AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998 REGISTRATION NO. 333-35587 811-08336 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 FORM S-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 UNITED OF OMAHA SEPARATE ACCOUNT B (EXACT NAME OF TRUST) UNITED OF OMAHA LIFE INSURANCE COMPANY (NAME OF DEPOSITOR) Mutual of Omaha Plaza, Omaha, Nebraska 68175 NAME AND ADDRESS OF AGENT FOR SERVICE: Kenneth W. Reitz, Esquire Mutual of Omaha Companies Mutual of Omaha Plaza, 3-Law Omaha, Nebraska 68175-1008 Telephone: (402) 351-5087 Fax: (402) 351-5906 (TITLE OF SECURITIES BEING REGISTERED) FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY Approximate date of proposed public offering: As soon as practicable after effectiveness of the Registration Statement Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant declares that an indefinite amount of securities are being registered under the Securities Act of 1933. ------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine. UNITED OF OMAHA SEPARATE ACCOUNT B Registration Statement on Form S-6 Cross-Reference Sheet FORM N-8B-2 ITEM NO. CAPTION IN PROSPECTUS 1 Cover Page 2 Cover Page 3 Inapplicable 4 Distribution of the Policies 5 About Us 6 The Variable Account 9 Inapplicable 10(a) Policy Application and Issuance 10(b) Distributions 10(c),(d),(e) Distributions; Lapse and Grace Period; Reinstatement 10(f),(g),(h) Voting Rights; Other Policy Owner Tax Matters 10(i) Other Policy Provisions 11 The Variable Account 12 The Variable Account; Distribution of the Policies 13 Charges and Fees; Tax Matters; Tax Treatment of Loans and Other Distributions; Distribution of the Policies; Appendix A 14 Premium Payments 15 Premium Payments 16 The Variable Account 17 Captions referenced under Items 10(c), (d), (e) and (i) above 18 The Variable Account 19 Reports to You; Voting Rights; Distribution of the Policies 20 Captions referenced under Items 6 and 10(g) above 21 Policy Loans 22 Inapplicable 23 Distribution of the Policies 24 Other Policy Provisions 25 About Us 26 Distribution of the Policies 27 About Us 28 Management 29 About Us 30 Inapplicable 31 Inapplicable 32 Inapplicable 33 Inapplicable 34 Inapplicable 35 About Us 36 Inapplicable 37 Inapplicable 38 Distribution of the Policies 39 Distribution of the Policies 40 Inapplicable 41(a) Distribution of the Policies 42 Inapplicable 43 Inapplicable 44(a) The Variable Account; Premium Payments 44(b) Charges and Fees; Distribution of the Policies 44(c) Mortality and Expense Risk Charge 45 Inapplicable 46 The Variable Account; Captions referenced under Items 10(c), (d) and (e) above 47 Inapplicable 48 About Us 49 Inapplicable 50 The Variable Account 51 Cover Page, Definitions (Beneficiary), Summary, The Policy, Payment of Proceeds, Payment Options, Tax Matter, Distribution of the Policies 52 Other Policy Owner Tax Matters 53 Tax Matters 54 Inapplicable 55 Inapplicable 59 Financial Statements [GRAPHIC OMITTED] PROSPECTUS: Dated February _______, 1998 UNITED OF OMAHA ULTRA VARIABLE LIFE Individual Flexible Premium Variable Universal Life Insurance Policy This prospectus describes ULTRA VARIABLE LIFE, an individual flexible premium variable universal life insurance policy ("Policy") offered by United of Omaha Life Insurance Company ("we, us, our, United of Omaha") to applicants age 90 and under. The Policy provides for the payment of a Death Benefit upon the death of the Insured, and for a Cash Surrender Value that can be obtained by surrendering the Policy. The Policy is designed to provide insurance protection on the life of the Insured, and at the same time provide the Policy Owner with the flexibility to vary the amount and timing of premium payments and, within certain limits, to change the amount of Death Benefits payable under the Policy. This flexibility permits the Owner to provide for changing insurance needs with a single insurance policy. The Policy is a variable policy because the Death Benefit may, and the Accumulation Value will, vary up or down to reflect the investment experience of amounts allocated to UNITED OF OMAHA SEPARATE ACCOUNT B (the "Variable Account"). The Policy Owner ("you, your") bears the investment risk for all amounts so allocated; there is no guaranteed minimum Accumulation Value. The minimum initial Specified Amount is $100,000. The Policy provides premium flexibility so long as the Accumulation Value is sufficient for Policy insurance coverage to remain in force. You may, within limits, allocate premiums (net of any charges) to one or more of the twenty-four eligible investments, which are the twenty-three Subaccounts of the Variable Account and the Fixed Account. Assets of each Subaccount of the Variable Account are invested in a corresponding mutual fund Portfolio. The Portfolios are described in separate prospectuses that accompany this Prospectus. The Policy's available investment options are: ALGER AMERICAN GROWTH PORTFOLIO ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO FEDERATED PRIME MONEY FUND II ("MONEY MARKET") PORTFOLIO FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES PORTFOLIO FIDELITY ASSET MANAGER: GROWTH PORTFOLIO FIDELITY EQUITY INCOME PORTFOLIO FIDELITY CONTRAFUND PORTFOLIO FIDELITY INDEX 500 PORTFOLIO MFS EMERGING GROWTH PORTFOLIO MFS HIGH INCOME FUND PORTFOLIO MFS RESEARCH PORTFOLIO MFS WORLD GOVERNMENT PORTFOLIO MFS VALUE SERIES PORTFOLIO PIONEER CAPITAL GROWTH PORTFOLIO PIONEER REAL ESTATE PORTFOLIO SCUDDER GLOBAL DISCOVERY PORTFOLIO SCUDDER GROWTH & INCOME PORTFOLIO SCUDDER INTERNATIONAL PORTFOLIO T. ROWE PRICE EQUITY INCOME PORTFOLIO T. ROWE PRICE INTERNATIONAL PORTFOLIO T. ROWE PRICE LIMITED TERM BOND PORTFOLIO T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO FIXED ACCOUNT Partial withdrawals and Policy loans may be taken from time to time, subject to certain restrictions. ANY POLICY LOAN, PARTIAL WITHDRAWAL OR SURRENDER MAY RESULT IN ADVERSE TAX CONSEQUENCES AND/OR PENALTIES. WITHDRAWALS AND SURRENDERS MAY BE SUBJECT TO A SURRENDER CHARGE. IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING LIFE INSURANCE WITH THE POLICY DESCRIBED IN THIS PROSPECTUS. AN INTEREST IN THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY ANY BANK, NOR IS THE POLICY FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 1 THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR EACH PORTFOLIO. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. UNITED OF OMAHA LIFE INSURANCE COMPANY, P. O. Box 8430, Omaha, Nebraska 68103-0430 (800) 238-9354 2 - ----------------------------------------------------------- TABLE OF CONTENTS PAGE DEFINITIONS SUMMARY O BASIC FEATURES OF YOUR POLICY O COMPARISON TO OTHER POLICIES AND OTHER INVESTMENTS O POLICY FLOW CHART ABOUT US ALLOCATION OF PREMIUMS O THE VARIABLE ACCOUNT O THE FIXED ACCOUNT O TRANSFERS O DOLLAR COST AVERAGING O ASSET ALLOCATION PROGRAM THE POLICY O POLICY APPLICATION AND ISSUANCE O PREMIUM PAYMENTS O ACCUMULATION VALUE O LAPSE AND GRACE PERIOD O REINSTATEMENT O TELEPHONE TRANSACTIONS O MATURITY DATE DISTRIBUTIONS O POLICY LOANS O SURRENDER O PARTIAL WITHDRAWALS O DEATH BENEFIT O PAYMENT OF PROCEEDS O PAYMENT OPTIONS CHARGES AND FEES O CHARGES DEDUCTED FROM THE POLICY DEDUCTIONS FROM INITIAL PREMIUM; MONTHLY DEDUCTIONS; CHARGES DEDUCTED ON SURRENDER OR PARTIAL WITHDRAWAL O MORE INFORMATION ABOUT THE ABOVE CHARGES SURRENDER CHARGE; WAIVER OF SURRENDER CHARGE; RISK CHARGE; ADMINISTRATIVE CHARGE; PREMIUM CHARGES; COST OF INSURANCE CHARGE; TRANSFER CHARGE O SERIES FUND CHARGES OTHER POLICY PROVISIONS O NOTICE TO US; ENTIRE CONTRACT; RIGHT TO EXAMINE; DELAY OF PAYMENTS; CHANGE OF OWNERSHIP AND ASSIGNMENT; BENEFICIARY; BENEFICIARY CHANGE; MISSTATEMENT OF AGE OR SEX; SUICIDE; INCONTESTABILITY; COVERAGE BEYOND MATURITY; REINSTATEMENT; NONPARTICIPATING TAX MATTERS MANAGEMENT OTHER INFORMATION O REPORTS TO YOU; VOTING RIGHTS; DISTRIBUTION OF THE POLICIES; STATE REGULATION; LEGAL MATTERS; INDEPENDENT AUDITORS; REGISTRATION STATEMENT ILLUSTRATIONS O DEATH BENEFIT, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS FINANCIAL STATEMENTS 3 THIS PROSPECTUS IS NOT AN OFFERING ANYWHERE WHERE SUCH AN OFFERING CANNOT BE LAWFULLY MADE. NO ONE IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS ABOUT THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF THEY DO, YOU SHOULD NOT RELY UPON SUCH REPRESENTATIONS. 4 - ----------------------------------------------------------- DEFINITIONS ACCUMULATION UNITS means an accounting unit of measure used to calculate the accumulation value of the Variable Account. ACCUMULATION VALUE means the dollar value as of any Valuation Date of all amounts accumulated under the Policy. ALLOCATION DATE means the first business day following the completion of the RIGHT TO EXAMINE THIS POLICY period. BENEFICIARY refers to the person(s) or entity you name to receive the Death Benefit of the Policy. CASH SURRENDER VALUE means the Accumulation Value, less any outstanding Policy loans and unpaid loan interest, and less any applicable Surrender Charge. CORRIDOR AMOUNT means the Accumulation Value multiplied by the corridor percentage for the Insured's attained age. FIXED ACCOUNT means the account which consists of general account assets of United of Omaha Life Insurance Company. INSURED refers to the individual named on the application whose life is the basis for the death benefit protection provided by the Policy. LOAN ACCOUNT means an account established for any amounts transferred from the Fixed Account and Subaccounts as a result of loans. The Loan Account is credited with interest and is not based on the investment experience of the Variable Account. MONTHLY DEDUCTION DATE means the date of issue and the same date each month thereafter. MONTHLY DEDUCTION means the amount deducted from the Policy's Accumulation Value on each Monthly Deduction Date. NET AMOUNT AT RISK means the death benefit less the Accumulation Value on the Monthly Deduction Date after deducting the rider charges, if any, the risk charge for the current month, and the administrative charge. PAYEE refers to the person who receives payments under the Policy. POLICY means the individual flexible premium variable life insurance contract issued to you pursuant to our acceptance of your application for it. POLICY OWNER refers to you, the person that applied for the Policy. POLICY YEAR/MONTH/ANNIVERSARY means respective anniversary dates from the Date of Issue. PORTFOLIO means a separate mutual fund investment portfolio that is available under the Policy. PREMIUM means an amount paid by you to us as consideration for the benefits provided by the Policy. PROCEEDS means the Death Benefit, Cash Surrender Value, or Proceeds payable upon the Maturity Date. SPECIFIED AMOUNT means the amount of insurance selected, as shown on the Policy's Data page. SUBACCOUNT means that portion of the Variable Account which invests in shares of a specific mutual fund portfolio or any other investment portfolios that we make available Policy. VALUATION DATE means each day that the New York Stock Exchange is open for trading. VARIABLE ACCOUNT means United of Omaha Separate Account B, a separate account maintained by us in which a portion of our assets has been allocated for the Policy and certain other policies. WE, US, OUR, UNITED OF OMAHA refers to United of Omaha Life Insurance Company, Omaha, Nebraska. YOU, YOUR refers to the Policy Owner. 5 - ----------------------------------------------------------- SUMMARY O BASIC FEATURES OF YOUR POLICY The individual flexible premium variable life insurance Policy offered by this prospectus is designed to provide lifetime insurance coverage for the Insured named in the Policy. It is not offered primarily as an investment. This is a brief description of the basic features of the Policy. Policy features are explained in more detail throughout the prospectus. o Right to Examine. You have the right to return the Policy within 10 days (or more where required by applicable State insurance law) after you receive it or 45 days after you signed the application, whichever is later. We will return to you the premiums paid. (SEE "OTHER POLICY PROVISIONS: RIGHT TO EXAMINE.") o Premium Payments. You must pay an initial premium at least sufficient to purchase the minimum initial Specified Amount of life insurance coverage ($100,000). Unless the Accumulation Value is sufficient to maintain this Specified Amount, you must pay additional premiums sufficient to maintain a Specified Amount of $100,000 coverage for the first five Policy Years; thereafter you must maintain a Specified Amount of at least $50,000. You may also make payments in addition to planned premiums. (SEE "THE POLICY: PREMIUM PAYMENTS.") o No Lapse Guarantee. If either the minimum monthly premium or the lifetime monthly premium requirement has been met, and the Policy has never been reinstated, and no Additional Insured Term Insurance Rider covering the Insured is attached to the Policy, the Policy is guaranteed to not lapse for a certain period of time. (SEE "POLICY NO-LAPSE PERIOD") o Investment of Premiums. Your initial premium and any additional payments will be held in the Money Market Subaccount until the end of the Right to Examine period, when your initial premium is invested according to your instructions in one or more of the Subaccounts of the Variable Account corresponding to mutual fund portfolios or the Fixed Account. Allocations must be in whole percentages. (SEE "ALLOCATION OF PREMIUMS.") o Transfers. Once we mail the confirmation for the initial premium payment, and after the Right to Examine period, you may transfer portions of the Policy's Accumulation Value without charge among the Subaccounts and Fixed Account up to twelve times each Policy Year. Subsequent transfers may have charges. (SEE "ALLOCATION OF PREMIUMS: TRANSFERS.") o Fluctuating Accumulation Value. The Accumulation Value of the Policy will vary daily based on, among other things, the net investment experience of the Subaccounts to which you have allocated amounts. The Accumulation Value is not guaranteed. You bear the investment risk with respect to the Accumulation Value that is invested in the Subaccounts, and we bear the investment risk with respect to the Accumulation Value that is invested in the Fixed Account. o Death Benefit. You select one of two Death Benefit options. Death benefit option 1 equals the greater of (a) the Specified Amount on the date of death, less any loans and unpaid loan interest; or (b) the Policy's Accumulation Value on the date of death plus a corridor amount for the Insured's attained age, less any loans and unpaid loan interest. Death benefit option 2 equals the accumulation value plus the greater of (a) specified amount, or (b) corridor amount, less any loans and unpaid loan interest. (SEE "DISTRIBUTIONS: DEATH BENEFIT.") o Policy Loans and Partial Withdrawals. After the first Policy Year (from Date of Issue in Indiana), a loan privilege is available under the Policy. After the first Policy Year partial withdrawals also are allowed. Partial withdrawals are subject to a Surrender Charge and withdrawals and loans may be taxable and subject to a penalty tax. (SEE "DISTRIBUTIONS: POLICY LOANS, AND SURRENDER AND PARTIAL WITHDRAWALS.") o Surrenders. The Policy permits full surrender for the Cash Surrender Value. A Surrender Charge may be deducted upon full surrenders, partial withdrawals, and the amount of any reductions in Specified Amount of coverage. A Surrender Charge is applied for 12 Policy Years from the Policy Date of issue through the Insured's issue age 52, 11 years for issue age 53, 10 years at issue age 54, and 9 Policy Years from issue age 55 and higher. The Surrender Charge may be waived upon the occurrence of certain events. Once the Policy is surrendered, all coverage and other benefits under it cease and cannot be reinstated. (SEE "CHARGES AND FEES.") SURRENDERS MAY BE TAXABLE AND SUBJECT TO A PENALTY TAX. o Federal Income Tax Consequences. Death benefits paid to the Beneficiary under a life insurance policy generally are not subject to Federal income tax. Under current law, undistributed increases in cash value of a life insurance contract generally are not taxable. Pre-death distributions (including partial withdrawals and loans) from a modified endowment contract are included in income on an income first basis, and a 10% penalty tax may be imposed on income distributed before the Policy Owner attains age 59 1/2. (SEE "TAX MATTERS.") 6 O COMPARISON TO OTHER POLICIES AND OTHER INVESTMENTS In many respects the Policy is similar to fixed-benefit life insurance. Like fixed-benefit life insurance, the Policy offers a death benefit and provides a cash value, loan privileges and surrender values. The Policy is different from fixed-benefit life insurance in that the death benefit will in most cases, and the cash value ("Accumulation Value") will always, vary to reflect the investment experience of the selected Subaccounts of the Variable Account. The Policy is designed to provide insurance protection. Although the underlying mutual fund portfolios to which Accumulation Value may be allocated invest in securities similar to those in which mutual funds available directly to the public invest, in many ways the Policy differs from mutual fund investments. The main differences are: o The Policy provides a death benefit based on our assumption of an actuarially calculated risk. o If the Policy's Accumulation Value (absent a Policy Loan) or Cash Surrender Value (if there is a Policy Loan) are not enough to pay a Monthly Deduction Amount, and any unpaid loan interest, and a grace period expires without a sufficient premium payment, the Policy will lapse with no value. (SEE "THE POLICY: LAPSE.") If the Policy lapses when Policy loans are outstanding, adverse tax consequences may result. (SEE "TAX MATTERS: TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS.") o In addition to sales charges, insurance-related charges not associated with mutual fund investments are deducted from values of the Policy. These charges include various insurance, risk, and expense charges. (SEE "CHARGES AND FEES.") o United of Omaha, not the Policy Owner, owns the mutual fund shares. (SEE "OTHER INFORMATION: VOTING RIGHTS.") o Federal income tax liability on any earnings on the mutual fund investment is deferred until you receive a distribution from the Policy. Transfers from one underlying fund portfolio to another are accomplished without tax liability under current law. (SEE "TAX MATTERS: LIFE INSURANCE QUALIFICATION.") o Dividends and capital gains distributed by the underlying mutual funds are automatically reinvested and not currently taxable. o Premature withdrawals may be taxable and subject to a 10% federal tax penalty. Also, Policy earnings that would be treated as capital gains in a mutual fund are treated as ordinary income,although such earnings are exempt from taxation if received as a death benefit or taxation is deferred until such earnings are ditributed during the insured's lifetime.(SEE "TAX MATTERS: TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS.") HOW THE POLICY OPERATES The following chart shows how the Policy operates. For more information, refer to specific sections of this prospectus. O POLICY PREMIUM FLOW CHART ---------------------------------------------------------- PREMIUM PAYMENTS o Minimum initial premium required is a planned premium to maintain the initial Specified Amount of coverage until the next planned premium is due. Additional premium may be required to maintain the minimum required Specified Amount. o Payments in addition to planned premiums may be made, within limits. (SEE "PREMIUM PAYMENTS.") ---------------------------------------------------------- ------------------------------------------------------------------------ DEDUCTIONS FROM PREMIUMS BEFORE ALLOCATION o Premium Charges per premium payment: o 3.75% for state and federal tax expenses. o $2 for premium processing expenses. ------------------------------------------------------------------------ ----------------------------------------------------------------------------- INVESTMENT OF PREMIUMS You direct the allocation of initial premiums and any additional payments among 23 Subaccounts of the Variable Account and the Fixed Account after the "Right to Examine" period. The Subaccounts invest in corresponding mutual funds. For information about premium allocation options, rules and limits, SEE "ALLOCATION OF PREMIUMS." ----------------------------------------------------------------------------- 7 ----------------------------------------------------------------------------- DEDUCTIONS FROM ASSETS o Monthly Deduction on the Monthly Deduction Date from Accumulation Value for: o 0.70% (annual rate calculated as a percentage of Accumulation Value) mortality and expense risk charge during Policy Years 1 through 10; 0.55% after Policy Year 10. o $7 administrative charge. A Cost of Insurance charge multiplied by the Net Amount at Risk. Rider Charges o $10 transfer fee (first 12 transfers per Policy Year free). o Investment advisory fees and fund expenses are deducted from the assets of each Fund. (SEE "CHARGES AND FEES.") ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ACCUMULATION VALUE o Accumulation Value is equal to the initial premium and any additional premiums, as adjusted each day the New York Stock Exchange is open to reflect Subaccounts' investment experience, charges deducted and other Policy transactions (such as transfers and partial surrenders). The maximum loan amount is 100% of the Cash Surrender Values less interest to the end of the year, less one monthly deduction. o Accumulation Value may vary from day to day. There is no minimum guaranteed Accumulation Value. The Policy may lapse, subject to the No Lapse Period, even if there is no Policy loan. (SEE "THE POLICY: LAPSE AND GRACE PERIOD," "THE POLICY: NO LAPSE PERIOD," AND "DISTRIBUTIONS: POLICY LOANS.") o Accumulation Value can be transferred among the Subaccounts and the Fixed Account. SEE "ALLOCATION OF PREMIUM" for rules and limits. Policy loans reduce the amount available for allocations and transfers. o Dollar cost averaging and asset rebalancing programs are available. (SEE "ALLOCATION OF PREMIUM.") o Accumulation Value is the starting point for calculating certain values under a Policy, such as the Cash Surrender Value and the Death Benefit. ----------------------------------------------------------------------------- --------------------------------------------- ------------------------------------------- ACCUMULATION VALUE BENEFITS DEATH BENEFITS o After the first Policy Year (Date of o Received income tax free to Issue in Indiana), loans may be taken Beneficiary. (SEE "TAX MATTERS: LIFE for amounts up to 100% of Cash Surrender INSURANCE QUALIFICATION.") Value less interest to the end of the year less one monthly deduction at a net o Available as lump sum or under a annual interest rate charge of 2%. variety of payment options. Preferred loans are available beginning in the tenth year and later (with a net o Two Death Benefit Options are interest rate charge of 0%). SEE available: "DISTRIBUTIONS: POLICY LOANS" for rules and limits. o Option 1: Greater of (a) current Specified Amount; or (b) o The Policy may be surrendered in full at Accumulation Value plus Corridor any time for its Cash Surrender Value, Amount. or part of the Accumulation Value may be withdrawn (after the first Policy o Option 2: Accumulation Value plus Year). (SEE "DISTRIBUTIONS; SURRENDER greater of (a) Specified Amount, or AND PARTIAL WITHDRAWALS.") A Surrender (b) Corridor Amount. Charge, based upon age, sex, risk classes, and the amount of time you have o Flexibility to change Death Benefit had your Policy may apply to any Option and Specified Amount. surrender, or reduction in Specified Amount for the first 12 Policy years. o Rider benefits are available. (SEE "CHARGES AND FEES: SURRENDER CHARGE.") Federal taxes and tax PROCEEDS PAID WOULD BE REDUCED BY ANY penalties may also apply. (SEE "TAX POLICY LOAN BALANCE. (SEE MATTERS: TAX TREATMENT OF LOANS AND "DISTRIBUTIONS: DEATH BENEFIT.") OTHER DISTRIBUTIONS.") o Fixed and variable payment options are available. (SEE "DISTRIBUTIONS: PAYMENT OPTIONS.") --------------------------------------------- ------------------------------------------- 8 For more detailed information about the Policy, please read the rest of this prospectus. - ----------------------------------------------------------- ABOUT US We are United of Omaha Life Insurance Company, a stock life insurance company organized under the laws of the State of Nebraska in 1926 as United Benefit Life Insurance Company. We changed to our current name in 1981. United of Omaha is a wholly owned subsidiary of Mutual of Omaha Insurance Company. We are principally engaged in the business of issuing life insurance policies, accident and health insurance, and annuity contracts in all States of the United States except New York, the District of Columbia, and in several foreign countries. As of December 31, 1996, United of Omaha had assets of over $7 billion. We may from time to time publish (in advertisements, sales literature and reports to Owners) the ratings and other information assigned to us by one or more independent rating organizations such as A.M. Best Company, Moody's, Standard & Poor's, and Duff & Phelps. The purpose of the ratings is to reflect our financial strength and/or claims-paying ability, and the ratings should not be considered as bearing on the investment performance of assets held in the Variable Account. