                                         $       4,200
     Refinement of deferred tax balances                                                (14,813)
     Interest maintenance reserve                                                          (579)
     Other                                                                                1,028
                                                                                  --------------
     Total                                                                        $     (10,164)
                                                                                  ==============

     Federal income taxes incurred                                                $      (2,535)
     Change in net deferred income taxes                                                 (7,629)
                                                                                  --------------
     Total statutory income taxes                                                 $     (10,164)
                                                                                  ==============
     

     The amount of federal  income taxes  incurred  that will be  available  for
     recoupment in the event of future net losses is $1,285,000  and  $1,366,000
     from 2002 and 2001 respectively.

     The Company  has a  recoverable  of  $1,406,000  at  December  31, 2002 and
     $3,976,000 at December 31, 2001 from the United States Treasury for federal
     income taxes.

     The Company has capital loss carry forwards, which expire as follows:

                       Expiration Year       Amount
                       ---------------  ----------------
                             2005       $     9,844,000


                                       28


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

10.  Investment in and Advances to Subsidiaries

     The Company has one wholly owned  noninsurance  subsidiary  at December 31,
     2002, United Variable Services, Inc.

     Amounts invested in and advanced to the Company's  subsidiary is summarized
     as follows:

     
     
                                                                                            December 31
                                                                                       2002             2001
                                                                                  --------------   --------------
                                                                                           (In Thousands)

                                                                                             

     Common stock (cost-$25,000 in 2002 and 2001)                                 $          25    $          25
     (Payable) receivable from subsidiary                                                     -                -

     

11.  Capital and Surplus

     Under Iowa  insurance  regulations,  the  Company is required to maintain a
     minimum total capital and surplus of $7,806,000.  Additionally,  the amount
     of dividends  which can be paid by the Company to its  stockholder  without
     prior approval of the Iowa  Insurance  Department is limited to the greater
     of 10% of statutory surplus or the statutory net gain from operations.


                                       29


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

12.  Fair Values of Financial Instruments

     Life insurance liabilities that contain mortality risk and all nonfinancial
     instruments have been excluded from the disclosure  requirements.  However,
     the fair values of liabilities under all insurance contracts are taken into
     consideration  in the Company's  overall  management of interest rate risk,
     such that the Company's  exposure to changing  interest  rates is minimized
     through  the  matching  of  investment  maturities  with  amounts due under
     insurance contracts.  The carrying amounts and fair values of the Company's
     financial instruments are summarized as follows:

     
     


                                                                                                     December 31
                                                                                            2002                      2001
                                                                                  -----------------------   -----------------------
                                                                                   Carrying      Fair       Carrying       Fair
                                                                                    Amount       Value        Amount       Value
                                                                                  ----------   ----------   ----------   ----------
                                                                                                   (In Thousands)

                                                                                                             

     Assets:
       Bonds                                                                      $ 608,870    $ 624,349    $ 673,753    $ 676,101
       Unaffiliated common stocks                                                        10           10          145          145
       Mortgage loans                                                                34,829       39,729       31,004       29,900
       Policy loans                                                                     933          933        1,028        1,028
       Short-term investments                                                        14,450       14,450        4,000        4,000
       Cash                                                                             291          291       14,299       14,299
       Indebtedness from related parties                                                  -            -           19           19
       Separate account assets                                                       64,410       64,410      103,520      103,520
       Receivable for securities                                                      8,308        8,308          476          476

     Liabilities:
       Individual and group annuities                                               578,170      575,913      646,841      675,314
       Deposit type contract                                                         14,926       14,939       16,982       17,907
       Indebtedness to related parties                                                1,634        1,634          926          926
       Separate account liabilities                                                  64,410       64,410      103,520      103,520
       Payable for securities                                                             -            -        1,000        1,000

     

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     estimating  the fair value  disclosures  for financial  instruments  in the
     accompanying financial statements and notes thereto:

          Cash and short-term investments:  The carrying amounts reported in the
          accompanying   balance   sheets   for  these   financial   instruments
          approximate their fair values.


                                       30


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

12.  Fair Values of Financial Instruments (continued)

          Fixed maturities and equity securities:  The fair values for bonds and
          common  stocks,  reported  herein,  are based on quoted market prices,
          where available.  For securities not actively traded,  fair values are
          estimated using values obtained from independent  pricing services or,
          in the case of private placements, collateralized mortgage obligations
          and  other   mortgage   derivative   investments,   are  estimated  by
          discounting  the expected  future cash flows.  The discount rates used
          vary as a  function  of factors  such as yield,  credit  quality,  and
          maturity,  which fall within a range between 2% and 15% over the total
          portfolio. Fair values determined on this basis can differ from values
          published by the NAIC  Securities  Valuation  Office.  Market value as
          determined   by  the  NAIC  as  of  December  31,  2002  and  2001  is
          $611,948,000 and $676,788,000, respectively.