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best's Ratings. These ratings reflect A.M. Best Company's current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. In addition, our claims-paying ability, as measured by Moody's Insurance Credit Report, Standard and Poor's Insurance Ratings Services, or Duff & Phelps may be referred to in such advertisements, sales literature, or reports. These ratings are opinions regarding an operating insurance company's financial capacity to meet the obligations of its insurance and annuity policies in accordance with their terms. Such ratings do not reflect the investment performance of the Variable Account or the degree of risk associated with an investment in the Variable Account. - ----------------------------------------------------------- ALLOCATION OF PREMIUMS You may allocate all or a part of your Policy premium to one of the twenty-three Series Fund Portfolios currently available through the Variable Account, to the Fixed Account, or to a combination of these. Allocations must be in whole percentages and total 100%. The investment results of each Portfolio, whose investment objectives are described below, are likely to differ significantly. You should consider carefully, and on a continuing basis, which Portfolio or combination of Portfolios and the Fixed Account is best suited to your long-term investment objectives. THE VARIABLE ACCOUNT The Variable Account established for the purpose of providing variable options to fund the Policy is United of Omaha Separate Account B. Amounts allocated to the Variable Account are invested exclusively in shares of a Portfolio of one of the Series Funds. Each Series Fund is an open-end management investment company whose shares are purchased by the Variable Account to fund the benefits provided by the Policy. The Series Fund Portfolios currently available under the Variable Account, including their investment objectives and their investment advisers, are described briefly in this Prospectus. Complete descriptions of each Portfolio's investment objectives, restrictions, and risks and other material information relating to an investment in the Portfolio are contained in the prospectuses for each of the Series Funds which accompany this Prospectus. United of Omaha Separate Account B was established pursuant to an August 27, 1996, resolution of our Board of Directors. Under Nebraska Insurance Law, the income, gains or losses, realized or unrealized, from assets allocated to the Variable Account are credited to or charged against the Variable Account, without regard to other income, gains, or losses of United of Omaha. These assets are held by us for our variable life insurance policies. Any and all distributions made by the Series Funds with respect to the shares held by the Variable Account will be reinvested in additional shares at net asset value. The assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business conducted by us. We are, however, responsible for meeting the obligations under the Policy to you. No stock certificates are issued to the Variable Account for shares of the Series Funds held in the Variable Account. We own the Series Funds shares for the Variable Account. The Variable Account is registered with the Securities and Exchange Commission ("SEC") as a unit investment trust under the Investment Company Act of 1940 and meets the definition of separate account under federal securities laws. However, the SEC does not supervise the management or the investment 9 practices or policies of the Variable Account. We do not guarantee the Variable Account's investment performance. VARIABLE ACCOUNT PORTFOLIOS ALGER AMERICAN FUND - ALGER AMERICAN GROWTH PORTFOLIO -- seeks long-term capital appreciation by investing in a diversified portfolio of equity securities, primarily of companies with total market capitalization of $1 billion or greater. (1) ALGER AMERICAN FUND - ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO -- seeks long-term capital appreciation by investing in a diversified portfolio of equity securities, primarily of smaller, newer companies with total market capitalization of less than $1 billion. The securities of such companies may have limited marketability and may be subject to more abrupt or erratic price changes than securities of larger, more established companies or the market averages in general.(1) (*) INSURANCE MANAGEMENT SERIES - FEDERATED PRIME MONEY FUND II PORTFOLIO -- invests in money market instruments maturing in thirteen months or less to achieve current income consistent with stability of principal and liquidity. The Portfolio attempts to maintain a stable net asset value of $1.00 per share, but there can be no assurance the Portfolio will be able to do so. (2) INSURANCE MANAGEMENT SERIES - FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II PORTFOLIO -- seeks current income by investing in a diversified portfolio limited to U.S. government securities. (2) FIDELITY VARIABLE INSURANCE PRODUCTS FUND II - FIDELITY VIP II ASSET MANAGER: GROWTH PORTFOLIO -- seeks to obtain high total return with reduced risk over the long-term by allocating its assets among stocks, bonds, and short-term fixed-income instruments. Although the Portfolio seeks to reduce its overall risk by diversifying among different types of investments, the fund aggressively invests in a wide variety of security types, including stocks and bonds issued in developing countries and derivative transactions. The Portfolio spreads investment risk by limiting its holdings in any one company or industry.(3, 4) (*) FIDELITY VARIABLE INSURANCE PRODUCTS FUND - FIDELITY VIP EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing mainly in income-producing equity securities. In selecting investments, the Portfolio also considers the potential for capital appreciation. The Portfolio seeks to achieve a return that surpasses that of the S&P 500. The Portfolio does not expect to invest in debt securities of companies that do not have proven earnings or credit.(3) FIDELITY VARIABLE INSURANCE PRODUCTS FUND II - FIDELITY CONTRAFUND PORTFOLIO -- seeks to increase the value of the Portfolio over the long term by investing in securities of companies that are undervalued or out-of-favor. This strategy can lead to investments in domestic or foreign companies, many of which may not be well known. The stocks of small companies often involve more risk than those of larger companies. The Portfolio may use various investment techniques to hedge the Portfolio's risk, but there is no guarantee that these strategies will work as intended.(3) (*) FIDELITY VARIABLE INSURANCE PRODUCTS FUND II - FIDELITY INDEX 500 PORTFOLIO -- seeks to match the total return of the S&P 500 while keeping expenses low. The Portfolio utilizes a "passive" or "indexing" approach and tries to allocate its assets similarly to those of the index. Normally 80% (65% if fund assets are below $20 million) of the fund's assets are invested in equity securities of companies that compose the S&P 500. The Standard & Poor's Corporation is neither an affiliate nor a sponsor of the fund. MFS VARIABLE INSURANCE TRUST - MFS EMERGING GROWTH PORTFOLIO -- seeks to provide long-term growth of capital through investing primarily in common stocks of emerging growth companies, which involves greater risk than is customarily associated with investments in more established companies. The Portfolio may invest to a limited extent in lower rated fixed income securities or comparable unrated securities.(5) (*) MFS VARIABLE INSURANCE TRUST - MFS HIGH INCOME PORTFOLIO -- seeks high current income by investing primarily in a diversified portfolio of fixed income securities, some of which may involve equity features. The Portfolio may invest in lower rated fixed income securities or comparable unrated securities.(5) (*) 10 MFS VARIABLE INSURANCE TRUST - MFS RESEARCH PORTFOLIO -- seeks to provide long-term growth of capital and future income by investing a substantial portion of its assets in the common stocks or securities convertible into common stocks of companies believed to possess better than average prospects for long-term growth. No more than 5% of the Portfolio's convertible securities, if any, will consist of securities in lower rated categories or securities believed to be of similar quality to lower rated securities. The Portfolio may invest to a limited extent in lower rated fixed income securities or comparable unrated securities.(5) (*) MFS VARIABLE INSURANCE TRUST - MFS VALUE SERIES PORTFOLIO -- seeks capital appreciation by investing primarily in common stocks, including to a limited extent foreign securities which are not traded on a U.S. exchange. The Portfolio may invest to a limited extent in lower rated fixed income securities or comparable unrated securities. (5) (*) MFS VARIABLE INSURANCE TRUST - MFS WORLD GOVERNMENT PORTFOLIO -- seeks preservation and growth of capital, together with moderate current income by investing its assets in an internationally diversified portfolio consisting primarily of debt securities and, to a lesser extent, equity securities. The Portfolio investments are expected to consist primarily of securities which are of relatively high quality and minimal credit risk. However, an error of judgment in selecting a currency or an interest rate environment could result in a loss of capital, and a held security whose quality deteriorates significantly will be sold only if the Portfolio investment adviser believes it is advantageous to do so. (5) PIONEER VARIABLE CONTRACTS TRUST - PIONEER CAPITAL GROWTH PORTFOLIO -- seeks capital appreciation by investing in a diversified portfolio of securities consisting primarily of common stocks.(6) PIONEER VARIABLE CONTRACTS TRUST - PIONEER REAL ESTATE PORTFOLIO -- seeks long-term growth of capital by investing primarily in securities of real estate investment trusts (REITs) and other real estate industry companies. Current income is the Portfolio's secondary investment objective.(6) SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER GLOBAL DISCOVERY PORTFOLIO -- seeks above-average capital appreciation over the long term by investing primarily in the equity securities of small companies located throughout the world, including to a limited extent in lower rated fixed income securities or comparable unrated securities. Since the Portfolio normally will invest in both U.S. and foreign securities markets, changes in the Portfolio's unit value may have a low correlation with movements in the U.S. markets. (7)(*) SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER GROWTH & INCOME PORTFOLIO -- seeks long term growth of capital, current income and growth of income by investing primarily in common stocks, preferred stocks, and securities convertible into common stocks of companies which offer the prospect for growth of earnings while paying higher than average current dividends. (7) SCUDDER VARIABLE LIFE INVESTMENT FUND - SCUDDER INTERNATIONAL PORTFOLIO -- seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments. The Portfolio invests in companies, wherever organized, which do business primarily outside the United States. The Portfolio intends to diversify investments among several countries, and does not intend to concentrate investments in any particular industry. (7) T. ROWE PRICE EQUITY SERIES, INC. - T. ROWE PRICE EQUITY INCOME PORTFOLIO -- Seeks to provide substantial dividend income and also capital appreciation by investing primarily in dividend-paying common stocks of established companies.(9) T. ROWE PRICE INTERNATIONAL SERIES, INC. - T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO -- seeks a total return on its assets from long-term growth of capital and income, by investing substantially all of its assets in common stocks of established non-U.S. companies. (8) T. ROWE PRICE FIXED INCOME SERIES, INC. - T. ROWE PRICE LIMITED-TERM BOND PORTFOLIO -- seeks a high level of income consistent with modest price fluctuation by investing primarily in investment grade debt securities. (9) T. ROWE PRICE EQUITY SERIES, INC. - T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO -- seeks long-term growth of capital through investments primarily in common stocks of U.S. growth companies which operate in service industries believed to be above-average performers in their fields. Total return will consist primarily of capital appreciation or depreciation. (9) 11 T. ROWE PRICE EQUITY SERIES, INC. - T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO -seeks the highest total return over time consistent with an emphasis on both capital appreciation and income. There are no limitations on market capitalization or types of stock the Portfolio can hold. While bond holdings are primarily investment grade, the Portfolio can also invest in more volatile below-investment grade bonds.(9) (*) INVESTMENT ADVISERS AND SUBADVISERS OF THE SERIES FUNDS: (1) Fred Alger Management, Inc. (2) Federated Advisors. (3) Fidelity Management & Research Company. (4) Fidelity Investment Management and Research (U.K.) Inc., and Fidelity Management and Research Far East Inc., regarding research and investment recommendations with respect to companies based outside the United States. (5) Massachusetts Financial Services Company. (6) Pioneer Fund Group. (7) Scudder, Stevens & Clark, Inc. (8) Rowe Price-Fleming International, Inc., a joint venture between T. Rowe Price Associates, Inc. and Robert Fleming Holdings Limited. (9) T. Rowe Price Associates, Inc. - ----------------- (*) THESE PORTFOLIOS' INVESTMENT STRATEGIES MAY PROVIDE THE OPPORTUNITY FOR HIGHER THAN AVERAGE RETURNS BY INVESTING IN SECURITIES WITH HIGHER THAN AVERAGE RISK, SUCH AS LOWER RATED AND UNRATED DEBT AND COMPARABLE EQUITY INSTRUMENTS. PLEASE CONSULT EACH PORTFOLIO'S PROSPECTUS ACCOMPANYING THIS PROSPECTUS FOR MORE INFORMATION ABOUT THE RISK ASSOCIATED WITH SUCH INVESTMENTS. THERE IS NO ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVE. MORE DETAILED INFORMATION, INCLUDING A DESCRIPTION OF EACH PORTFOLIO'S INVESTMENT OBJECTIVE AND POLICIES AND A DESCRIPTION OF RISKS INVOLVED IN INVESTING IN EACH OF THE PORTFOLIOS AND OF EACH PORTFOLIO'S FEES AND EXPENSES, IS CONTAINED IN THE PROSPECTUS FOR THE PORTFOLIO, CURRENT COPIES OF WHICH ACCOMPANY THIS PROSPECTUS. INFORMATION CONTAINED IN THE PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE INVESTING IN A PORTFOLIO OF THE VARIABLE ACCOUNT. An investment in the Variable Account, or in any Portfolio, including the Money Market Portfolio, is not insured or guaranteed by the U.S. Government, and there is no assurance that the Money Market Portfolio will be able to maintain a stable net asset value per share. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS We do not control the Portfolios and cannot and do not guarantee that any of the Portfolios will always be available for Premium allocations or Accumulation Value transfers. We retain the right, subject to any applicable law, to make certain changes in the Variable Account and its investments. We reserve the right to eliminate the shares of any Portfolio held by a Subaccount and to substitute shares of another Portfolio, or of another registered open-end management investment company for the shares of any Portfolio, if the shares of the Portfolio are no longer available for investment or if, in our judgment, investment in any Portfolio would be inappropriate in view of the purposes of the Variable Account. To the extent required by the 1940 Act, substitutions of shares attributable to your interest in a Subaccount will not be made without prior notice to you and the prior approval of the SEC. If required, approval of or change of any investment policy will be filed with the Insurance Department of any State in which the Policy is sold. New Subaccounts may be established, or existing Subaccounts eliminated, when, in our sole discretion, marketing, tax, investment or other conditions warrant such a change. If a Subaccount is eliminated, we will notify you and request a reallocation of the amounts invested in the eliminated Subaccount. If you do not reallocate these amounts, we will reinvest them in the Subaccount that invests in the Money Market Portfolio (or in a similar portfolio of money market instruments). In the event of any such substitution or change, we may make changes in the Policy as may be necessary or appropriate to reflect such substitution or change. Furthermore, the Variable Account may be (i) operated as a management company under the 1940 Act or any other form permitted by law, (ii) deregistered under the 1940 Act in the event such registration is no longer required or (iii) combined with one or more other separate accounts. To the extent permitted by applicable law, we also may transfer the assets of the Variable Account associated with the Policies to another account or accounts. 12 O THE FIXED ACCOUNT This Prospectus is intended to serve as a disclosure document only for the Policy and the Variable Account. For complete details regarding the Fixed Account, see the Policy itself. PREMIUM ALLOCATED AND AMOUNTS TRANSFERRED TO THE FIXED ACCOUNT BECOME PART OF THE GENERAL ACCOUNT ASSETS OF UNITED OF OMAHA. INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR IS THE GENERAL ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT. ACCORDINGLY, NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS THEREIN IS GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS, AND WE HAVE BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO THE FIXED ACCOUNT. The Fixed Account includes all our assets except those segregated in the Variable Account or in any other separate investment account. You may allocate Premium to the Fixed Account or transfer amounts from the Variable Account to the Fixed Account. Instead of you bearing the investment risk, as is the case for Accumulation Value in the Variable Account, we bear the full investment risk for all Accumulation Value in the Fixed Account. We have sole discretion to invest the assets of our general account, including the Fixed Account, subject to applicable law. We guarantee to credit interest to amounts in the Fixed Account at an effective rate of at least 4% per year. (After the expense charge is applied, the net effective rate is 3.3% for Policy years 1-10, and 3.45% for Policy years 11 and subsequent. We may, in our sole discretion, credit amounts in the Fixed Account with interest at a current interest rate in excess of 4%.) Only one transfer out of the Fixed Account is allowed each Policy Year. (This limit does not apply under the Dollar Cost Averaging or Asset Allocation programs). Moreover, the maximum amount that can be transferred out of the Fixed Account during any Policy Year is 10% of Fixed Accumulation Value on the date of the transfer. No charge is imposed on such transfers. We reserve the right to modify transfer privileges at any time. (SEE "ALLOCATION OF PREMIUM: TRANSFERS.") Partial withdrawals from the Fixed Account are limited to a pro rata amount (with withdrawals from the Variable Account). Withdrawals and transfers from the Fixed Account may be delayed for up to six months, and withdrawals may be subject to a Surrender Charge. (SEE "CHARGES AND FEES: SURRENDER CHARGES.") For purposes of crediting interest, the most recent payment or transfer into the Fixed Account, plus interest allocable to that payment or transfer, is considered to be withdrawn or transferred out last; the next most recent payment plus interest is considered to be transferred out next, and so on (this is a "last-in, first-out" procedure). We guarantee that, upon Death or the Policy Maturity Date, the amount in your Fixed Account will be not be less than the amount of Premium allocated or Accumulation Value transferred to the Fixed Account, plus interest at an effective rate of 4% per year, plus any excess interest credited to amounts in the Fixed Account, less that part of the Monthly Deduction allocable to the Fixed Account and less any amounts deducted from the Fixed Account in connection with partial withdrawals (including any Surrender Charges) or transfers to the Variable Account or to the Loan Account. WE HAVE COMPLETE AND SOLE DISCRETION TO DETERMINE THE CURRENT INTEREST RATES OF THE FIXED ACCOUNT. WE CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE CURRENT INTEREST RATES OF THE FIXED ACCOUNT, EXCEPT TO GUARANTEE THAT FUTURE CURRENT INTEREST RATES WILL NOT BE BELOW AN EFFECTIVE RATE OF 3.3% PER YEAR COMPOUNDED ANNUALLY. YOU BEAR THE RISK THAT CURRENT INTEREST RATES OF THE FIXED ACCOUNT WILL NOT EXCEED AN EFFECTIVE RATE OF 3.3% PER YEAR. O TRANSFERS Subject to the limitations and restrictions described below, transfers out of a Subaccount of the Variable Account may be made any time after the Right to Examine period and prior to death or the Policy Maturity Date, by sending written notice, signed by you, to us. Transfers also may be requested by telephone, subject to the provisions described below under "THE POLICY: TELEPHONE TRANSACTIONS." We reserve the right, at any time and without notice to any party, to modify the transfer privileges under the Policy. Transfers are effective on the date we receive your request. After the Right to Examine period, you can transfer Accumulation Value from one Subaccount of the Variable Account to another, or from the Variable Account to the Fixed Account or from the Fixed Account to any Subaccount of the Variable Account within certain limits. Transfers out of a Subaccount currently may be made as often as you wish (we reserve the right to limit or restrict transfers in the future or to eliminate the transfer privilege). We reserve the right to restrict transfers from the Variable Account to the Fixed Account of amounts previously transferred from the Fixed Account for up to six months. A transfer fee of $10 may be imposed for any transfer in excess of 12 per Policy Year. The transfer fee is deducted from the amount transferred. The first 12 transfers each Policy year are free. Transfers from the Fixed Account currently may be made only once each Policy Year. Transfers from the Fixed Account do not count toward the 12 free transfer limit described above, and no transfer charge will be imposed on transfers from the Fixed Account. Moreover, the maximum amount that can be transferred out of the Fixed Account during any Policy Year is 10% of the Fixed Accumulation Value on the date of the transfer. 