          Mortgage  loans:  Estimated  market values for commercial  real estate
          loans were generated using a discounted  cash flow approach.  Loans in
          good standing are discounted  using interest rates  determined by U.S.
          Treasury  yields on December 31 and spreads  applied on new loans with
          similar  characteristics.  The  amortizing  features  of all loans are
          incorporated  in the  valuation.  Where  data on  option  features  is
          available,  option values are  determined  using a binomial  valuation
          method, and are incorporated into the mortgage valuation. Restructured
          loans  are  valued  in the same  manner;  however,  these  loans  were
          discounted  at  a  greater  spread  to  reflect  increased  risk.  All
          residential loans are valued at their outstanding  principal balances,
          which approximate their fair values.

          Other  investment-type  insurance  contracts:  The fair  values of the
          Company's  deferred annuity  contracts are estimated based on the cash
          surrender   values.   The  carrying   values  of  other   policyholder
          liabilities,  including immediate annuities,  dividend  accumulations,
          supplementary  contracts  without  life  contingencies,   and  premium
          deposits, approximate their fair values.

          The carrying  value of all other  financial  instruments  approximates
          their fair value.


13.  Commitments and Contingencies

     The Company is a party to threatened or pending  lawsuits  arising from the
     normal  conduct of business.  Due to the climate in insurance  and business
     litigation,   suits  against  the  Company  sometimes  include  claims  for
     substantial compensatory, consequential or punitive damages and other types
     of  relief.  Moreover,  certain  claims  are  asserted  as  class  actions,
     purporting to represent a group of similarly situated individuals. While it
     is not  possible to forecast the outcome of pending  lawsuits,  in light of
     existing insurance, reinsurance and established reserves, it is the opinion
     of  management  that  the  disposition  of such  lawsuits  will  not have a
     materially  adverse  effect  on  the  Company's   operations  or  financial
     position.

                                       31


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

14.  Financing Agreements

     The Company  maintains a  revolving  loan  agreement  with  SunTrust  Bank,
     Atlanta (the "Bank").  Under this  agreement,  which expires July 31, 2003,
     the Company  can borrow up to  $75,000,000  from the Bank.  Interest on any
     borrowing accrues at an annual rate equal to the cost of funds for the Bank
     for the period  applicable  for the advance plus 0.225% or a rate quoted by
     the Bank to the  Company  for the  borrowing.  Under  this  agreement,  the
     Company incurred interest expense of $3,000 for the year ended December 31,
     2002. At December 31, 2002, the Company had $0 payable to the Bank.

     The Company  also  maintains a revolving  loan  agreement  with Bank of New
     York, New York (the "Bank").  Under this agreement,  the Company can borrow
     up to $50,000,000 from the Bank.  Interest on any of the Company  borrowing
     accrues at an annual  rate equal to: the cost of funds for the Bank for the
     period  applicable for the advance plus 0.225% or a rate quoted by the Bank
     to the  Company  for the  borrowing.  Under  this  agreement,  the  Company
     incurred  no interest  expense for the year ended  December  31,  2002.  At
     December 31, 2002, the Company had $0 payable to the Bank.


15.  Related Party Transactions

     Affiliates

     Management  and service  contracts and all cost sharing  arrangements  with
     other  affiliated  ING US life  insurance  companies  are  allocated  among
     companies in accordance with normal,  generally  accepted  expense and cost
     allocation methods.

     Investment Management:  The Company has entered into an investment advisory
     agreement and an  administrative  services  agreement  with ING  Investment
     Management,   LLC  ("IIM")  under  which  IIM  provides  the  Company  with
     investment  management and asset liability management services.  Total fees
     under this agreement were  approximately  $1,617,000 and $1,287,000 for the
     year ended December 31, 2002 and 2001, respectively.

     Inter-insurer  Services Agreement:  The Company has entered into a services
     agreement with certain of its affiliated  insurance companies in the United
     States  ("affiliated  insurers")  whereby the affiliated  insurers  provide
     certain administrative,  management, professional, advisory, consulting and
     other services to each other.  Net amounts paid under these agreements were
     $384,000  and  $816,000  for the year  ended  December  31,  2002 and 2001,
     respectively.