13 The Policy is designed as a long-term investment to provide death benefit protection, and may also be used as a part of your retirement or other financial planning. The Policy is not intended for active trading or "market timing." Excessive transfers could harm other Policy Owners by having a detrimental effect on portfolio management (which could occur, for example, if it caused excessive commission expense or caused the manager to keep higher cash reserves than otherwise). Therefore, we reserve the right to limit the number of transfers from the Subaccounts of the Variable Account and the Fixed Account if: (a) we believe that excessive trading by the Policy Owner or a specific transfer request would have a detrimental effect on Accumulation Value or the share prices of the Portfolios; or (b) we are informed by one or more of the Portfolios that the purchase or redemption of shares is to be restricted because of excessive trading or a transfer or group of transfers is deemed to have a detrimental effect on share prices of one or more Portfolios or the Variable Account. Where permitted by law, we may accept your authorization of third party transfers on your behalf, subject to our rules. We may suspend or cancel such acceptance at any time. For example, third party transfers on by "market timers" could be suspended if they cause harm to other Policy Owners. We will notify you of any such suspension or cancellation. We may restrict the availability of Subaccounts and the Fixed Account for Transfers during any period in which you authorize such third party to act on your behalf. We will give you prior notification of any such restrictions. However, we will not enforce such restrictions if we are provided with satisfactory evidence that: (a) such third party has been appointed by a court of competent jurisdiction to act on your behalf; or (b) such third party has been appointed by you to act on your behalf for all your financial affairs. O DOLLAR COST AVERAGING Dollar cost averaging is a process whose objective is to shield investments from short term price fluctuations. Since the same dollar amount is transferred to selected Subaccounts each month, over time more purchases of Portfolio shares are made when the value of those shares is low, and fewer shares are purchased when the value is high. As a result, a lower than average cost of purchases may be achieved over the long term. While this process allows you to take advantage of investment price fluctuations, it does not assure a profit or protect against a loss in declining markets. Our dollar cost averaging program allows you to automatically transfer, on a periodic basis, a predetermined amount or percentage specified by you from any one Subaccount or the Fixed Account to any Subaccount(s) of the Variable Account. The automatic transfers can occur monthly, quarterly, semi-annually, or annually, and the amount transferred each time must be at least $100 and must be $50 per Subaccount. At the time the program begins, there must be at least $5,000 of Accumulation Value in the applicable Subaccount or the Fixed Account being transferred from. If transfers are made from the Fixed Account, the maximum periodic transfer amount is 10% of that account's value at the time of election, or a sufficient amount to provide transfers for 10 months. There is no maximum transfer amount requirement out of the Subaccounts of the Variable Account. You can request participation in the Dollar Cost Averaging program when purchasing the Policy or at a later date. Transfers will begin on the first or 15th day (or, if not a Valuation Date, the next following Valuation Date) of the month, as specified by you, during which the request is processed. You can specify that only a certain number of transfers will be made, in which case the program will terminate when that number of transfers has been made. Otherwise, the program will terminate when the amount remaining in the applicable Subaccount or, if applicable, the Fixed Account, is less than $500. You can increase or decrease the amount or percentage of the transfers or discontinue the program by notifying us of the change. There is no charge for participation in this program. O ASSET ALLOCATION PROGRAM Under the Asset Allocation Program, you can instruct us to allocate premium and Accumulation Value among the Subaccounts of the Variable Account and the Fixed Account pursuant to allocation instructions you specify or recommended by us and approved by you. We will rebalance your Policy's assets on a quarterly, semi-annual or annual basis, as specified by you, to ensure conformity with your allocation instructions. Such asset rebalancing is intended to transfer cash value from Subaccounts that have increased in value to those that have declined, or not increased as much, in value. Over time, this method of investing may help you to "buy low and sell high," although there can be no assurance this objective will be achieved. Transfers of Accumulation Value made pursuant to this program will not be counted in determining whether the Transfer Fee applies. At the time the program begins, there must be at least $10,000 of Accumulation Value under the Policy. You can request participation in the Asset Allocation Program when purchasing the Policy or at a later date. You can change your allocation percentage or discontinue the program by notifying us of the change. There is no charge for participation in this program. 14 - ----------------------------------------------------------- THE POLICY O POLICY APPLICATION AND ISSUANCE To purchase a Policy, you must submit an application and provide evidence of insurability of the proposed Insured. The initial premium also must be paid before we will issue the Policy. We will not issue a Policy if the Insured is older than age 90. Before accepting an application, we conduct underwriting to determine insurability. We reserve the right to reject an application or premium for any reason. If a Policy is not issued, we will return any premium payment you submitted. If a Policy is issued, it will be effective on the date of issue. O PREMIUM PAYMENTS The Policy is designed to provide you with life insurance protection and flexibility with the amount and frequency of premium payments and the level of life insurance proceeds payable under the Policy. The minimum initial premium required is a planned premium to maintain an initial Specified Amount of coverage until the next planned premium is due. Your initial premium will be credited to the Policy on the date the Policy is issued. Premiums will be allocated to the Money Market portfolio until the end of the Right to Examine period. You may purchase a Policy with the proceeds of another life insurance policy, provided that the applicable application forms are completed. IT MAY NOT BE ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH A POLICY. After the first premium payment, you must only make premium payments as necessary to maintain the Specified Amount of coverage that you purchased. Planned premiums may be paid annually, semiannually, or at other intervals we offer. Beginning with the second Policy Year, you may change the planned premium once each year, subject to our approval. The planned premium is flexible. Additional payments that increase the Specified Amount may be made until the Insured attains age 90, subject to our underwriting requirements and our approval. We reserve the right to limit premiums or refund any values in order to qualify this policy as life insurance under the Internal Revenue Code of 1986, as amended. If additional Premium is accepted, we will credit it to your Policy's Accumulation Value pursuant to your current accumulation instructions, unless you provide other instructions as of the date underwriting was completed. O ACCUMULATION VALUE On the date of issue the Accumulation Value equals the initial net premium less the Monthly Deduction for the first month. The net premium is the premium less the premium charges for tax and premium processing expenses. On any Monthly Deduction Date after the date of issue the Accumulation Value equals: (a) the total of the values in each Subaccount; plus (b) the accumulation value of the Fixed Account; plus (c) the accumulation value of the loan Account; less (d) the Monthly Deduction for the current month. The value for each Subaccount equals: (a) the current number of Accumulation Units; multiplied by (b) the current unit value. Each net premium allocated to the Variable Account is converted into Accumulation Units. This is done by dividing the net premium by the Accumulation Unit value for the Valuation Period during which the net premium is allocated to the Variable Account. The initial Accumulation Unit value for each Subaccount was set when the Subaccount was established. The unit value may increase or decrease from one Valuation Date to the next. The Accumulation Unit value for a Subaccount on any Valuation Date is calculated as follows: (a) the Net Asset Value Per Share of the Portfolio multiplied by the number of shares held in the Subaccount, before the purchase or redemption of any shares on that date; divided by (b) the total number of Accumulation Units held in the Subaccount on the Valuation Date, before the purchase or redemption of any shares on that date. 15 The Accumulation Value of the Fixed Account on any Monthly Deduction Date before deducting the Monthly Deduction equals: (a) the value as of the last Monthly Deduction Date; plus (b) any net premiums credited since the last Monthly Deduction Date; plus (c) any transfers from the Subaccounts to the Fixed Account since the last Monthly Deduction Date; plus (d) any transfers from the Loan Account to the Fixed Account since the last Monthly Deduction Date; less (e) any transfers from the Fixed Account to the Subaccounts since the last Monthly Deduction Date; less (f) any transfers from the Fixed Account to the Loan Account since the last Monthly Deduction Date; less (g) any partial withdrawals and surrender charge taken from the Fixed Account since the last Monthly Deduction Date; plus (h) interest credited on the balance. The Cash Surrender Value is the Accumulation Value less any outstanding Policy loans and unpaid loan interest and less any applicable Surrender Charge. O LAPSE If there is no outstanding Policy loan, the Policy will lapse if, on a Monthly Deduction Date, the Accumulation Value is not enough to cover the Monthly Deduction due on that date (subject to the No-Lapse Provision), and a grace period expires without a sufficient premium payment. If there is an outstanding loan, the Policy will lapse on any Monthly Deduction Date when the Cash Surrender Value is insufficient to cover the Monthly Deduction and any loan interest due on that date (subject to the No-Lapse Provision), and a grace period expires without a sufficient premium payment. A lapse of the Policy may result in adverse tax consequences. O GRACE PERIOD If there is no outstanding policy loan, the grace period will begin on any Monthly Deduction Date when the Accumulation Value is not enough to pay the Monthly Deduction, subject to the NO-LAPSE PERIOD provision. If there is an outstanding policy loan, the grace period will begin on any Monthly Deduction Date when the cash surrender value is not enough to pay the Monthly Deduction and any loan interest due, subject to the NO-LAPSE PERIOD provision. We will allow 61 days from the start of the grace period for the payment of an amount large enough to pay all unpaid Monthly Deductions and unpaid loan interest. This policy will remain in force during the grace period. If the payment is not received by the end of the grace period, this policy will lapse as of the first day of the grace period. If the death of the Insured occurs on the Monthly Deduction Date or during the grace period, any past due Monthly Deductions and unpaid loan interest will be deducted in determining the death benefit. Insurance coverage continues during the grace period, but the Policy will be deemed to have no Accumulation Value for purposes of Policy loans, surrender and withdrawals. O NO-LAPSE PERIOD The Policy contains a provision that can prevent it from lapsing, even if the cash surrender value is insufficient to pay the monthly deduction, if certain conditions are met. This provision applies only if: (a) either the minimum monthly premium or the lifetime monthly premium requirement has been met; and (b) the policy has never been reinstated; and (c) no Additional Insured Term Insurance Rider covering the Insured is attached. The minimum monthly premium per $1,000 of Specified Amount and the minimum No-Lapse Period are shown on the policy data pages. If you meet the minimum monthly premium requirement, then the policy will not lapse during the minimum No-Lapse Period, if applicable. The minimum monthly premium requirement is met on any Monthly Deduction Date when the total premiums paid since the policy's date of issue, less any partial withdrawals accumulated at 4% interest and less any outstanding policy loan, equals or exceeds the minimum monthly premium accumulated at 4% interest. The lifetime monthly premium per $1,000 of Specified Amount and the lifetime No-Lapse Period are shown on the policy data pages. If you meet the lifetime monthly premium requirement, then the policy will not lapse during the lifetime No-Lapse Period, if applicable. 16 The lifetime monthly premium requirement is met on any Monthly Deduction Date when the sum of premiums paid since the policy's date of issue, less any partial withdrawals accumulated at 4% interest and less any outstanding policy loans, equals or exceeds the lifetime monthly premium accumulated at 4% interest. O TELEPHONE TRANSACTIONS You may make transfers, partial withdrawals, and/or change the allocation of subsequent Premium payments, by telephone if you previously authorized telephone transactions in writing to us. We will not be liable for following instructions communicated by telephone that we believe to be genuine. However, we will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. If we fail to do so, we may be liable for any losses due to unauthorized or fraudulent instructions. All telephone requests will be recorded on voice recorder equipment for your protection. When making telephone requests, you will be required to provide your social security number and/or other information for identification purposes. Telephone requests must be received by us no later than the close of the New York Stock Exchange ("NYSE")(usually 3:00 p.m. Central time) in order to be processed that day. Telephone transfer requests received later will be processed the next day the NYSE is open. The telephone transaction privilege may be discontinued at any time as to some or all Policy Owners. O MATURITY DATE The Policy's maturity date is the Policy Anniversary next following the Insured's 100th birthday. On the maturity date we will pay you the Policy's Accumulation Value (less any outstanding Policy loans and unpaid loan interest), if (a) the Insured is then living; (b) this Policy is in force; and (c) coverage beyond maturity is not elected. There may be little or no cash surrender value at that time. The Policy may terminate prior to the maturity date if the premiums paid and Accumulation Value are insufficient to continue this Policy in force. O COVERAGE BEYOND MATURITY Within thirty days of the maturity date of this policy, you may elect to continue the policy in force beyond the maturity date. The election must be made by written request. The following will apply: (a) The allocation of the Accumulation Value to the Subaccounts and the Fixed Account will be maintained according to your instructions; (b) The cost of insurance charge will be zero; (c) The risk charge will be zero; (d) The administrative charge will be zero; (e) The corridor percentage will be fixed at 1% ; (f) The death benefit option will be fixed at Option 1; (g) Any riders attached to the policy that are then in force will end; (h) The Insured's date of death will be considered this policy's maturity date. All other rights and benefits as described in the policy will be available during the lifetime of the Insured, except that we will not accept any additional premium payments after coverage beyond maturity has been elected. The tax consequences associated with extending coverage beyond maturity are unclear and a tax advisor should be consulted before mailing such an elections. - ----------------------------------------------------------- DISTRIBUTIONS O POLICY LOANS After the first Policy Year (from the Date of Issue in Indiana), you may obtain a loan for up to 100% of the Cash Surrender Value less loan interest to the end of the Year and less one monthly deduction. This Policy must be assigned to us as sole security for the loan. We will transfer all loan amounts from the Fixed Account and the Subaccounts to the Loan Account. The amounts will be transferred on a pro rata basis. Loan interest is payable at a rate of 5.7% in advance (6.0% effective annual rate). Interest is due on each Policy Anniversary. If the interest is not paid when due, we will transfer an amount equal to the unpaid loan interest from the Fixed Account and the Subaccounts, to the Loan Account on a pro rata basis. We will credit 4% interest to any amounts in the Loan Account, except amounts equal to a Preferred Loan as described below, for a net annual Loan interest rate of 2%. The death benefit will be reduced by the amount of any loan outstanding on the date of the Insured's death. We may defer making a loan for six months unless the loan is to pay premiums to us. A Preferred Loan is available on existing and new loans beginning in the 10th Policy Year. A Preferred Loan will be credited with 6% interest, for a net annual Preferred Loan interest rate of 0%. It is unclear whether a Preferred Loan will be respected for tax purposes, and a tax advisor should be consulted before effecting such a Preferred Loan. 17 All or part of a loan may be repaid at any time while the Policy is in force. The amount of a loan repayment will be deducted from the Loan Account and will be allocated among the Fixed Account and the Subaccounts in the same percentages as the Accumulation Value on the date repayment. You should identify any payment intended to reduce a loan as a loan repayment; otherwise, it will be added to the Accumulation Value (i.e., treated as a premium). O SURRENDER While the Insured is alive, you may terminate this Policy for its Cash Surrender Value. If you request a cash surrender, the Policy must be returned to us to receive the Cash Surrender Value With regard to amounts allocated to the Fixed Account, the Cash Surrender Value will be equal to or greater than the minimum Cash Surrender Values required by the State in which this Policy was delivered. The value is based on the Commissioners 1980 Standard Mortality Table, the insured's age at last birthday, with interest at 4%. Also, Surrenders are taxable and a 10% federal tax penalty may apply. (SEE "TAX MATTERS.") A SURRENDER CHARGE MAY BE DEDUCTED FROM THE ACCUMULATION VALUE. We may defer payment of a cash surrender from the Fixed Account for up to six months. o PARTIAL WITHDRAWALS After the first Policy Year, you may withdraw part of the Accumulation Value. A surrender charge may be deducted from the accumulation value. Withdrawals from the Fixed Account are made beginning with the most recent Premium payment. (SEE "ALLOCATION OF PREMIUMS: THE FIXED ACCOUNT.") The minimum partial withdrawal amount is $250. The maximum partial withdrawal amount is an amount such that the remaining cash surrender value is not less than $500 and the Specified Amount is not less than $100,000 in Policy years one through five or not less than $50,000 thereafter. If Death Benefit Option 1 is in effect, the following will apply for each partial withdrawal: (a) the current Specified Amount will be reduced by the amount of the withdrawal; and (b) the Accumulation Value will be reduced by: (1) the amount of the withdrawal; and (2) the surrender charge applicable to the decrease in current Specified Amount, as described in the SURRENDER CHARGE provision. We will send you an amendment showing the current Specified Amount after the withdrawal. If Death Benefit Option 2 is in effect, the Accumulation Value will be reduced by the amount of the withdrawal. The amount of cash withdrawal requested and any surrender charge will be deducted from the Accumulation Value on the date we receive your written request. Partial withdrawals will result in cancellation of Accumulation Units from each applicable Subaccount. In the absence of instructions from you, amounts will be deducted from the Subaccounts and the Fixed Account on a pro rata basis. No more than a pro rata amount may be withdrawn from the Fixed Account for any partial withdrawal. We reserve the right to defer withdrawals from the Fixed Account for up to six months from the date we receive your written request. Partial withdrawals may change the minimum and lifetime monthly premium requirements applicable to the NO-LAPSE PERIOD provision. Partial withdrawals may be taxable and subject to a 10% federal tax penalty. O DEATH BENEFIT CHANGE IN SPECIFIED AMOUNT After the first year, you may change the current Specified Amount once each year. You must apply for any increase in current Specified Amount with a new application and provide evidence of insurability satisfactory to us. The Specified Amount may not be increased after the Insured attains age 90. Any decrease in current Specified Amount will be subject to the applicable surrender charge as described in the SURRENDER CHARGE provision. A decrease will be subject to a minimum Specified Amount of $100,000 remaining in force during policy years one through five and $50,000 remaining in force thereafter. An increase or decrease will go into effect on the Monthly Deduction Date following the date we approve the change. We will send you an amendment showing the current Specified Amount after the change. An increase or decrease in current Specified Amount will change the minimum monthly premium and lifetime monthly premium requirements applicable to the NO-LAPSE PERIOD provision. 18 DEATH BENEFIT OPTIONS The death benefit equals either death benefit Option 1 less any loan or death benefit Option 2 less any loan. We will pay the death benefit according to the death benefit option in effect at the time of the Insured's death. Unless otherwise requested, Option 1 is in effect. The Option 1 Death Benefit is the greater of: (a) the current Specified Amount (i.e., on the date of death); or (b) the policy's Accumulation Value on the date of death plus the corridor amount. The Option 2 Death Benefit is the policy's Accumulation Value on the date of death plus the greater of: (a) the current Specified Amount (i.e., on the date of death); or (b) the corridor amount. The corridor amount is the Accumulation Value on the date of death multiplied by the corridor percentage from the table shown below for the Insured's attained age. - --------------------------------------------------------- Attained Corridor AttainedCorridor Attained Corridor Age Percentage Age Percentage Age Percentage - --------------------------------------------------------- 0-40 150% 54 57% 68 17% 41 143% 55 50% 69 16% 42 136% 56 46% 70 15% 43 129% 57 42% 71 13% 44 122% 58 38% 72 11% 45 115% 59 34% 73 9% 46 109% 60 30% 74 7% 47 103% 61 28% 75-90 5% 48 97% 62 26% 91 4% 49 91% 63 24% 92 3% 50 85% 64 22% 93 2% 51 78% 65 20% 94 1% 52 71% 66 19% 95-100 0% 53 64% 67 18% 100+ 1% - --------------------------------------------------------- After the first year, you may change the death benefit option once each year. The change will take effect on the Monthly Deduction Date after we receive a written request for change, at which time the death benefit will reflect the change in option. Changes in the death benefit option may result in a change in the current Specified Amount. We will increase or decrease the current Specified Amount to maintain the death benefit that was in effect before the death benefit option change. Any decrease resulting from a change in death benefit option will be subject to the applicable surrender charge as described in the SURRENDER CHARGE provision. We will send you an amendment showing the death benefit option in effect and the current Specified Amount after the change. An increase or decrease in current Specified Amount resulting from a death benefit option change will change the minimum monthly premium and lifetime monthly premium requirements applicable to the NO-LAPSE PERIOD provision. O PAYMENT OF PROCEEDS While the Insured is alive, you may choose to have Proceeds that become payable paid under any combination of the fixed and variable payout options shown in this Policy. A Beneficiary may also have the Death Benefit applied to a payout option. If another option is not chosen within 60 days of the date we receive due proof of death, we will make payment in a lump sum. We reserve the right to pay the Proceeds in one sum when it is less than $2,000, or when the option of payment chosen would result in periodic payments of less than $20. Payees must be individuals who receive payments in their own behalf unless otherwise agreed to by us. Any option chosen will be effective when we acknowledge it. We may require proof of your age or survival or the age or survival of the Payee. The guaranteed minimum interest rate used in the fixed payout options is 3%. We may pay or credit additional interest annually in our sole discretion. 19 When the last Payee dies, we will pay to the estate of that Payee any amount on deposit, or the then present value of any remaining guaranteed payments under a fixed option. FIXED PAYMENTS Fixed payments are available under all six Payout Options below. The Proceeds will be transferred to our general account, and the Payments will be fixed in amount by the provisions selected and the age and sex (if consideration of sex is allowed) of the Payee. The guaranteed effective annual interest rate used in the Payout Options is 3%. We may, at our sole discretion, declare additional interest to be paid or credited annually for Payout Options 1, 2, 3, or 6. The guaranteed amounts are based on the 1983a Mortality Table, and 3% guaranteed interest rate. Current amounts may be obtained from us. VARIABLE PAYMENTS Only Payout Options 2, 4, and 6 are available for variable payments. The dollar amount of the first monthly payment will be determined by applying the Proceeds allocated to variable Subaccounts to the Variable Payout Options table shown in the Policy applicable to the Payout Option chosen. The tables are determined from the 1983a Mortality Table with an assumed investment rate of 4%. If more than one Subaccount has been selected, the accumulation value of each Subaccount is applied separately to the applicable table to determine the amount of the first payment attributable to that particular Subaccount. All variable payments other than the first will vary in amount according to the investment performance of the applicable Subaccounts. The amount of each subsequent payment equals the number of Variable Payment Units for each Subaccount as determined for the first payment, multiplied by the value of a Variable Payment Unit for that Subaccount 10 days prior to the date the variable payment is due. This amount may increase or decrease from month to month. If the net investment return of a Subaccount for a payment period is equal to the pro-rated portion of the 4% annual assumed investment rate, the variable payment attributable to that Subaccount for that period will equal the payment for the prior period. To the extent that such net investment return exceeds an annualized rate of 4% for a payment period, the payment for that period will be greater than the payment for the prior period and to the extent that such return for a period falls short of an annualized rate of 4%, the payment for that period will be less than the payment for the prior period. A charge equal on an annual basis to 1.20% of the daily net asset value of the Variable Account is applied in calculating variable payouts. More details about variable payments are included I Appendix A. TRANSFERS BETWEEN FIXED AND VARIABLE SUBACCOUNTS The Payee may exchange the value of a designated number of Variable Payment Units of a particular Subaccount into other Variable Payment Units, the value of which would be such that the dollar amount of a payment made on the date of the exchange would be unaffected by the fact of the exchange. No more than four (4) exchanges may be made within each Policy year. Transfers may be made between Subaccounts and from a Subaccount to the Fixed Account. No exchanges may be made from the Fixed Account to the variable Subaccounts. Transfers will be made using the variable payment unit values for the Valuation Period during which any request is received by us. O PAYMENT OPTIONS OPTION 1 -- PROCEEDS HELD ON DEPOSIT AT INTEREST. While the Proceeds are held by us, we will annually: (a) pay interest to the Payee; or (b) add interest to the Proceeds. OPTION 2 -- INCOME OF A SPECIFIED AMOUNT. We will pay the Proceeds in monthly installments of a specified amount until the Proceeds, with interest, have been fully paid. OPTION 3 -- INCOME FOR A SPECIFIED PERIOD. We will pay the Proceeds in installments for the number of years you choose. The monthly incomes for each $1,000 of Proceeds, shown in the table set forth in the Policy, include interest. We will provide the income amounts for payments other than monthly upon request. OPTION 4 -- LIFETIME INCOME. We will pay the Proceeds as a monthly income for as long as the Payee lives. The following guarantees are available: GUARANTEED PERIOD - The monthly income will be paid for a certain number of years and as long thereafter as the Payee lives; or GUARANTEED AMOUNT (INSTALLMENT REFUND) - The monthly income will be paid until the sum of all payments equals the Proceeds placed under this option and as long thereafter as the Payee lives. If a fixed Payment Option is chosen, the monthly income will be the amount computed using either the Lifetime Monthly Income Table set forth in the Policy (which is based on the 1983a Mortality Table and interest at 3% or, if more favorable to the Payee, our then current 20 lifetime monthly income rates for payment of Proceeds. If a variable Payout Option is chosen, all variable payments, other than the first variable payment, will vary in amount according to the investment performance of the applicable Subaccounts. NOTE CAREFULLY. If no guarantee is elected and the life only option has been chosen, then IT WOULD BE POSSIBLE FOR ONLY ONE PAYMENT TO BE MADE if the Payee(s) were to die before the due date of the second payment; only two Payments if the Payee(s) were to die before the due date of the third payment; and so forth. When the last Payee dies, we will pay to the estate of that Payee any remaining guaranteed Payments under a fixed payout option. OPTION 5 -- LUMP SUM. The Proceeds will be paid in one sum. OPTION 6 -- ALTERNATIVE SCHEDULE. Upon request and if available, we will provide payments for other options, including joint and survivor periods. Certain options may not be available in some States. If payments are being made under Option 2 or 3 and do not involve life contingencies, then you may surrender the Policy and receive the commuted value of any unpaid payments. Additional information about any Payout Option may be obtained by contacting us. - ----------------------------------------------------------- CHARGES AND FEES O CHARGES DEDUCTED UNDER THE POLICY DEDUCTIONS FROM PREMIUM Many states and municipalities impose a premium tax. The range of taxes is from 0.75% to 5.0%. We also incur federal income tax liability under Internal Revenue Code Section 848 (a Deferred Acquisition Cost tax) upon Policy premium collected. We deduct 3.75% of each Policy premium payment we receive to cover these expenses. (In Oregon, this deduction does not include state and municipality premium tax expenses.) We also deduct $2 from each Policy premium payment we receive to cover our premium processing expenses. MONTHLY DEDUCTION On each Monthly Deduction Date, we deduct a MONTHLY DEDUCTION from the entire Accumulation Value equal to: (a) the COST OF INSURANCE for the current month; plus (b) the COST OF ANY RIDERS for the current month; plus (c) the RISK CHARGE; plus (d) the ADMINISTRATIVE CHARGE (except no monthly deduction is deducted on or after the Policy Anniversary when the age of the Insured is equal to 100). (These charges are described below.) The Monthly Deduction will be deducted from the Subaccounts and the Fixed Account on a pro rata basis on each Monthly Deduction Date. No Monthly Deduction is deducted from the Accumulation Value after coverage beyond maturity is elected. Each charge is deducted in the following manner: first, all charges are calculated, based on the Accumulation Value on the Monthly Deduction Date (before monthly charges are deducted, but reflecting charges deducted from Subaccount assets), and then deducted. The Monthly Deduction is deducted pro rata from the Accumulation Value in the Subaccounts and the Fixed Account. COST OF INSURANCE CHARGE. The guaranteed cost of insurance each month used in calculating the Monthly Deduction equals: (a) the net amount at risk for the month; multiplied by (b) the guaranteed cost of insurance charge per $1,000 of Specified Amount; divided by (c) 1,000. The guaranteed monthly cost of insurance charge for each $1,000 is shown on the Policy data pages. The charge is based on the Insured's attained age, duration, sex (except in Montana), and risk and rate classes. The net amount at risk in any month equals: (a) The death benefit; less (b) the Accumulation Value on the Monthly Deduction Date after deducting the rider charge, if any, the risk charge for the current month, and the administrative charge. 21 We may use current cost of insurance charges less than those shown. Current cost of insurance charges are based on the Insured's issue age, sex, risk and rate classes, the current Specified Amount, and the length of time the policy has been in force. We reserve the right to change current cost of insurance charges. Changes in cost of insurance rates will be by class and will be based on changes in future expectations of factors such as: (a) investment earnings; (b) mortality; (c) persistency; and (d) expenses. RISK CHARGE. We deduct a charge from your Accumulation Value (including amounts of Accumulation Value moved to the Loan Account as collateral for Policy loans), before monthly charges are deducted, but reflecting charges deducted from Subaccount assets, on each Monthly Deduction Date for the mortality risks that we assume. In Policy Years 1 through 10, this Risk Charge is equivalent to an annual charge of 0.70% of the Accumulation Value, deducted on each Monthly Deduction Date. In Policy Years 11 and later, this Risk Charge is equivalent to an annual charge of 0.55% of the Accumulation Value, deducted on each Monthly Deduction Date. The charge is deducted as 0.05833% of the Accumulation Value, deducted on each Monthly Deduction Date, for the first 10 Policy Years, and 0.04583% of the Accumulation Value, deducted on each Monthly Deduction Date, for Policy Years 11 and thereafter. The mortality risk we assume is that Insureds may live for shorter periods of time than we estimated, or the Accumulation Value is not enough to keep the Policy in force during the No-Lapse Period. If all the money we collect from this charge is not needed to cover death benefits and expenses, the money is contributed to our general account. Conversely, even if the money we collect is insufficient, we will provide for all death benefits and expenses. ADMINISTRATIVE CHARGE. We deduct a charge of $7 from your Accumulation Value on each Monthly Deduction Date for the costs of issuing and administering the Policy and operating the Variable Account.. COST OF RIDERS. ADDITIONAL INSURED RIDER. The rider cost of term insurance equals the rider benefit amount, multiplied by the rider's cost of insurance charge for each $1,000 of benefit amount, divided by 1,000. This charge is based on the Additional Insured's attained age, sex (except in Montana) and rate class. ACCIDENTAL DEATH BENEFIT RIDER. The cost is determined by the Insured's attained age and sex (just age in Montana) per each $1,000 of rider coverage elected, multiplied by the rider benefit amount, divided by $1,000. DISABILITY RIDER. The cost is a fixed rate determined by the Insured's attained age and sex (just age in Montana) per each $1.00 of rider monthly deduction amount elected, multiplied by the amount of the monthly deduction amount. WAIVER OF SURRENDER CHARGE RIDER. No cost. ACCELERATED DEATH BENEFIT RIDER 4% (8% in Vermont and Oklahoma) of the death benefits otherwise payable is deducted at the time the election is made to receive the accelerated death benefits provided by this rider. TRANSFER CHARGES A transfer fee of $10 may be imposed for any transfer in excess of 12 per Policy Year. The transfer fee is deducted from the amount transferred. The first 12 transfers each Policy Year are free. SURRENDER CHARGE If a Policy is totally surrendered, or a Partial Withdrawal is taken, or upon a requested reduction in the Policy's Specified Amount, we may deduct a Surrender Charge from the amount requested to be surrendered. If the Policy's current Specified Amount is decreased, we may deduct a Surrender Charge from the Accumulation Value based on the amount of the decrease. The Surrender charge varies by issue age, sex (except in Montana), risk class, the length of time your Policy has been in force and the Specified Amount. For example, a male age 35 at issue, in the nontobacco risk class and the preferred rate class, for 22 surrender charge is $13.00 for each $1,000.00 of specified amount in the first five years, declining to $1.00 per $1,000.00 in the twelfth year and zero thereafter. The length of the Surrender Charge period varies depending upon the Policy Owner's issue age: the period is 12 years through age 52, 11 years at age 53, 10 years at age 54, and 9 years at age 55 and thereafter. The purpose of the Surrender Charge is to reimburse us for some of our expenses incurred in distributing the Policies. The Surrender Charge and Administrative charge may not be enough to cover all sales and administrative expenses which we will incur in selling the Policies. Any shortfall, including but not limited to payment of sales and distribution expenses, would be charge to and paid by us. WAIVER OF SURRENDER CHARGE We will waive the Surrender Charge upon partial withdrawals and surrenders in the event you become confined to a hospital or nursing home, disabled, diagnosed with a terminal illness or unemployed, become an organ transplant donor or recipient, experience significant damage to your residence, or upon the death of your spouse or minor dependent. Those waivers and any restrictions associated with such waivers are summarized below (see the Policy and Rider for complete details): NURSING HOME WAIVER. The Surrender Charge will not be imposed as a result of any withdrawal made pursuant to your confinement, upon the recommendation of a licensed physician for medically necessary reasons, to the following facilities for 30 or more consecutive days: (a) a hospital licensed or recognized as a general hospital by the state in which it is located; (b) a hospital recognized as a general hospital by the Joint Commission on the Accreditation of Hospitals; (c) a Medicare certified hospital; (d) a state licensed nursing home with a registered nurse on duty 24 hours a day; and (e) a Medicare certified long term care facility. This waiver only applies to partial withdrawals and surrenders requested no later than 91 days after the last day of confinement to such facility. Proof of confinement must be provided. This waiver is not available if you are confined to a hospital or nursing home on date of issue of the Policy. We will not accept any additional premium payments under the Policy once the Nursing Home Waiver has been elected. The Nursing Home Waiver may not be available in all States. DISABILITY WAIVER. The Surrender Charge will not be imposed upon any withdrawal where you are physically disabled. We may require proof of such disability including, in most States, written confirmation of receipt and approval of your claim for Social Security Disability Benefits. Proof of continued disability may be required through the date of any partial withdrawal or surrender. We reserve the right to have you examined by a licensed physician to verify such disability. We will not accept any additional premium payments under a Policy once the Disability Waiver has been elected. The Disability Waiver is not available if you are receiving Social Security Disability Benefits on the date of issue or are age 65 or older. The Disability Waiver may not be available in all States. TERMINAL ILLNESS WAIVER. We will waive the Surrender Charge for any withdrawal where you have and are diagnosed with a terminal illness and death is reasonably expected within 12 months. We may require proof of such illness including written confirmation from a licensed physician (not the Owner or Insured). We reserve the right to have you examined by a licensed physician to confirm such a diagnosis. We will not accept any additional premium payments under a Policy once the Terminal Illness Waiver has been elected. The Terminal Illness Waiver is not available if you are diagnosed with a terminal illness prior to or on the date of issue. The Terminal Illness Waiver may not be available in all States. UNEMPLOYMENT WAIVER. We will waive the Surrender Charge for any partial withdrawal or surrender in the event you become unemployed. The Unemployment Waiver is available upon submission of a determination letter from a State Department of Labor indicating you received unemployment benefits for at least 60 consecutive days prior to the election of such waiver. The Unemployment Waiver may be exercised only once and is not available if you are receiving unemployment benefits on the date of issue. The Unemployment Waiver may not be available in all States. TRANSPLANT WAIVER. We will waive surrender charges if you undergo transplant surgery as an organ donor or recipient for the following body organs: heart, liver, lung, kidney, pancreas; or as a recipient of a bone marrow transplant. Within 91 days of surgery, you must submit a letter from a licensed physician (who is not the Owner of or Insured under this policy) stating that you underwent transplant surgery for any of these organs. We reserve the right to have you examined by a physician of our choice and at our expense. This waiver may be exercised only once per transplant surgery. RESIDENCE DAMAGE WAIVER. We will waiver surrender charges if your primary residence suffers physical damage in the amount of $50,000 or more after the policy issue date. To claim this waiver, submit to us a certified copy of a licensed appraiser's report stating the amount of the damage. This certified copy must be submitted with 91 days of the date of the appraiser's report. We reserve the right to obtain a second opinion by having the affected residence inspected by a licensed appraiser of our choice and at our expense, and to rely upon our appraiser's opinion. This waiver may be exercised only once. DEATH OF SPOUSE OR MINOR DEPENDENT WAIVER. We will waive surrender charges for one partial withdrawal made within six months of your spouse's or minor dependent(s)' death. Proof of death must be submitted to us. This waiver may be exercised once for a spouse and once for each minor dependent. Subsequent withdrawals are subject to the Surrender Charge. 23 PORTFOLIO CHARGES Each Portfolio is responsible for all of its expenses. The net assets of each Portfolio will reflect deductions in connection with the investment advisory fee and other expenses. Here is a table of Portfolio annual expenses: 24 ================= ----------------- =================== Management Other Total Series Series Fund Annual Expenses1 Fees Expenses Fund Annual (as a percentage of average net assets) ((a) after fee ((b) after Expenses waiver) expense ((c) after fee reimbursement) waiver and expense reimbursement) ----------------------------------------------- ----------------- ----------------- =================== Portfolio: Alger American Growth 0.75% 0.10% 0.85% Alger American Small Capitalization 0.85% 0.07% 0.92% Federated Prime Money Fund II * 0.00% 0.80% 0.80% Federated Fund for U.S. Government Securities 0.00% 0.80% 0.80% II * 0.65% 0.22% 0.87%** Fidelity VIP II Asset Manager: Growth *** 0.61% 0.13% 0.74%** Fidelity VIP II Contrafund *** 0.51% 0.07% 0.58%** Fidelity VIP Equity Income *** 0.13% 0.15% 0.28% Fidelity VIP II Index 500 ** 0.75% 0.25% 1.00% MFS Emerging Growth ** 0.75% 0.25% 1.00% MFS High Income Fund ** 0.75% 0.25% 1.00% MFS Research ** 0.75% 0.25% 1.00% MFS Value Series ** 0.75% 0.25% 1.00% MFS World Government ** 0.65% 0.60% 1.25% Pioneer Capital Growth 1.00% 0.25% 1.25% Pioneer Real Estate ** 0.16% 1.59%**** 1.75% Scudder Global Discovery ** 0.48% 0.43%**** 0.91%** Scudder Growth & Income *** 0.86% 0.44%**** 1.30% Scudder International 0.00% 0.85% 0.85% T. Rowe Price Equity Income **** 0.00% 1.05% 1.05% T. Rowe Price International **** 0.00% 0.70% 0.70% T. Rowe Price Limited-Term Bond **** 0.00% 0.85% 0.85% T. Rowe Price New America Growth **** 0.00% 0.90% 0.90% T. Rowe Price Personal Strategy Balanced **** =============================================================================== * Both Federated Prime Money Fund II and Federated Fund for U.S. Government Securities II currently bundle their fees and expenses and limit the total charge. Absent any fee waiver or expense reimbursement, the total fees and expenses for each fund would have been 1.37% and 1.81%, respectively. ** Without fee waiver or expense reimbursement limits the following funds would have had the charges set forth below: MANAGEMENT OTHER TOTAL FEES EXPENSES EXPENSES -------------------------------------------------------------- Fidelity VIP II Index 500 0.28% 0.15% 0.43% MFS Emerging Growth 0.75% 0.41% 1.16% MFS High Income Fund 0.75% 3.08% 3.83% MFS Research 0.75% 0.73% 1.48% MFS Value Series 0.75% 0.87% 1.62% MFS World Government 0.75% 1.28% 2.03% Pioneer Real Estate 1.00% 0.34% 1.34% Scudder Global Discovery 0.98% 1.59% **** 2.57% *** These funds have voluntarily agreed to limit their total annual expenses to the limits shown below: Fidelity VIP II Asset Manager: Growth and Fidelity VIP II Contrafund - 1.00% Fidelity VIP Equity Income and Scudder Growth & Income - 1.50% **** T. Rowe Price Funds do not itemize management fees and other expenses. ***** Includes 0.25% 12b-1 fee assessed for payment of distribution administration expenses. =============================================================================== - -------- 1 The fee and expense data regarding each Series Fund, which are fees and expenses for 1996, was provided to United of Omaha by the Series Fund. The Series Funds are not affiliated with United of Omaha. 