                                       32


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

15.  Related Party Transactions (continued)

     Reciprocal  Loan  Agreement:  The Company has entered into a reciprocal  or
     revolving loan agreement with ING America  Insurance  Holdings,  Inc. ("ING
     AIH") a Delaware  corporation and affiliate,  to facilitate the handling of
     unusual  and/or  unanticipated  short-term  cash  requirements.  Under this
     agreement,  which expires April 1, 2011, the Company and ING AIH can borrow
     up to $22,400,000 from one another. Interest on any borrowing is charged at
     the rate of ING AIH's cost of funds for the  interest  period  plus  0.15%.
     Interest  on any ING AIH  borrowings  is  charged  at the rate based on the
     prevailing  interest rate of U.S.  commercial  paper available for purchase
     with a  similar  duration.  Under  this  agreement,  the  company  incurred
     interest  expense of $10,000  and  interest  income of $40,000 for the year
     ended  December 31, 2002. At December 31, 2002,  the company had $0 payable
     to ING AIH and $0 receivable from ING AIH.


16.  Guaranty Fund Assessments

     Insurance  companies are assessed the costs of funding the  insolvencies of
     other  insurance  companies  by the various  state  guaranty  associations,
     generally based on the amount of premiums companies collect in that state.

     The Company accrues the cost of future guaranty fund  assessments  based on
     estimates  of  insurance  company  insolvencies  provided  by the  National
     Organization of Life and Health Insurance  Guaranty  Associations  (NOLHGA)
     and the amount of premiums  written in each state.  The Company reduces the
     accrual by credits allowed in some states to reduce future premium taxes by
     a portion of  assessments  in that state.  The Company has  estimated  this
     liability  to be $474,000  and  $474,000 as of December  31, 2002 and 2001,
     respectively  and has recorded a reserve.  The Company has also recorded an
     asset  of  $351,000   and  $95,000  as  of  December  31,  2002  and  2001,
     respectively,  for future credits to premium taxes for assessments  already
     paid.


17.  Regulatory Risk-Based Capital

     Life and health  insurance  companies  are  subject  to certain  Risk-Based
     Capital  ("RBC")  requirements  as  specified  by  the  NAIC.  Under  those
     requirements,  the amount of capital and surplus  maintained  by a life and
     health  insurance  company is to be  determined  based on the various  risk
     factors  related to it. At December  31,  2002,  the Company  meets the RBC
     requirements.

                                       33


                     United Life & Annuity Insurance Company
           Notes to Financial Statements - Statutory Basis (continued)
- --------------------------------------------------------------------------------

18.  Reconciliation to the Annual Statement

     Subsequent  to the  filing  of  the  2001  Annual  Statement,  the  Company
     discovered  adjustments  that were  recorded in the 2001 audited  financial
     statement  but not the 2001  Annual  Statement.  During  2002,  the Company
     corrected these adjustments in its Summary of Operations in the 2002 Annual
     Statement. As a result, the differences below exist between the 2002 Annual
     Statement and the accompanying statutory basis financial statements:

     
     

                                                                                                    Capital and
                                                                                    Net Income         Surplus
                                                                                  --------------   --------------
                                                                                           (In Thousands)
                                                                                             

     Amounts as reported in the 2002 Annual Statement                             $       8,817    $      82,852
     Capital gains tax                                                                   (1,935)               -
     Mortgage loan income                                                                   198                -
     Federal income taxes                                                                 4,471                -
     Asset valuation reserve                                                                  -           (1,646)
                                                                                  --------------   --------------
                                                                                  $      11,551    $      81,206
                                                                                  ==============   ==============
     

     At December 31, 2001,  differences  in amounts  reported in the 2001 Annual
     Statement,  as  revised,  and amounts in the  accompanying  statutory-basis
     financial statements are due to the following:

     
     

                                                                                                    Capital and
                                                                                    Net Income         Surplus
                                                                                  --------------   --------------
                                                                                           (In Thousands)
                                                                                             

     Amounts as reported in the 2001 Annual Statement                             $      11,058    $      67,443
     Capital gains tax benefit                                                            1,935            1,935
     Mortgage loan income                                                                   368             (198)
     Deferred tax asset                                                                       -            1,930
     Federal income tax recoverable                                                           -           (4,471)
                                                                                  --------------   --------------
                                                                                  $      13,361    $      66,639
                                                                                  ==============   ==============
     

                                       34