25 For more information concerning the investment advisory fee and other charges against the Portfolios, see the prospectuses for the Portfolios, current copies of which accompany this Prospectus. - ----------------------------------------------------------- OTHER POLICY PROVISIONS O NOTICE TO US All notices or requests under the Policy must be sent to us by written notice, unless you have authorized us in writing to acknowledge Telephone Transactions from you. Written notices to us are not effective until our receipt at this address: United of Omaha Life Insurance Company, Variable Product Services Department, P.O. Box 8430, Omaha, Nebraska 68103-0430. Our toll-free telephone number is 800-238-9354. O ENTIRE CONTRACT The entire contract is the Policy, any riders, endorsements and amendments, and the signed application. All statements made in the application will, in the absence of fraud, be deemed representations and not warranties. We will not use any statement to contest the Policy or deny a claim unless it is in the application. Any change of the Policy requires the written consent of an executive officer. No agent has the authority to change the Policy or waive any of its terms. O RIGHT TO EXAMINE If you are not satisfied with your Policy, you may return it to us or our agent within 10 days (or more where required by applicable State insurance law) after you receive the Policy or 45 days after you signed the application, whichever is later. We will cancel your Policy as of the date any insurance became effective and refund the premiums paid within seven days after we receive the returned policy. O DELAY OF PAYMENTS We will usually pay any amounts payable from the Variable Account as a Policy loan, partial withdrawal or Cash Surrender within 7 days after we receive your written request in a form satisfactory to us. We can postpone such payments or any transfers of amounts between Subaccounts or into the Fixed Account or the Loan Account if: (i) the New York Stock Exchange ("NYSE") is closed for other than customary weekend and holiday closings; (ii) trading on the NYSE is restricted; (iii) an emergency exists as determined by the SEC, as a result of which it is not reasonably practical to dispose of securities, or not reasonably practical to determine the value of the Net Assets of the Variable Account; or (iv) the SEC permits delay for the protection of security holders. The applicable rules of the SEC will govern as to whether the conditions in (iii) or (iv) exist. We may defer payment of Policy loans, partial withdrawals or a Cash Surrender from the Fixed Account for up to six months from the date we receive your written request. O CHANGE OF OWNERSHIP AND ASSIGNMENT You may name a new owner of the Policy by an absolute assignment or pledge it as collateral by assigning it. The assignment must be in writing. No assignment will be binding on us until we record and acknowledge it. We are not responsible for the validity or effect of an assignment of this Policy. The rights of any Beneficiary will be subject to a collateral assignment. If the Beneficiary of this Policy is irrevocable, a change of ownership or a collateral assignment may be made only by joint written request from you and the irrevocable Beneficiary. A change of owner may have tax consequences. O BENEFICIARY The Beneficiary is named in the Policy application and may be changed, unless the Beneficiary is irrevocable. (SEE "BENEFICIARY CHANGE.") O BENEFICIARY CHANGE To change a Beneficiary, send us a written request. When recorded and acknowledged by us, the change will be effective as of the date you signed the 26 request. The change will not apply to any payments made or other action taken by us before recording. If the Beneficiary is irrevocable, you may change the Beneficiary only by joint written request from you and the irrevocable Beneficiary. O MISSTATEMENT OF AGE OR SEX If the age or sex of the Insured has been misstated, the Death Benefit will be the amount which would be purchased by the most recent cost of insurance charge at the correct age and sex. O SUICIDE We will not pay the Death Benefit if the Insured's death results from suicide, while sane or insane, within two years (one year in Colorado and North Dakota) from the date of issue. Instead we will pay the sum of the premiums paid since issue less any loans and unpaid loan interest and less any partial withdrawals. We will not pay that portion of the Death Benefit resulting from an increase in Specified Amount if the Insured's death results from suicide, while sane or insane, within two years (one year in Colorado and North Dakota) from the effective date of the increase. Instead we will pay the sum of the premiums paid for the increase. O INCONTESTABILITY We will not contest the validity of the Policy after it has been in force during the lifetime of the Insured for two years from the date of issue. We will not contest the validity of an increase in Specified Amount after the Policy has been in force during the lifetime of the Insured for two years from the effective date of the increase. Any contest of an increase in Specified Amount will be based on the application for that increase. O COVERAGE BEYOND MATURITY Within thirty days of the maturity date of the Policy, you may elect to continue the Policy in force beyond the maturity date. The election must be made by written request. The following will apply: The allocation of the Accumulation Value to the Subaccounts and the Fixed Account will be maintained according to your instructions; The cost of insurance charge will be zero; The expense charge will be zero; The corridor percentage will be fixed at 101% ; Any riders attached to the Policy that are then in force will terminate; The Insured's date of death will be considered this Policy's maturity date. All other rights and benefits as described in the Policy will be available during the lifetime of the Insured. The tax consequences associated with extending coverage beyoud maturity are unclear. A tax adviser should be consulted before making such an election. O REINSTATEMENT If this policy lapses and has not been surrendered for cash, you may reinstate it within five years of the date of lapse and prior to the maturity date, subject to the following: (i) we receive a written application signed by you and the Insured; (ii) we receive evidence of insurability satisfactory to us; (iii) we receive payment of an amount large enough to continue this Policy in force for three months; and (iv) re-establishment of surrender charges, if any, measured from the original date of issue. The effective date of reinstatement will be the date we approve the application for reinstatement. The Specified Amount of the reinstated Policy may not exceed the Specified Amount at the time of lapse. The Accumulation Value on the effective date of reinstatement will equal (i) the amount required in (iii) above, plus any applicable surrender charge(s) measured from the original date of issue to the date of reinstatement, and less (ii) the Monthly Deduction for the current month. O NONPARTICIPATING The Policy does not share in our surplus earnings or profits. No dividends are paid by us on this Policy. O OPTIONAL POLICY BENEFITS 27 ACCELERATED BENEFITS RIDER. This rider allows the Policy owner to make a one time election for payment in advance of 96% of the death benefit of the Policy, subject to a maximum of $500,000, if the Insured is diagnosed as having a terminal illness. ACCIDENTAL DEATH BENEFIT RIDER. This rider provides an accidental death benefit, in an amount selected by the Policy Owner, in addition to all other benefits provided by the Policy. DISABILITY RIDER. Upon due proof of that the Insured's disability began while the rider was in force and continued for at least six months, we will waive payments of the Policy's Monthly Deduction amount during the time the Insured is disabled until the maturity date of the Policy. TERM INSURANCE RIDER ON ADDITIONAL INSURED. This rider provides renewable annual term insurance coverage on a person named by the Policy owner as an additional insured under the Policy. Such coverage may be converted to a new whole life policy on the Additional Insured, subject to Rider terms. - ----------------------------------------------------------- TAX MATTERS O GENERAL The following is a discussion of federal income tax considerations relating to the Policy. It is based upon our understanding of laws as they now exist and are currently interpreted by the Internal Revenue Service ("IRS"). These laws are complex, and tax results may vary among individuals. If you contemplate the purchase of or exercise of elections under the Policy, you are encouraged to seek independent competent tax advice. O LIFE INSURANCE QUALIFICATION Section 7702 of the Internal Revenue Code of 1986, as amended ("Code") defines a life insurance contract for Federal income tax purposes. The Section 7702 definition can be met if a life insurance contract satisfies either one of two tests set forth in that section. The manner in which these tests should be applied to certain features of the Policy is not directly addressed by Section 7702 or proposed regulations issued under that section. The presence of these Policy features, the absence of final regulations, and the lack of other pertinent interpretations of Section 7702, thus creates some uncertainty about the application of Section 7702 to the Policy. Nevertheless, we believe the Policy qualifies as a life insurance contract for federal tax purposes, so that: o the death benefit should be fully excludable from the gross income of the Beneficiary under Section 101(a)(1) of the Code; and o you should not be considered in constructive receipt of the cash surrender value, including any increases, unless and until it is distributed from the Policy. If a Policy were determined not to be a life insurance contract for purposes of Section 7702, such Policy would not provide most of the tax advantages normally provided by a life insurance contract. We thus reserve the right to make changes in the Policy if such changes are deemed necessary to attempt to assure its qualification as a life insurance contract for tax purposes. MODIFIED ENDOWMENT CONTRACTS. Section 7702A establishes a class of life insurance contracts designated as modified endowment contracts. The rules governing whether a Policy will be treated as a modified endowment contract are extremely complex and cannot be completely described in this summary. In general, a Policy will be a modified endowment contract if the accumulated premium payments made at any time during the first seven Policy years exceed the sum of the net level premium payments which would have been paid on or before such time if the Policy provided for paid-up future benefits after the payment of seven level annual premiums. A Policy may also become a modified endowment contract after a material change. The determination of whether a Policy will be a modified endowment contract after a material change generally depends upon the relationship of the Policy's death benefit and Accumulation Value at the time of such change and the additional premium payments made in the seven years following the material change. A Policy may also become a modified endowment contract in the event of a reduction in the Policy's death benefit. Due to the Policy's flexibility, classification as a modified endowment contract will depend on the individual circumstances of each Policy. You should consult with a tax adviser to determine whether a Policy transaction will cause 28 the Policy to be treated as a modified endowment contract. However, at the time a premium payment is credited which, in our view, would cause the Policy to become a modified endowment contract, we will notify you that unless a refund of the excess premium is requested by you, the Policy will become a modified endowment contract. You will have 30 days after receiving such notice to request the refund. O TAX TREATMENT OF LOANS AND OTHER DISTRIBUTIONS IN GENERAL. Depending on the circumstances, the exchange of a Policy, a change in the Policy's death benefit Option, a policy loan, a withdrawal, a surrender, a change in Ownership, or an assignment of the Policy may have federal income tax consequences. In addition, federal, state and local transfer, and other tax consequences of Ownership or receipt of distributions from a Policy depends on the circumstances of each Owner or Beneficiary. The tax consequences of distributions from, and loans taken from or secured by, a Policy depend on whether the Policy is classified as a modified endowment contract. Whether a Policy is or is not a modified endowment contract, upon a surrender or lapse of the Policy or when benefits are paid at the Policy's maturity date, if the amount received plus any loan amount exceeds the total investment in the Policy, the excess will generally be treated as ordinary income subject to tax. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. Policies classified as modified endowment contracts will be subject to the following tax rules: (1) All distributions, including upon surrender and partial surrender, are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the Accumulation Value immediately before the distribution over the investment in the Policy (described below) at such time. (2) Loans from or secured by the Policy are treated as distributions and taxed accordingly. (3) A 10% additional income tax is imposed on the portion of any distribution from, or loan taken from or secured by, the Policy that is included in income except where the distribution or loan is made on or after the Owner attains age 59 1/2, is attributable to the Owner's becoming disabled, or is part of a series of substantially equal periodic payments for the life (or life expectancy) of the Owner or the joint lives (or joint life expectancies) of the Owner and the Owner's beneficiary. DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT CONTRACTS. Distributions from a Policy that is not a modified endowment contract are generally treated as first recovering the investment in the Policy (defined below) and then, only after the return of all such investment in the Policy, as distributing taxable income. An exception to this general rule occurs in the case of a decrease in the Policy's death benefit or any other change that reduces benefits under the Policy in the first 15 years after the Policy is issued and that results in a cash distribution to the Owner in order for the Policy to continue complying with the Section 7702 definitional limits. Such a cash distribution will be taxed in whole or in part as ordinary income (to the extent of any gain in the Policy) under rules prescribed in Section 7702. Loans from, or secured by, a Policy that is not a modified endowment contract are not treated as distributions. However, it is possible that loans in effect after the eleventh Policy Year could be treated as distributions rather than loans. Finally, neither distributions (including distributions upon surrender) nor loans from, or secured by, a Policy that is not a modified endowment contract are subject to the 10% additional income tax rule. If a Policy which is not a modified endowment contract becomes a modified endowment contract, then any distributions made from the Policy within two years prior to the change in such status will become taxable in accordance with the modified endowment contract rules discussed above. INVESTMENT IN THE POLICY. Investment in the Policy means: (1) the aggregate amount of any premium payments or other consideration paid for the Policy, minus (2) the aggregate amount received under the Policy which is excluded from gross income of the Owner (except that the amount of any loan from, or secured by, a Policy that is a modified endowment contract, to the extent such amount is excluded from gross income, will be disregarded), plus (3) the amount of any loan from, or secured by, a Policy that is a modified endowment contract to the extent that such amount is included in the gross income of the Owner. O SPECIAL TREATMENT OF POLICY LOAN INTEREST If there is any borrowing against the Policy, the interest paid on loans generally is not be tax deductible. 29 O AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS In the case of a pre-death distribution (including a loan, partial withdrawal, collateral assignment or full surrender) from a Policy that is treated as a modified endowment contract, a special aggregation requirement may apply for purposes of determining the amount of the income on the Policy. Specifically, if we or any of our affiliates issue to the same Policy Owner more than one modified endowment contract within a calendar year, then for purposes of measuring the income on the Policy with respect to a distribution from any of those policies, the income for all those policies will be aggregated and attributed to that distribution. O OTHER POLICY OWNER TAX MATTERS Federal and state estate, inheritance and other tax consequences of ownership or receipt of proceeds under the Policy depend upon you or the beneficiary's individual circumstances. The Policy may continue after the Insured attains age 100. The tax consequences associated with continuing a Policy beyond age 100 are unclear. A tax advisor should be consulted on this issue. Section 817(h) of the Code requires the investments of the Variable Account to be "adequately diversified" in accordance with Treasury Regulations for the Policy to qualify as a life insurance contract under Section 7702 of the Code. Failure to comply with the diversification requirements may result in the Policy not qualifying as life insurance under the Code, which may subject you to immediate taxation on the incremental increases in Accumulation Value of the Policy plus the cost of insurance protection for the year. Regulations specifying the diversification requirements have been issued by the Department of Treasury, and we believe the Policy complies fully with such requirements. In connection with the issuance of the diversification regulations, the Treasury Department stated that it anticipates the issuance of regulations or rulings prescribing the circumstances in which your control of the investments of the Variable Account may cause you, rather than us, to be treated as the owner of the assets in the Variable Account. To date, no such regulations or guidance has been issued. If you are considered the owner of the assets of the Variable Account, income and gains from the Account would be included in your gross income. The ownership rights under the Policy are similar to, but different in certain respects from, those described by the IRS in rulings in which it determined that the owners were not owners of separate account assets. For example, you have additional flexibility in allocating Policy Premium and Accumulation Values. These differences could result in you being treated as the owner of a pro rata share of the assets of the Variable Account. In addition, we do not know what standards will be set forth in the regulations or rulings which the Treasury may issue. We therefore reserve the right to modify the Policy as necessary to attempt to prevent you from being considered the owner of the assets of the Variable Account. The Policy may be used in various arrangements, including non-qualified deferred compensation or salary continuance plans, split dollar insurance plans, executive bonus plans, tax exempt and nonexempt welfare benefit plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if you are contemplating the use of the Policy in any arrangement the value of which depends in part on its tax consequences, you should be sure to consult a qualified tax advisor regarding the tax attributes of the particular arrangement and the suitability of this product for the arrangement. Moreover, in recent years, Congress has adopted new rules relating to corporate owned life insurance. Any business contemplating the purchase of a new life insurance contract or a change in an existing contract should consult a tax advisor. Legislation has been proposed in 1998 that, if enacted, would adversely affect the federal taxation of certain insurance and annuity contracts. For example, one proposal would tax transfers among investment options and tax exchanges involving variable insurance contracts. A second proposal would reduce the "investment in the contract" under Cash Value Life insurance and certain annuity contracts by certain amounts, thereby increasing the amount of income for purposes of computing gain. although the likelihood of there being any changes is uncertain, there is always the possibility that the tax treatment of the Policies could change by legislation or other means. Moreover, it is also possible that any change could be retroactive (that is, effective prior to the date of the change). You should consult a tax advisor with respect to legislative developments and their effect on the Policy. - ----------------------------------------------------------- MANAGEMENT Our Directors and senior officers are: DIRECTORS* Foggie, Samuel L. Banking and Finance Industry Executive Plunkett III, Hugh V. Attorney (Plunkett, Schwartz & Petersen) Sampson, Richard J. Retired Group Insurance Executive (United of Omaha Life Insurance Company) Skutt, Thomas J. Chairman of the Board (United of Omaha Life Insurance Company) Straus, Oscar S. Investments; President, The Daniel and Florence Guggenheim Foundation Sturgeon, John A. President (United of Omaha Life Insurance Company) 30 Wayne, Michael A. Foundation and Cancer Institute Executive Weekly, John W. Vice Chairman of the Board and Chief Executive Officer (United of Omaha Life Insurance Company) OFFICERS* Thomas J. Skutt Chairman of the Board John W. Weekly Vice Chairman of the Board, Chief Executive Officer John A. Sturgeon President G. Ronald Ames Executive Vice President (Small Group and Information Services) Robert B. Bogart Executive Vice President (Human Resources) Stephen R. Booma Executive Vice President (Managed Care) Cecil D. Bykerk Executive Vice President (Chief Actuary) James L. Hanson Executive Vice President (Information Services) Kim Harm Executive Vice President (Customer Services) Lawrence F. Harr Executive Vice President (Executive Counsel) Randall C. Horn Executive Vice President (Group Insurance) M. Jane Huerter Executive Vice President (Corporate Secretary; Corporate Administration) John L. Maginn Executive Vice President (Treasurer; Chief Investment Officer) William C. Mattox Executive Vice President (Federal Affairs) Thomas J. McCusker Executive Vice President (General Counsel) Tommie D. Thompson Executive Vice President (Corporate Comptroller) *Business address for all directors and officers is Mutual of Omaha Plaza, Omaha, Nebraska 68175. - ----------------------------------------------------------- OTHER INFORMATION O REPORTS TO YOU We will send you a statement at least annually showing your Policy's death benefit, Accumulation Value and any outstanding Policy loan balance. We will also confirm Policy loans, Subaccount transfers, lapses, surrenders and other Policy transactions as they occur. If you have Accumulation Value in the Variable Account you will receive such additional periodic reports as may be required by the SEC. O VOTING RIGHTS We own the Portfolio shares held in the Variable Account and have the right to vote those shares. However, to the extent required by applicable Federal securities law, we will give you, as Policy Owner, the right to instruct us how to vote the shares that are attributable to your Policy. The Policy Owners who are entitled to give voting instructions and the number of shares attributable to their Policies will be determined as of the record date for the meeting. All Portfolio shares held in any Subaccount of the Variable Account, or in any other separate account of ours or an affiliate, the policyholders of which have rights of instruction with respect to the Portfolio shares, and for which timely instructions are not received, will be voted in the same proportion as (i) the aggregate cash value of policies giving instructions, respectively, to vote, for, against, or withhold votes on a proposition, bears to (ii) the total Accumulation Value in that Subaccount for all policies for which voting instructions are received. No voting privileges apply with respect to Accumulation Value removed from the Variable Account as a result of a Policy loan. 31 If required by State insurance authorities, we may disregard voting instructions if they would require that shares be voted to cause a change in the investment objectives of the portfolios or to approve or disapprove an investment advisory or underwriting contract for a portfolio. In addition, we may disregard voting instructions in favor of changes, initiated by a Policy Owner or an Eligible Fund's Board of Trustees, in the investment policy, investment adviser or principal underwriter of the portfolio if we (i) reasonably disapprove of the changes and (ii) in the case of a change in investment policy or investment adviser, make a good faith determination that the proposed change is contrary to State law or is prohibited by State regulatory authorities or that the change would be inconsistent with a Subaccount's investment objectives or would result in the purchase of securities which vary from the general quality and nature of investments and investment techniques utilized by other separate accounts of ours or of an affiliated life insurance company, which separate accounts have investment objectives similar to those of the Subaccount. If we do disregard voting instructions, a summary of that action and the reasons for it will be included in the next semi-annual report to Policy Owners. O DISTRIBUTION OF THE POLICIES Mutual of Omaha Investor Services ("MOIS"), Mutual of Omaha Plaza, Omaha, Nebraska 68175, is the principal underwriter of the Policy. Like us, MOIS is a 100% owned subsidiary of Mutual of Omaha Insurance Company. MOIS is registered as a broker-dealer with the SEC and is a member of the National Association of Securities Dealers, Inc. ("NASD"). MOIS contracts with one or more registered broker-dealers ("Distributors") to offer and sell the Policy. All persons selling the Policy will be registered representatives of the Distributors, and will also be licensed as insurance agents to sell variable life insurance. Commissions paid to Distributors may be up to 8 1/4% of the Premium paid. O STATE REGULATION We are subject to regulation and supervision by the Insurance Department of the State of Nebraska, which periodically examines our affairs. We are also subject to the insurance laws and regulations of all jurisdictions where we are authorized to do business. The Policy has been approved by the Insurance Department of the State of Nebraska and other jurisdictions. We submit annual statements of our operations, including financial statements, to the insurance departments of the various jurisdictions in which we do business, for the purpose of determining solvency and compliance with local insurance laws and regulations. O LEGAL MATTERS We know of no material legal proceedings pending to which the Variable Account is a party or which would materially affect the Variable Account. We are not involved in any litigation of material importance to our total assets or to the Variable Account. Legal matters in connection with the Policy have been passed upon by our Law Staff. O INDEPENDENT AUDITORS The Financial Statements of United of Omaha Life Insurance Company as of and for the year ended December 31, 1996, and of United of Omaha Separate Account B for the year ended December 31, 1997 for the period from August 13, 1997 (inception) to December 31, 1997, included in this Registration Statement have been audited by independent auditors Deloitte & Touche LLP, Omaha, Nebraska, as stated in their report appearing herein. The financial statements of United of Omaha Life Insurance Company as of December 31, 1995, and for the two years then ended was audited by independent auditors Coopers & Lybrand, LLP, Omaha, Nebraska, as stated in their report appearing herein. The financial statements of United of Omaha Life Insurance Company should be considered only as bearing on the ability of United of Omaha to meet its obligations under the Policies. They should not be considered as bearing on the investment performance of the assets held in the Variable Account. O REGISTRATION STATEMENT This prospectus omits certain information contained in the Registration Statement filed with the SEC. Copies of such additional information may be obtained from the SEC upon payment of the prescribed fee. 32 - ----------------------------------------------------------- ILLUSTRATIONS DEATH BENEFITS, CASH SURRENDER VALUE AND ACCUMULATED PREMIUMS The tables in this Section illustrate how the Policy operates. They show how the Death Benefit, Cash Surrender Value, and Accumulation Value could vary over an extended period of time assuming hypothetical gross rates of return (i.e. investment income and capital gains and losses, realized or unrealized) for the Variable Account equal to constant after tax annual rates of 0%, 6%, and 12%. The tables are illustrated for this Policy based on Specified Amount of life insurance coverage of $250,000 and $500,000 for a male age 35, 45 and 55. The Insureds are assumed to be preferred rate class. The tables reflect the 0.70% mortality and expense risk charge deducted from Variable Account assets, the monthly $7 administrative charge, the $2.00 premium processing charge, the deduction of 3.75% of premium payments for state (where permitted) and federal taxes and the current cost of insurance charge. The tables also include Accumulation Values, Cash Surrender Values and Death Benefit amounts that reflect a 0.90% mortality and expense risk charge, the maximum mortality and expense charge the company is contractually entitled to assess under the Policy as well as a cost of insurance charge based upon the guaranteed cost of insurance charge.. These tables may assist in comparison of Death Benefits, Cash Surrender Values and Accumulation Values with those under other variable life insurance policies that may be issued by United of Omaha or other companies. It is also assumed that no riders are attached to the base policy illustrated. Death Benefits, Cash Surrender Values, and Accumulation Values for a Policy would be different from the amounts shown if the actual gross rates of return averaged 0%, 6% or 12%, but varied above and below that average for the period, if the initial premium was paid in another amount, if additional payments were made, or if any Policy loan or partial withdrawal was made during the period of time illustrated. They would also be different depending on the allocation of Accumulation Value among the Variable Account's Subaccounts, if the actual gross rates of return averaged 0%, 6% or 12%, but varied above and below that average for the period. The amounts for the Death Benefit, Cash Surrender Value, and Accumulation Value shown in the tables reflect the fact that an expense charge and a charge for the cost of insurance are deducted from the Accumulation Value on each Monthly Deduction Date. The Cash Surrender Values shown in the tables reflect the fact that a Surrender Charge is deducted from the Accumulation Value upon surrender or lapse during the first 12 years following each premium payment. The amounts shown in the tables also take into account an average daily charge equal to an annual charge of 0.89% of the average daily net assets of the Portfolios for the investment advisory fees and operating expenses. The gross annual investment return rates of 0%, 6%, and 12% on the Portfolio's assets are equal to net annual investment return rates of -0.89%, 5.11%, 11.11%, respectively. The hypothetical rates of return shown in the tables do not reflect any tax charges attributable to the Variable Account, since no such charges are currently made. If any such charges are imposed in the future, the gross annual rate of return would have to exceed the rates shown by an amount sufficient to cover the tax charges, in order to produce the Death Benefits, Cash Surrender Values and Accumulation Values illustrated. The second column of each table shows the amount which would accumulate if an amount equal to the annual premium required to keep the Policy in force were invested to earn interest of 5% per year, compounded annually. Upon request, United of Omaha will provide a comparable illustration based upon the proposed Insured's actual age, sex and underwriting classification, the specified amount, the proposed amount and frequency of premium payments and any available riders requested. 33 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93NET) Male issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,281 0 250,000 2,022 0 250,000 2 6,716 4,482 0 250,000 3,951 0 250,000 3 10,328 6,604 604 250,000 5,782 0 250,000 4 14,120 8,642 2,642 250,000 7,512 1,512 250,000 5 18,102 10,593 4,593 250,000 9,135 3,135 250,000 6 22,283 12,461 7,211 250,000 10,642 5,392 250,000 7 26,673 14,230 9,730 250,000 12,022 7,522 250,000 8 31,283 15,890 12,140 250,000 13,260 9,510 250,000 9 36,123 17,433 14,433 250,000 14,341 11,341 250,000 10 41,205 18,848 16,598 250,000 15,251 13,001 250,000 11 46,541 20,638 19,138 250,000 16,001 14,501 250,000 12 52,145 22,325 21,575 250,000 16,551 15,801 250,000 13 58,028 23,928 23,928 250,000 16,893 16,893 250,000 14 64,205 25,421 25,421 250,000 17,004 17,004 250,000 15 70,691 26,795 26,795 250,000 16,859 16,859 250,000 16 77,502 28,041 28,041 250,000 16,427 16,427 250,000 17 84,653 29,147 29,147 250,000 15,676 15,676 250,000 18 92,162 30,065 30,065 250,000 14,555 14,555 250,000 19 100,046 30,807 30,807 250,000 13,010 13,010 250,000 20 108,324 31,358 31,358 250,000 10,987 10,987 250,000 25 156,354 31,158 31,158 250,000 0 0 250,000 35 295,889 5,171 5,171 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 34 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET) Male issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,438 0 250,000 2,171 0 250,000 2 6,716 4,939 0 250,000 4,374 0 250,000 3 10,328 7,503 1,503 250,000 6,606 606 250,000 4 14,120 10,130 4,130 250,000 8,863 2,863 250,000 5 18,102 12,818 6,818 250,000 11,141 5,141 250,000 6 22,283 15,572 10,322 250,000 13,428 8,178 250,000 7 26,673 18,379 13,879 250,000 15,714 11,214 250,000 8 31,283 21,232 17,482 250,000 17,985 14,235 250,000 9 36,123 24,123 21,123 250,000 20,222 17,222 250,000 10 41,205 27,044 24,794 250,000 22,411 20,161 250,000 11 46,541 30,509 29,009 250,000 24,573 23,073 250,000 12 52,145 34,063 33,313 250,000 26,658 25,908 250,000 13 58,028 37,726 37,726 250,000 28,655 28,655 250,000 14 64,205 41,480 41,480 250,000 30,539 30,539 250,000 15 70,691 45,322 45,322 250,000 32,281 32,281 250,000 16 77,502 49,249 49,249 250,000 33,848 33,848 250,000 17 84,653 53,257 53,257 250,000 35,203 35,203 250,000 18 92,162 57,309 57,309 250,000 36,292 36,292 250,000 19 100,046 61,421 61,421 250,000 37,054 37,054 250,000 20 108,324 65,587 65,587 250,000 37,429 37,429 250,000 25 156,354 87,489 87,489 250,000 30,905 30,905 250,000 35 295,889 135,917 135,917 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 35 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET) Male issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,595 0 250,000 2,321 0 250,000 2 6,716 5,415 0 250,000 4,817 0 250,000 3 10,328 8,479 2,479 250,000 7,503 1,503 250,000 4 14,120 11,811 5,811 250,000 10,395 4,395 250,000 5 18,102 15,434 9,434 250,000 13,507 7,507 250,000 6 22,283 19,383 14,133 250,000 16,856 11,606 250,000 7 26,673 23,677 19,177 250,000 20,453 15,953 250,000 8 31,283 28,343 24,593 250,000 24,314 20,564 250,000 9 36,123 33,413 30,413 250,000 28,453 25,453 250,000 10 41,205 38,924 36,674 250,000 32,890 30,640 250,000 11 46,541 45,447 43,947 250,000 37,704 36,204 250,000 12 52,145 52,602 51,852 250,000 42,881 42,131 250,000 13 58,028 60,476 60,476 250,000 48,459 48,459 250,000 14 64,205 69,128 69,128 250,000 54,475 54,475 250,000 15 70,691 78,643 78,643 250,000 60,968 60,968 250,000 16 77,502 89,116 89,116 250,000 67,984 67,984 250,000 17 84,653 100,653 100,653 250,000 75,579 75,579 250,000 18 92,162 113,354 113,354 250,000 83,806 83,806 250,000 19 100,046 127,376 127,376 250,000 92,734 92,734 250,000 20 108,324 142,881 142,881 250,000 102,454 102,454 250,000 25 156,354 250,171 250,171 290,198 167,969 167,969 250,000 35 295,889 717,756 717,756 753,644 479,028 479,028 502,979 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 36 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET) Male issue age 55 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $5,220 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 5,481 3,688 0 250,000 2,852 0 250,000 2 11,236 7,216 0 250,000 5,478 0 250,000 3 17,279 10,601 351 250,000 7,871 0 250,000 4 23,624 13,816 3,566 250,000 10,014 0 250,000 5 30,286 16,852 6,602 250,000 11,883 1,633 250,000 6 37,281 19,697 11,697 250,000 13,455 5,455 250,000 7 44,626 22,338 16,338 250,000 14,700 8,700 250,000 8 52,339 24,724 20,724 250,000 15,575 11,575 250,000 9 60,437 26,863 24,863 250,000 16,033 14,033 250,000 10 68,939 28,734 28,734 250,000 16,029 16,029 250,000 11 77,867 31,057 31,057 250,000 15,546 15,546 250,000 12 87,242 33,192 33,192 250,000 14,507 14,507 250,000 13 97,085 35,188 35,188 250,000 12,863 12,863 250,000 14 107,420 36,994 36,994 250,000 10,546 10,546 250,000 15 118,272 38,597 38,597 250,000 7,460 7,460 250,000 16 129,667 39,981 39,981 250,000 3,476 3,476 250,000 17 141,631 41,047 41,047 250,000 0 0 250,000 18 154,194 41,752 41,752 250,000 0 0 250,000 19 167,384 42,048 42,048 250,000 0 0 250,000 20 181,234 41,894 41,894 250,000 0 0 250,000 25 261,592 34,674 34,674 250,000 0 0 250,000 35 495,046 0 0 0 0 0 0 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 37 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET) Male issue age 55 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $5,220 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 5,481 3,947 0 250,000 3,085 0 250,000 2 11,236 7,964 0 250,000 6,120 0 250,000 3 17,279 12,070 1,820 250,000 9,096 0 250,000 4 23,624 16,243 5,993 250,000 11,992 1,742 250,000 5 30,286 20,473 10,223 250,000 14,778 4,528 250,000 6 37,281 24,752 16,752 250,000 17,426 9,426 250,000 7 44,626 29,071 23,071 250,000 19,900 13,900 250,000 8 52,339 33,383 29,383 250,000 22,149 18,149 250,000 9 60,437 37,696 35,696 250,000 24,117 22,117 250,000 10 68,939 41,994 41,994 250,000 25,749 25,749 250,000 11 77,867 47,002 47,002 250,000 27,030 27,030 250,000 12 87,242 52,118 52,118 250,000 27,861 27,861 250,000 13 97,085 57,401 57,401 250,000 28,173 28,173 250,000 14 107,420 62,815 62,815 250,000 27,880 27,880 250,000 15 118,272 68,365 68,365 250,000 26,867 26,867 250,000 16 129,667 74,050 74,050 250,000 24,976 24,976 250,000 17 141,631 79,806 79,806 250,000 22,006 22,006 250,000 18 154,194 85,616 85,616 250,000 17,694 17,694 250,000 19 167,384 91,465 91,465 250,000 11,728 11,728 250,000 20 181,234 97,348 97,348 250,000 3,754 3,754 250,000 25 261,592 128,870 128,870 250,000 0 0 250,000 35 495,046 209,785 209,785 250,000 0 0 0 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 38 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET) Male issue age 55 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $5,220 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ --------- ------------- ---------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 5,481 4,207 0 250,000 3,318 0 250,000 2 11,236 8,745 0 250,000 6,793 0 250,000 3 17,279 13,667 3,417 250,000 10,435 185 250,000 4 23,624 18,986 8,736 250,000 14,245 3,995 250,000 5 30,286 24,738 14,488 250,000 18,221 7,971 250,000 6 37,281 30,960 22,960 250,000 22,361 14,361 250,000 7 44,626 37,696 31,696 250,000 26,661 20,661 250,000 8 52,339 44,959 40,959 250,000 31,104 27,104 250,000 9 60,437 52,825 50,825 250,000 35,676 33,676 250,000 10 68,939 61,356 61,356 250,000 40,364 40,364 250,000 11 77,867 71,353 71,353 250,000 45,233 45,233 250,000 12 87,242 82,354 82,354 250,000 50,228 50,228 250,000 13 97,085 94,533 94,533 250,000 55,355 55,355 250,000 14 107,420 108,002 108,002 250,000 60,614 60,614 250,000 15 118,272 122,928 122,928 250,000 65,995 65,995 250,000 16 129,667 139,503 139,503 250,000 71,474 71,474 250,000 17 141,631 157,909 157,909 250,000 77,015 77,015 250,000 18 154,194 178,410 178,410 250,000 82,565 82,565 250,000 19 167,384 201,328 201,328 250,000 88,073 88,073 250,000 20 181,234 227,057 227,057 250,000 93,507 93,507 250,000 25 261,592 404,297 404,297 424,512 119,586 119,586 250,000 35 495,046 1,150,764 1,150,764 1,208,302 150,413 150,413 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 39 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET) Female issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $2,500 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 2,625 1,748 0 250,000 1,522 0 250,000 2 5,381 3,436 0 250,000 2,972 0 250,000 3 8,275 5,060 60 250,000 4,348 0 250,000 4 11,314 6,621 1,621 250,000 5,648 648 250,000 5 14,505 8,115 3,115 250,000 6,866 1,866 250,000 6 17,855 9,547 5,297 250,000 7,998 3,748 250,000 7 21,373 10,903 7,153 250,000 9,038 5,288 250,000 8 25,066 12,177 9,177 250,000 9,975 6,975 250,000 9 28,945 13,366 10,866 250,000 10,802 8,302 250,000 10 33,017 14,463 12,713 250,000 11,519 9,769 250,000 11 37,293 15,894 14,644 250,000 12,139 10,889 250,000 12 41,782 17,253 16,753 250,000 12,646 12,146 250,000 13 46,497 18,541 18,541 250,000 13,043 13,043 250,000 14 51,446 19,754 19,754 250,000 13,332 13,332 250,000 15 56,644 20,888 20,888 250,000 13,499 13,499 250,000 16 62,101 21,939 21,939 250,000 13,525 13,525 250,000 17 67,831 22,885 22,885 250,000 13,376 13,376 250,000 18 73,848 23,715 23,715 250,000 13,013 13,013 250,000 19 80,165 24,418 24,418 250,000 12,385 12,385 250,000 20 86,798 24,983 24,983 250,000 11,459 11,459 250,000 25 125,284 25,825 25,825 250,000 1,649 1,649 250,000 35 237,091 10,137 10,137 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 40 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET) Female issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $2,500 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 2,625 1,872 0 250,000 1,638 0 250,000 2 5,381 3,791 0 250,000 3,299 0 250,000 3 8,275 5,759 759 250,000 4,981 0 250,000 4 11,314 7,773 2,773 250,000 6,681 1,681 250,000 5 14,505 9,835 4,835 250,000 8,395 3,395 250,000 6 17,855 11,948 7,698 250,000 10,117 5,867 250,000 7 21,373 14,101 10,351 250,000 11,842 8,092 250,000 8 25,066 16,290 13,290 250,000 13,557 10,557 250,000 9 28,945 18,513 16,013 250,000 15,255 12,755 250,000 10 33,017 20,763 19,013 250,000 16,933 15,183 250,000 11 37,293 23,479 22,229 250,000 18,615 17,365 250,000 12 41,782 26,271 25,771 250,000 20,275 19,775 250,000 13 46,497 29,143 29,143 250,000 21,916 21,916 250,000 14 51,446 32,095 32,095 250,000 23,539 23,539 250,000 15 56,644 35,126 35,126 250,000 25,131 25,131 250,000 16 62,101 38,237 38,237 250,000 26,670 26,670 250,000 17 67,831 41,413 41,413 250,000 28,124 28,124 250,000 18 73,848 44,647 44,647 250,000 29,449 29,449 250,000 19 80,165 47,931 47,931 250,000 30,595 30,595 250,000 20 86,798 51,262 51,262 250,000 31,520 31,520 250,000 25 125,284 68,867 68,867 250,000 31,840 31,840 250,000 35 237,091 106,430 106,430 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 41 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET) Female issue age 45 Preferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $2,500 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 2,625 1,996 0 250,000 1,755 0 250,000 2 5,381 4,163 0 250,000 3,641 0 250,000 3 8,275 6,517 1,517 250,000 5,669 669 250,000 4 11,314 9,076 4,076 250,000 7,853 2,853 250,000 5 14,505 11,858 6,858 250,000 10,202 5,202 250,000 6 17,855 14,891 10,641 250,000 12,728 8,478 250,000 7 21,373 18,188 14,438 250,000 15,444 11,694 250,000 8 25,066 21,770 18,770 250,000 18,361 15,361 250,000 9 28,945 25,665 23,165 250,000 21,492 18,992 250,000 10 33,017 29,900 28,150 250,000 24,862 23,112 250,000 11 37,293 34,961 33,711 250,000 28,537 27,287 250,000 12 41,782 40,515 40,015 250,000 32,516 32,016 250,000 13 46,497 46,616 46,616 250,000 36,840 36,840 250,000 14 51,446 53,322 53,322 250,000 41,550 41,550 250,000 15 56,644 60,697 60,697 250,000 46,683 46,683 250,000 16 62,101 68,813 68,813 250,000 52,272 52,272 250,000 17 67,831 77,738 77,738 250,000 58,348 58,348 250,000 18 73,848 87,558 87,558 250,000 64,942 64,942 250,000 19 80,165 98,370 98,370 250,000 72,086 72,086 250,000 20 86,798 110,290 110,290 250,000 79,835 79,835 250,000 25 125,284 192,004 192,004 250,000 131,039 131,039 250,000 35 237,091 554,625 554,625 582,357 367,786 367,786 386,175 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 42 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 0% (-0.93% NET) Male issue age 45 Nonpreferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,202 0 250,000 2,022 0 250,000 2 6,716 4,322 0 250,000 3,951 0 250,000 3 10,328 6,355 355 250,000 5,782 0 250,000 4 14,120 8,300 2,300 250,000 7,512 1,512 250,000 5 18,102 10,153 4,153 250,000 9,135 3,135 250,000 6 22,283 11,906 6,656 250,000 10,642 5,392 250,000 7 26,673 13,549 9,049 250,000 12,022 7,522 250,000 8 31,283 15,072 11,322 250,000 13,260 9,510 250,000 9 36,123 16,468 13,468 250,000 14,341 11,341 250,000 10 41,205 17,719 15,469 250,000 15,251 13,001 250,000 11 46,541 19,240 17,740 250,000 16,001 14,501 250,000 12 52,145 20,639 19,889 250,000 16,551 15,801 250,000 13 58,028 21,915 21,915 250,000 16,893 16,893 250,000 14 64,205 23,059 23,059 250,000 17,004 17,004 250,000 15 70,691 24,058 24,058 250,000 16,859 16,859 250,000 16 77,502 24,902 24,902 250,000 16,427 16,427 250,000 17 84,653 25,548 25,548 250,000 15,676 15,676 250,000 18 92,162 25,968 25,968 250,000 14,555 14,555 250,000 19 100,046 26,133 26,133 250,000 13,010 13,010 250,000 20 108,324 26,016 26,016 250,000 10,987 10,987 250,000 25 156,354 21,449 21,449 250,000 0 0 250,000 35 295,889 0 0 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 43 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 6% (5.07% NET) Male issue age 45 Nonpreferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,357 0 250,000 2,171 0 250,000 2 6,716 4,768 0 250,000 4,374 0 250,000 3 10,328 7,232 1,232 250,000 6,606 606 250,000 4 14,120 9,747 3,747 250,000 8,863 2,863 250,000 5 18,102 12,311 6,311 250,000 11,141 5,141 250,000 6 22,283 14,919 9,669 250,000 13,428 8,178 250,000 7 26,673 17,560 13,060 250,000 15,714 11,214 250,000 8 31,283 20,227 16,477 250,000 17,985 14,235 250,000 9 36,123 22,911 19,911 250,000 20,222 17,222 250,000 10 41,205 25,599 23,349 250,000 22,411 20,161 250,000 11 46,541 28,714 27,214 250,000 24,573 23,073 250,000 12 52,145 31,880 31,130 250,000 26,658 25,908 250,000 13 58,028 35,099 35,099 250,000 28,655 28,655 250,000 14 64,205 38,364 38,364 250,000 30,539 30,539 250,000 15 70,691 41,669 41,669 250,000 32,281 32,281 250,000 16 77,502 45,006 45,006 250,000 33,848 33,848 250,000 17 84,653 48,341 48,341 250,000 35,203 35,203 250,000 18 92,162 51,650 51,650 250,000 36,292 36,292 250,000 19 100,046 54,913 54,913 250,000 37,054 37,054 250,000 20 108,324 58,107 58,107 250,000 37,429 37,429 250,000 25 156,354 73,434 73,434 250,000 30,905 30,905 250,000 35 295,889 89,180 89,180 250,000 0 0 250,000 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 44 UNITED OF OMAHA LIFE INSURANCE COMPANY FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE HYPOTHETICAL ILLUSTRATION ASSUMING HYPOTHETICAL GROSS ANNUAL INVESTMENT RETURN OF 12% (11.07% NET) Male issue age 45 Nonpreferred Nontobacco Class Initial Specified Amount $250,000 Annual Planned Premium $3,120 CURRENT CHARGES * GUARANTEED CHARGES ** --------- ------------ -------- ------------ ----------- -------- PREMIUMS END OF ACCUMULATD ACCUMU- CASH ACCUMU- CASH CONTRACT AT 5% INTEREST LATION SURRENDER DEATH LATION SURRENDER DEATH YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT 1 3,276 2,512 0 250,000 2,321 0 250,000 2 6,716 5,234 0 250,000 4,817 0 250,000 3 10,328 8,184 2,184 250,000 7,503 1,503 250,000 4 14,120 11,383 5,383 250,000 10,395 4,395 250,000 5 18,102 14,852 8,852 250,000 13,507 7,507 250,000 6 22,283 18,614 13,364 250,000 16,856 11,606 250,000 7 26,673 22,689 18,189 250,000 20,453 15,953 250,000 8 31,283 27,101 23,351 250,000 24,314 20,564 250,000 9 36,123 31,880 28,880 250,000 28,453 25,453 250,000 10 41,205 37,052 34,802 250,000 32,890 30,640 250,000 11 46,541 43,100 41,600 250,000 37,704 36,204 250,000 12 52,145 49,713 48,963 250,000 42,881 42,131 250,000 13 58,028 56,956 56,956 250,000 48,459 48,459 250,000 14 64,205 64,895 64,895 250,000 54,475 54,475 250,000 15 70,691 73,605 73,605 250,000 60,968 60,968 250,000 16 77,502 83,173 83,173 250,000 67,984 67,984 250,000 17 84,653 93,675 93,675 250,000 75,579 75,579 250,000 18 92,162 105,215 105,215 250,000 83,806 83,806 250,000 19 100,046 117,916 117,916 250,000 92,734 92,734 250,000 20 108,324 131,927 131,927 250,000 102,454 102,454 250,000 25 156,354 229,428 229,428 266,136 167,969 167,969 250,000 35 295,889 658,691 658,691 691,625 479,028 479,028 502,979 * These values reflect investment results using current cost of insurance rates and expense charges. ** These values reflect investment results using guaranteed cost of insurance rates and expense charges. The hypothetical investment results shown above and elsewhere in this prospectus are illustrative only and should not be deemed a representation of past or future investment results. Actual investment results may be more or less than those shown and will depend on a number of different factors, including the investment allocations by the owner and different investment rates of return for the Portfolios. The Death Benefit, Accumulation Value and Cash Surrender Value for a Policy would be different from those shown if the actual investment rates of return averaged the rates shown above over a period of years, but fluctuated above or below those averages from individual Policy years. Theses values would also be different if any Policy loan or partial withdrawal were made during the period. No representation can be made that these assumed investment rates of return can be achieved for any one year or sustained over any period of time. 45 - ----------------------------------------------------------- FINANCIAL STATEMENTS UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORTS DECEMBER 31, 1996, 1995 AND 1994 47 INDEPENDENT AUDITORS' REPORT To the Board of Directors United of Omaha Life Insurance Company Omaha, Nebraska We have audited the accompanying statutory statement of admitted assets, liabilities, and surplus of United of Omaha Life Insurance Company as of December 31, 1996, and the related statutory statements of income and changes in surplus, and cash flows for the year then ended. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of United of Omaha Life Insurance Company for the years ended December 31, 1995 and 1994 were audited by other auditors whose report, dated April 9, 1997, expressed an unqualified opinion on the presentation of those financial statements in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska and also expressed an opinion that the financial statements were not presented in conformity with generally accepted accounting principles. The financial statements are the responsibility of the Company's management. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As more fully described in Note 1 to the financial statements, the Company has prepared these financial statements in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska. Those practices differ from generally accepted accounting principles. The effects on the financial statements of the differences between the statutory basis of accounting and generally accepted accounting principles are not reasonably determinable, but are presumed to be material. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the 1996 financial statements referred to above do not present fairly the financial position of United of Omaha Life Insurance Company as of December 31, 1996, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. However, in our opinion, the statutory financial statements referred to above present fairly, in all material respects, the admitted assets, liabilities, and surplus of United of Omaha Life Insurance Company as of December 31, 1996, and the results of its operations and its cash flows for the year then ended, on the basis of accounting described in Note 1 to the financial statements. DELOITTE & TOUCHE LLP Omaha, Nebraska April 21, 1997 48 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors United of Omaha Life Insurance Company Omaha, Nebraska We have audited the accompanying balance sheet of United of Omaha Life Insurance Company (a Nebraska corporation and wholly-owned subsidiary of Mutual of Omaha Insurance Company), as of December 31, 1995, and the related statements of operations, capital and surplus, and cash flows for each of the two years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to report on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our originally issued report dated February 23, 1996, we expressed an opinion that the 1995 financial statements, prepared using accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska, presented fairly, in all material respects, the financial position of United of Omaha Life Insurance Company as of December 31, 1995, and the results of its operations and its cash flow for each of the two years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. As described in Note 1 to the financial statements, pursuant to the provisions of Statement of Financial Accounting Standards Board Interpretation 40, APPLICABILITY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES, as amended ("FIN 40"), financial statements of mutual life insurance enterprises for periods ending on or before December 15, 1996, prepared using accounting practices prescribed or permitted by insurance regulators (statutory financial statements) are no longer considered presentations in conformity with generally accepted accounting principles. Accordingly, our present opinion on the presentation of the 1995 financial statements in accordance with generally accepted accounting principles, as presented herein, is different from that expressed in our previous report. In our opinion, because of the effects of the matter discussed in the preceding paragraph, the financial statements referred to above do not present fairly, in conformity with generally accepted accounting principles, the financial position of United of Omaha Life Insurance Company as of December 31, 1995, or the results of its operations and its cash flows for each of the two years in the period ended December 31, 1995. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United of Omaha Life Insurance Company as of December 31, 1995, and the results of its operations and its cash flows for the each of the two years in the period ended December 31, 1995, in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska. Coopers & Lybrand L.L.P. Omaha, Nebraska February 23, 1996 [except for the change in our opinion as required by FIN 40, for which the date is April 9, 1997] 49 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS DECEMBER 31, 1996 AND 1995 (IN THOUSANDS) - -------------------------------------------------------------------------------- ADMITTED ASSETS 1996 1995 Cash and invested assets (Notes 2 and 3): Bonds $ 6,194,033 $5,348,682 Preferred stocks 2,967 2,967 Common stocks 206,792 215,614 Mortgage loans 914,877 1,039,336 Real estate occupied by the Company, net of accumulated depreciation of $51,913 in 1996 and $48,176 in 1995 85,958 89,366 Real estate acquired in satisfaction of debt, net of accumulated depreciation of $3,418 in 1996 and $4,007 in 1995 47,288 53,812 Investment in real estate, net of accumulated depreciation of $14,576 in 1996 and$14,052 1995 9,930 13,234 Policy loans 118,150 111,335 Cash and short-term investments 117,502 176,000 Other invested assets 70,027 46,272 -------- ------- Total cash and invested assets 7,767,524 7,096,618 Premiums deferred and uncollected 94,802 85,015 Investment income due and accrued 75,193 73,470 Electronic data processing equipment, net 44,971 53,474 Receivable from parent, subsidiaries and affiliates (Note 6) 8,075 7,671 Other assets (Note 3) 47,050 70,443 Separate accounts assets 499,423 156,212 -------- ------- Total admitted assets $ 8,537,038$ 7,542,903 ====================== LIABILITIES Policy reserves (Notes 6 and 10): Aggregate reserve for policies and contracts $ 5,427,996$ 4,724,703 Liability for premium and other deposit funds 1,670,294 1,746,619 Policy and contract claims 49,317 48,022 Other 74,171 71,293 ------- ------ Total policy reserves 7,221,778 6,590,637 Interest maintenance reserve 26,872 25,378 Asset valuation reserve 114,495 106,346 General expenses and taxes due or accrued (Note 5) 35,147 32,866 Federal income taxes due or accrued (Note 4) 20,241 17,342 Other liabilities (Note 3) 84,293 101,537 Separate accounts liabilities 499,392 156,184 -------- ------- Total liabilities 8,002,218 7,030,290 ---------- --------- SURPLUS Capital stock, $10 par value, 900,000 shares authorized and outstanding 9,000 9,000 Gross paid-in and contributed surplus 62,724 62,724 Unassigned surplus (Note 11) 463,096 440,889 -------- ------- Total surplus 534,820 512,613 -------- ------- Total liabilities and surplus $ 8,537,038 $7,542,903 =========== ========== The accompanying notes are an integral part of these statutory financial statements. 50 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS) - -------------------------------------------------------------------------------- 1996 1995 1994 Income: Net premiums and annuity considerations (Notes 6 and 7) $ 1,285,507 $ 1,278,389 $ 1,198,989 Other considerations and fund deposits 260,508 81,818 51,580 Net investment income (Notes 2 and 6) 546,634 526,246 444,160 Other income 20,604 25,233 32,075 ------- ------- ------ Total income 2,113,253 1,911,686 1,726,804 ---------- ---------- --------- Benefits and expenses: Policyholder and beneficiary benefits (Note 6) 890,668 728,340 668,542 Increase in reserves for policyholder and beneficiary benefits 561,185 781,059 718,113 Commissions 126,692 98,132 97,436 Operating expenses (Notes 5 and 6) 175,723 186,158 175,988 Expense realignment costs (Note 13) 9,099 - - Net transfers to separate accounts 277,638 41,074 23,453 -------- ------- ------ Total benefits and expenses 2,041,005 1,834,763 1,683,532 ---------- ---------- --------- Net gain from operations before federal income taxes and net realized capital gains 72,248 76,923 43,272 Federal income taxes (Note 4) 41,101 30,227 25,500 ------- ------- ------ Net gain from operations before net realized capital gains 31,147 46,696 17,772 Net realized capital gains (Notes 2 and 6) 23,461 14,476 4,826 ------- ------- ----- Net income $ 54,608 $ 61,172 $ 22,598 ========= ========= ======== The accompanying notes are an integral part of these statutory financial statements. 51 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF CHANGES IN SURPLUS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS) - -------------------------------------------------------------------------------- 1996 1995 1994 Capital stock: Balance at beginning and end of year $ 9,000 $ 9,000 $ 9,000 -------- -------- ------- Gross paid-in and contributed surplus: Balance at beginning of year 62,724 62,724 12,724 Paid-in by Mutual of Omaha Insurance Company (Note 6) - - 50,000 ------- ------- ------ Balance at end of year 62,724 62,724 62,724 ------- ------- ------ Unassigned surplus: Balance at beginning of year 440,889 378,242 354,608 Net income 54,608 61,172 22,598 Change in net unrealized capital gains (losses) (Note 2) (23,064) 6,299 12,348 (Increase) decrease in: Non-admitted assets 2,561 1,593 (4,670) Asset valuation reserve (8,150) (6,483) (6,619) Pension plan contribution (Note 5) (3,599) - - Other, net (149) 66 (23) -------- ------- ------- Balance at end of year 463,096 440,889 378,242 -------- -------- ------- Total surplus $ 534,820 $ 512,613 $ 449,966 ========== ========== ========= The accompanying notes are an integral part of these statutory financial statements. 52 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (IN THOUSANDS) - -------------------------------------------------------------------------------- 1996 1995 1994 Cash from operations: Premiums, considerations and other fund deposits $ 1,539,502 $ 1,343,041 $ 1,240,212 Net investment income 537,288 512,992 434,840 Other income 20,642 21,771 53,829 Benefits (888,661) (728,025) (665,575) Commissions and general expenses (314,100) (276,574) (262,282) Federal income taxes (42,235) (23,796) (30,496) Net transfers to separate accounts (292,935) (41,112) (23,453) ---------- --------- -------- Net cash from operations 559,501 808,297 747,075 -------- -------- ------- Cash from investments: Proceeds from investments sold, redeemed or matured: Bonds 992,065 582,788 606,001 Mortgage loans 132,406 131,975 135,034 Stocks 52,062 73,863 365,849 Real estate 18,601 15,353 26,537 Other invested assets 32,150 4,391 7,781 Tax on capital gains (9,665) (2,525) (12,993) Cost of investments acquired: Bonds (1,818,632) (1,460,824) (1,441,532) Mortgage loans (22,607) (56,781) (32,909) Stocks (25,848) (28,873) (386,130) Other invested assets (53,150) (22,321) (3,744) Real estate (4,205) (4,897) (6,256) Net increase in policy loans (6,815) (6,494) (3,771) -------- -------- ------- Net cash from investments (713,638) (774,345) (746,133) ---------- ---------- --------- Cash from financing and other sources: Other cash provided 102,623 38,420 8,067 Other cash used (6,984) (5,434) (38,888) Capital and surplus paid-in (Note 6) - - 50,000 -- -- ------ Net cash from financing and other sources 95,639 32,986 19,179 ------- ------- ------ Net change in cash and short-term investments (58,498) 66,938 20,121 Cash and short-term investments: Beginning of year 176,000 109,062 88,941 -------- -------- ------ End of year $ 117,502 $ 176,000 $ 109,062 ========== ========== ========= The accompanying notes are an integral part of these statutory financial statements. 53 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) NOTES TO STATUTORY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994 (DOLLAR AMOUNTS IN THOUSANDS) - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS - United of Omaha Life Insurance Company (the Company) is a wholly-owned subsidiary of Mutual of Omaha Insurance Company (Mutual of Omaha), a mutual life and health and accident insurance company domiciled in the State of Nebraska. At December 31, 1996, the Company owned 100% of the outstanding common stock of the following entities: Companion Life Insurance Company (Companion), United World Life Insurance Company (United World), Mutual of Omaha Structured Settlement Company - Nebraska (MOSSCO-NE), Mutual of Omaha Structured Settlement Company-Connecticut (MOSSCO-CT), and Mutual of Omaha Structured Settlement Company-New York (MOSSCO-NY). The Company has insurance licenses to operate in 49 states, the District of Columbia, Guam, Puerto Rico, and the U.S. Virgin Islands. Individual life insurance and annuity products are sold primarily through a network of career agents, direct mail, brokers, financial planners and banks. Group business is produced by representatives located in Mutual of Omaha group offices throughout the country. BASIS OF PRESENTATION - The accompanying financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska. Prescribed statutory accounting practices are contained in a variety of publications of the National Association of Insurance Commissioners (NAIC), as well as state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices which may not necessarily be prescribed but are not prohibited. The 1995 and 1994 financial statements, presented for comparative purposes, were previously described as also being prepared in accordance with generally accepted accounting principles (GAAP) for mutual life insurance companies and their wholly-owned life insurance company subsidiaries. Pursuant to Financial Accounting Standards Board Interpretation 40, APPLICABILITY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES TO MUTUAL LIFE INSURANCE AND OTHER ENTERPRISES ("FIN 40"), as amended, which is effective for 1996 annual financial statements, financial statements based on statutory accounting practices can no longer be described as prepared in conformity with GAAP. Furthermore, financial statements prepared in conformity with statutory accounting practices for periods prior to the effective date of FIN 40 are no longer considered GAAP presentations when presented in comparative form with financial statements for periods subsequent to the effective date. Accordingly, the prior independent auditors' reports have been reissued in accordance with FIN 40. The accompanying statutory financial statements vary in some respects from those that would be presented in conformity with GAAP. The most significant differences include: (a) bonds are generally carried at amortized cost rather than being valued at either amortized cost or fair value based on their classification according to the Company's ability and intent to hold or trade the securities; (b) acquisition costs, such as commissions and other costs related to acquiring new business, are charged to operations as incurred and not deferred, whereas premiums are taken into income on a pro rata basis over the respective term of the policies; (c) deferred federal income taxes are not provided for temporary differences between tax and financial reporting; (d) no provision has been made for federal income taxes on unrealized appreciation of investments which are carried at market value; (e) asset valuation reserves (AVR) and interest maintenance reserves (IMR) are established; (f) different actuarial assumptions are used for calculating certain policy reserves; and (g) changes in certain assets 54 designated as "non-admitted" assets have been charged to unassigned surplus. The aggregate effect of the foregoing differences on the accompanying statutory financial statements has not been determined, but was presumed to be material. Management is required to make estimates and assumptions that affect the reported amounts in the statutory financial statements. Actual results could differ significantly from those estimates. INVESTMENTS - Bonds are generally stated at amortized cost. Bonds not backed by other loans are amortized using the scientific method. Loan-backed bonds and structured securities are amortized using the interest method based on anticipated prepayments at the date of purchase. Changes in estimated cash flows from the original purchase assumptions are accounted for using the retrospective method. Preferred stocks are stated primarily at cost. Common stocks of unaffiliated companies are stated at market value and affiliated companies (principally insurance companies) are valued at underlying statutory book value. The change in the stated value is recorded as a change in unrealized capital gains (losses), a component of unassigned surplus, ignoring the effect of income taxes. Mortgage loans and policy loans are stated at the aggregate unpaid balance. In accordance with statutory accounting practices, the Company records a general reserve for losses on mortgage loans as part of the asset valuation reserve. Home office and investment real estate are valued at cost, less allowance for depreciation. Property acquired in satisfaction of debt is initially valued at the lower of cost or fair market value. Depreciation is provided on the straight-line basis over the estimated useful lives of the related assets. Short-term investments include all investments whose maturities, at the time of acquisition, are one year or less and are stated at cost which approximates market. Investment income is recorded when earned. Realized gains and losses on sale or maturity of investments are determined on the specific identification basis. Any portion of invested assets designated as "non-admitted" was excluded from the statutory statements of admitted assets, liabilities and surplus and recorded as a change in unrealized capital gains (losses). ASSET VALUATION AND INTEREST MAINTENANCE RESERVES - The Company establishes certain reserves as promulgated by the National Association of Insurance Commissioners (NAIC). The AVR is established for the specific risk characteristics of invested assets of the Company. The IMR is established for the realized gains and losses on the redemption of fixed income securities resulting from changes in interest rates, net of tax. Gains and losses pertaining to the IMR are subsequently amortized into investment income over the expected remaining period to maturity of the investments sold or called. POLICY RESERVES - Policy reserves provide amounts adequate to discharge estimated future obligations in excess of estimated future premiums on policies in force. Reserves for life policies are computed principally by using the Commissioners' Reserve Valuation Method basis or the net level premium basis with assumed interest rates (2.5% to 6%) and mortality (American Experience, 1941, 1958, 1960 and 1980 CSO tables) as prescribed by regulatory authorities. Reserves for annuities and deposit administration contracts are computed on the basis of interest rates ranging from 2.5% to 12.75%. Policy and contract claim liabilities include provisions for reported claims and estimates for claims incurred but not reported. To the extent the ultimate liability differs from the amounts recorded, such differences are reflected in operations when additional information becomes known. PREMIUMS AND RELATED COMMISSIONS - Premiums are recognized as income over the premium paying period. Commissions and other expenses related to the acquisition of policies are charged to operations as incurred. FEDERAL INCOME TAXES - The Company files a consolidated federal income tax return with its parent and other eligible subsidiaries. The method of allocating taxes among the companies is subject to a written agreement 55 approved by the Board of Directors. Each company's provision for federal income taxes is based on a separate return calculation with each company recognizing tax benefits of net operating loss carryforwards and tax credits on a separate return basis. The provision for federal income taxes is based on income which is currently taxable. Deferred federal income taxes are not provided for temporary differences between income tax and statutory reporting. The Company recognizes the benefits of net operating losses, foreign tax credit, and general business credit carryforwards when realized. NON-ADMITTED ASSETS - Certain assets designated as "non-admitted" assets, principally receivables and office furniture and equipment, are excluded from the statutory statements of admitted assets, liabilities, and surplus. The net change in such assets is charged or credited directly to unassigned surplus. FAIR VALUES OF FINANCIAL INSTRUMENTS - The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: CASH, SHORT-TERM INVESTMENTS AND OTHER INVESTED ASSETS - The carrying amounts reported in the statutory statements of admitted assets, liabilities, and surplus approximate their fair values. BONDS - The fair values for bonds are based on quoted market prices, where available. For bonds not actively traded, fair values are estimated using values obtained from independent pricing services or based on expected future cash flows using a current market rate applicable to the yield, credit quality and maturity of the investments. UNAFFILIATED COMMON STOCKS - The fair values for unaffiliated common stocks are based on quoted market prices and are reported in the statutory statements of admitted assets, liabilities, and surplus. MORTGAGE LOANS - The fair values for mortgage loans are estimated using discounted cash flow analyses, using interest rates currently being offered for similar loans to borrowers with similar credit ratings, credit quality, and maturity of the investments. POLICY LOANS - The Company does not believe an estimate of the fair value of policy loans can be made without incurring excessive cost. Policy loans have no stated maturities and are usually repaid by reductions to benefits and surrenders. Because of the numerous assumptions which would have to be made to estimate fair value, the Company believes that such information would not be meaningful. INVESTMENT CONTRACTS - The fair values for liabilities under investment-type insurance contracts are estimated using discounted cash flow calculations, which are based on interest rates currently being offered for similar contracts with maturities consistent with those remaining for the contracts being valued. DERIVATIVES - The Company utilizes swap and cap arrangements, for purposes other than trading, to hedge risk, to manage investment returns, and to align currency rates with its insurance obligations. The foreign currency swap arrangements are stated at market value. The differences between the amounts paid or received on foreign currency and interest-rate swaps are reflected in the statutory statements of income. Interest-rate cap arrangements are stated at amortized cost. Interest-rate caps are amortized and recorded as an adjustment to net investment income over the life of the investment using the effective interest method. The Company also invests in equity linked notes that are stated at amortized cost and intends to hold them to maturity. These instruments pay interest based on a very modest (or no) semi-annual or annual coupon rate and pay at maturity all principal plus "contingent" interest based on a coupon rate equal to the percentage increase in a designated index. If the index has declined over the term of the note, no contingent interest is payable, but at maturity all principal would nevertheless be payable. The 56 designated index is typically linked to the performance of a known stock index or basket of indices. Interest income is recognized when earned. SEPARATE ACCOUNTS - The assets of the separate accounts shown in the statutory statements of admitted assets, liabilities, and surplus are carried at fair value and consist primarily of common stocks, mutual funds and commercial paper held by the Company for the benefit of certificate holders under specific individual and group annuity contracts. Benefits paid to separate account certificate holders are reflected in the statutory statements of income, but are offset by transfers from the separate accounts. The payment of such benefits and the earning of investment income constitute the only significant activities in the separate accounts. RECLASSIFICATIONS - Certain reclassifications have been made to the prior years amounts to conform with current year presentation with no changes to unassigned surplus or net income. 2. INVESTMENTS The cost or amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value of the Company's investment securities were as follows: COST OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE AT DECEMBER 31, 1996: Governments $ 67,058 $ 447 $ 1,077 $ 66,428 States, territories and possessions 1,187 47 - 1,234 Political subdivisions 20,104 327 232 20,199 Special revenue 1,210,844 18,600 13,724 1,215,720 Public utilities 416,189 21,892 995 437,086 Industrial and miscellaneous 4,340,670 122,767 50,250 4,413,187 Credit-tenant loans 277,025 10,186 2,557 284,654 -------- ------- ------ ------- Total $ 6,333,077 $ 174,266 $ 68,835 $ 6,438,508 ============ ========== ========= =========== Bonds $ 6,194,033 Short-term investments 139,044 ------- $ 6,333,077 Preferred stocks $ 3,365 $ 1,899 $ 398 $ 4,866 ======== ======== ====== ======= Common stocks: Affiliated $ 66,086 $ 7,514 $ - $ 73,600 Unaffiliated 61,054 74,540 2,402 133,192 ------- ------- ------ ------- $ 127,140 $ 82,054 $ 2,402 $ 206,792 ========== ========= ======== ========= 57 COST OR GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE AT DECEMBER 31, 1995: Governments $ 68,814 $ 3,600 $ 74 $ 72,340 States, territories and possessions 6,354 164 - 6,518 Political subdivisions 23,300 703 6 23,997 Special revenue 1,243,137 39,397 4,179 1,278,355 Public utilities 433,579 36,389 450 469,518 Industrial and miscellaneous 3,527,698 197,605 21,205 3,704,098 Credit-tenant loans 231,739 19,304 540 250,503 -------- ------- ---- ------- Total $ 5,534,621 $ 297,162 $ 26,454 $ 5,805,329 ============ ========== ========= =========== Bonds $ 5,348,682 Short-term investments 185,939 ------- $ 5,534,621 Preferred stocks $ 3,365 $ 1,860 $ 398 $ 4,827 ======== ======== ====== ======= Common stocks: Affiliated $ 66,085 $ 3,374 $ 763 $ 68,696 Unaffiliated 46,422 101,917 1,421 146,918 ------- -------- ------ ------- $ 112,507 $ 105,291 $ 2,184 $ 215,614 ========== ========== ======== ========= The amortized cost and estimated fair value of debt securities at December 31, 1996, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. AMORTIZED ESTIMATED COST FAIR VALUE Due in one year or less $ 328,043 $ 329,148 Due after one year through five years 1,363,244 1,374,351 Due after five years through ten years 1,511,490 1,527,455 Due after ten years 3,130,300 3,207,554 ---------- --------- $ 6,333,077 $ 6,438,508 ============ =========== The sources of net investment income were as follows: 1996 1995 1994 Bonds $ 439,884 $ 388,690 $ 320,299 Preferred stocks 399 399 400 Common stocks (Note 6) 1,789 27,756 3,651 Mortgage loans 87,035 96,891 109,279 Real estate 29,860 26,860 27,978 Policy loans 6,855 6,348 5,914 Short-term investments 7,339 6,665 4,047 Other (2,732) (1,858) 497 -------- -------- --- 570,429 551,751 472,065 Investment expense (28,270) (29,424) (31,414) Amortization of IMR 4,475 3,919 3,509 ------ ------ ----- $ 546,634 $ 526,246 $ 444,160 ========== ========== ========= 58 Realized capital gains and losses on invested assets consist of the following: NET GROSS GROSS REALIZED REALIZED REALIZED GAINS GAINS LOSSES (LOSSES) Year ended December 31, 1996: Bonds $ 9,290 $ 1,489 $ 7,801 Common stocks (Note 6) 41,198 351 40,847 Mortgage loans 660 7,618 (6,958) Real estate 2,690 2,949 (259) Other 3,830 34 3,796 ------ --- ----- $ 57,668 $ 12,441 45,227 ========= ========= Less: Capital gains tax (Note 6) (15,798) Transfer to IMR (5,968) ------- Net realized capital gains $ 23,461 ======== Year ended December 31, 1995: Bonds $ 4,830 $ 158 $ 4,672 Common stocks (Note 6) 36,564 663 35,901 Mortgage loans 977 8,894 (7,917) Real estate 1,804 8,041 (6,237) Other 1,479 185 1,294 ------ ---- ----- $ 45,654 $ 17,941 27,713 ========= ========= Less: Capital gains tax (Note 6) (9,665) Transfer to IMR (3,572) ------- Net realized capital gains $ 14,476 ======== Year ended December 31, 1994: Bonds $ 5,764 $ 145 $ 5,619 Common stocks 6,608 1,478 5,130 Mortgage loans 2,270 7,011 (4,741) Real estate 6,540 1,922 4,618 Other 3,985 20 3,965 ------ --- ----- $ 25,167 $ 10,576 14,591 ========= ========= Less: Capital gains tax (5,075) Transfer to IMR (4,690) Net realized capital gains $ 4,826 ======= The maximum and minimum lending rates for mortgage loans during 1996 ranged from 6.86% to 7.88%. The maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages, was 75%. The estimated fair value of the mortgage loan portfolio was approximately $928,621 and $1,072,501 at December 31, 1996 and 1995, respectively. 59 The Company's mortgage loans finance various types of commercial properties throughout the United States. The geographic distributions of the mortgage loans were as follows at December 31, 1996 and 1995: 1996 1995 California $ 87,778 $ 98,299 Nebraska 53,118 59,210 Missouri 49,422 61,494 Indiana 49,004 47,693 Washington 44,615 47,189 All other states 630,940 725,451 -------- ------- $ 914,877 $ 1,039,336 ========== =========== The following table summarizes the non-performing and restructured mortgage loans at December 31, 1996 and 1995: 1996 1995 Non-performing $ 8,917 $ 2,013 Restructured 13,501 24,184 ------- ------ $ 22,418 $ 26,197 ========= ======== At December 31, 1996, securities with an amortized cost of $5,487 were on deposit with government agencies as required by law in various jurisdictions in which the Company conducts business. 3. DERIVATIVE FINANCIAL INSTRUMENTS The Company enters into interest-rate swap agreements to manage interest-rate exposure. The primary reason for the interest-rate swap agreements is to modify the interest-rate sensitivities of certain investments so that they are highly correlated with the interest-rate sensitivities of certain insurance liabilities. Interest-rate swap transactions generally involve the exchange of fixed or floating rate interest payment obligations without the exchange of the underlying principal amount. The Company also uses interest-rate caps to more effectively manage interest-rate risk associated with single premium deferred annuity contracts. An interest-rate cap is a right to receive the excess of a reference interest rate over a given rate. This allows the Company to limit the risk associated with an increase in interest rates. The Company purchases corporate bonds in the foreign bond markets. These bonds are typically issued by U.S. corporations and denominated in a variety of currencies. These bonds, on occasion, are available for purchase in the secondary market at attractive yields. The Company enters into currency swaps simultaneous with its foreign currency bond purchases so that all future foreign currency-denominated interest and principal payments on such bonds are swapped with high quality counterparties at the time of purchase for known amounts of U.S. dollars. The Company uses equity linked notes to more cost effectively diversify its exposure to equity markets and as an asset replication instrument to match the liabilities of certain group annuity contracts where the customer seeks 60 equity market participation. Equity linked notes help reduce the Company's exposure to fluctuations in equity instruments by linking a substantial portion of their expected total return to certain market indices while preserving the invested principal. The following table summarizes the Company's derivative financial instruments. Notional amounts are used on certain instruments to express the volume of these transactions, but do not represent the much smaller amounts potentially subject to credit risk. NOTIONAL STATEMENT FAIR YEAR(S) OF AMOUNT VALUE VALUE MATURITY At December 31, 1996: Interest-rate swaps $ 202,500 $ - $ (9,259) 1999 - 2003 ========== ==== ========== Interest-rate caps $ 320,000 $ 2,739 $ 1,883 2000 - 2001 ========== ======== ======== Foreign currency swaps $ 21,503 $ (10,401) $ (10,401) 1997 - 1998 ========= =========== =========== Equity linked notes $ 109,925 $ 5,902 $ 41,289 1997 - 2016 ========== ======== ========= At December 31, 1995: Interest-rate swaps $ 202,500 $ - $ (17,210) 1999 - 2003 ========== ==== =========== Interest-rate caps $ 165,000 $ 1,343 $ 608 2000 ========== ======== ====== Foreign currency swaps $ 80,729 $ (32,796) $ (32,796) 1996 - 1998 ========= =========== =========== Equity linked notes $ 48,925 $ - $ 15,741 1997 - 2015 ========= ==== ========= The Company has considerable experience in evaluating and managing credit risk. Each issuer or counterparty is extensively reviewed to evaluate its financial stability before entering into each agreement and throughout the period that the financial instrument is owned. The Company has commitments to fund bond investments of approximately $42,200 and mortgage loans of approximately $7,200 as of December 31, 1996. These commitments are legally binding and have fixed expiration dates or other termination clauses that may require a payment of a fee. In the event that the financial condition of a borrower deteriorates materially, the commitment may be terminated. Since some of the commitments may expire or terminate, the total commitments do not necessarily represent future liquidity requirements. 4. FEDERAL INCOME TAXES The provision for federal income taxes reflects an effective income tax rate which differs from the prevailing federal income tax rate primarily as a result of income and expense recognition differences between statutory and income tax reporting. The major differences include capitalization and amortization of certain acquisition amounts for tax purposes, different methods for determining statutory and tax insurance reserves, timing of the recognition of market discount on bonds and certain accrued expenses, and the acceleration of depreciation for tax purposes. The Company's tax returns have been examined by the Internal Revenue Service (IRS) through 1992. The Company is currently appealing certain adjustments proposed by the IRS for tax years 1987 through 1992. The tax returns for 1993 through 1995 are currently under examination. Management believes the results of these examinations will have no material impact on the Company's statutory financial statements. 61 Under federal income tax law prior to 1984, the Company accumulated approximately $31,615 of deferred taxable income which could become subject to income taxes in the future under certain conditions. Management believes the chance that those conditions will exist is remote. 5. RETIREMENT BENEFITS The Company participates with affiliated companies in a noncontributory defined benefit plan covering all United States employees meeting certain minimum requirements. Mutual of Omaha and certain subsidiaries (collectively referred to as the Companies) generally make annual contributions to the plan in an amount between the minimum ERISA required contribution and the maximum tax deductible contribution. Funds for the plan are held in the general and separate accounts of the Company under a group annuity contract. Information regarding accrued benefits and net assets has not been determined on an individual company basis. The Company's employees comprised approximately 28% of the total employee group in 1996, 1995 and 1994. The Companies expensed contributions of $12,152, $9,115 and $8,746 in 1996, 1995 and 1994, respectively. During 1996, the Companies changed mortality tables from 1971 GAM to the 1983 GAM. As a result of the table change, the actuarial present value of accrued benefits as of January 1, 1996, increased by $21,637. The Companies made an additional contribution of $21,637 and recorded it as a direct charge to surplus, net of federal income taxes of $7,573. A comparison of accrued benefits and net assets for the entire plan as of January 1, 1996 and 1995 follows: 1996 1995 Actuarial present value of accrued benefits: Vested $ 352,736 $ 280,516 Nonvested 4,036 1,263 ------ ----- $ 356,772 $ 281,779 ========== ========= Net assets available for benefits $ 324,925 $ 301,773 ========== ========= Assumptions: Annual investment return 9.00 % 9.16 % Mortality table 1983 GAM 1971 GAM Discount rate 7.62 % 7.93 % The Companies also have the Mutual of Omaha 401(k) Long-Term Savings Plan covering all United States employees who have completed one year of service and have reached their 21st birthday. Participants may elect to contribute 1% to 16% of their salary annually subject to plan and IRS limitations. The Companies match at least 25% of the first 6% of the contributions made by each participant. The Companies match up to an additional 75% of the first 6% of the contributions made by each participant if certain company-wide performance measures are met. Contributions by the Companies were $5,600, $5,775 and $5,477 in 1996, 1995 and 1994, respectively. The Companies provide certain postretirement medical and life insurance benefits. The Companies subsidize these benefits with certain limitations to retirees and eligible employee groups. Associates retiring on or before December 31, 1997, are eligible for the full subsidy if they are at least age 55 with at least 10 years of service and continuously covered by one of the Companies' health plans for 10 years prior to retirement. Associates retiring after December 31, 1997, must be at least age 60 with at least 15 years of service and continuously covered for 15 years by one of the Companies' health plans prior to retirement to be eligible for a subsidy. Associates hired on or after January 1, 1995, are not eligible for a 62 Company subsidy. The cost of these postretirement benefits is allocated to the Companies in accordance with an intercompany cost-sharing arrangement. The Companies use the accrual method of accounting for postretirement benefits and elected to amortize the original transition obligation over 20 years. The following table sets forth the Plan's funded status at December 31, 1996 and 1995: 1996 1995 Accumulated postretirement benefits obligation: Fully eligible actives $ 8,008 $ 9,071 Retirees 76,136 72,688 ------- ------ 84,144 81,759 Unrecognized transition obligation (64,294) (69,716) Unrecognized gain 7,928 9,951 ------ ----- Total accrued $ 27,778 $ 21,994 ========= ======== Assumptions: Discount rate 7.50 % 7.25 % Health care cost trend rate: First year 8.50 % 8.50 % Ultimate 5.00 % 5.00 % Grading period 8 years 10 years The Companies' net periodic postretirement benefit costs include the following components: 1996 1995 1994 Eligibility costs $ 1,385 $ 1,654 $ 1,839 Interest costs 5,909 5,567 5,761 Net amortization and deferral - (683) - Amortization of transition obligation 4,018 4,101 4,101 ------ ------ ----- Total benefit costs $ 11,312 $ 10,639 $ 11,701 ========= ========= ======== The health care cost trend rate assumption has a significant effect on the amounts reported. To illustrate, increasing the assumed health care cost trend rate by one percentage point in each year would increase the Companies' accumulated postretirement benefits obligation as of December 31, 1996 by approximately $6,130 and the estimated eligibility cost and interest cost components of the net periodic postretirement benefit costs for 1996 by approximately $799. 6. RELATED PARTY TRANSACTIONS The home office properties are occupied jointly by the Company, Mutual of Omaha and certain affiliates. Because of this relationship, the Companies incur joint operating expenses subject to allocation. Management believes the method of allocating such expenses is fair and reasonable. The Company received management and administrative service fees for MOSSCO-NE, MOSSCO-NY and MOSSCO-CT of $350 and $151 and for the years ended December 31, 1996 and 1995, respectively. 63 The Company paid Kirkpatrick, Pettis, Smith, Polian, Inc., an affiliate, for equity investment management services of $444, $543 and $431 during 1996, 1995 and 1994, respectively, and MOSSCO-NE, MOSSCO-NY and MOSSCO-CT for assignment fees of $440 and $361 during 1996 and 1995, respectively. On January 2, 1996, the Company sold 7,580 shares of First National of Nebraska, Inc. common stock for $27,667 to Mutual. The share price was determined by the stock's publicly traded market value at the date of the transaction. The Company recognized a realized gain of $27,632 and related federal income taxes were $9,671. In July 1995, the Company received a $25,000 extraordinary dividend from United World. Assets distributed to the Company included cash of $1,744, bonds with a market value of $23,113 and accrued interest on the transferred bonds of $143. The transfer of bonds and accrued interest occurred July 1, 1995 and the cash was transferred July 3, 1995, the first banking day after July 1. The bonds transferred to the Company consisted of corporate bonds, agency mortgage-backed bonds and agency asset-backed bonds. On August 31, 1995, the Company received $23,250 in cash from Mutual of Omaha, for 600,000 shares of FirsTier, Inc. common stock. The gross realized capital gain on the common stock transferred was $22,852, and related federal income taxes were $7,998. In 1994, the Company received a $50,000 contribution to its capital and surplus from Mutual of Omaha and the Company contributed $20,000 to the capital and surplus of Companion. Under the terms of a reinsurance treaty effected June 1, 1955, all health and accident insurance written by the Company is ceded to Mutual of Omaha. The operating results of certain lines of group health and accident and life insurance are shared equally by the Company and Mutual of Omaha. The amounts ceded by the Company and included in the statutory statements of admitted assets, liabilities and surplus were as follows: 1996 1995 Aggregate reserve for policies and contracts $ 88,332 $ 89,012 ========= ======== Policy and contract claims $ 104,874 $ 127,625 ========== ========= The amounts ceded by the Company and included in the statutory statements of income were as follows: 1996 1995 1994 Premium considerations $ 368,126 $ 395,014 $ 439,361 ========== ========= ========= Policyholder and beneficiary benefits $ 273,576 $ 309,876 $ 324,846 ========== ========= ========= Group reinsurance settlement income (expense) $ (2,818) $ 5,354 $11,324 ========== ======== ======== 64 The Company also assumes group and individual life insurance from Companion. The amounts assumed by the Company and included in the statutory statements of admitted assets, liabilities and surplus were as follows: 1996 1995 Aggregate reserve for policies and contracts $ 3,749 $ 3,736 ======== ======= Policy and contract claims $ 2,125 $ 2,430 ======== ======= The amounts assumed by the Company and included in the statutory statements of income were as follows: 1996 1995 1994 Premium considerations $ 2,668 $ 4,268 $5,018 ======== ======= ======= Policyholder and beneficiary benefits $ 2,390 $ 3,061 $4,413 ======== ======= ======= 7. REINSURANCE In the normal course of business, the Company assumes and cedes reinsurance. The ceding of reinsurance does not discharge an insurer from its primary legal liability to a policyholder. The Company remains liable to the extent that a reinsurer is unable to meet its obligations. The reconciliation of total premiums to net premiums is as follows: 1996 1995 1994 Direct $ 1,641,295 $ 1,658,506 $ 1,622,903 Assumed 26,581 27,496 25,317 Ceded (382,369) (407,613) (449,231) ---------- ---------- --------- Net $ 1,285,507 $ 1,278,389 $ 1,198,989 ============ ============ =========== 8. CREDIT ARRANGEMENTS The Company and Mutual of Omaha are authorized by their Boards of Directors to borrow a maximum of $50,000 on a joint basis under lines of credit. At December 31, 1996, the Company had no outstanding borrowings against its uncommitted, uncollateralized revolving lines of credit. Interest rates applicable to borrowings under the Companies' lines of credit arrangements are negotiated with the lender at the time of borrowing. 9. CONTINGENT LIABILITIES Various lawsuits have arisen in the ordinary course of the Company's business. The Company believes that its defenses are meritorious and the eventual outcome of those lawsuits will not have a material effect on the Company's financial position. 65 10. DEPOSIT FUNDS The estimated fair value and statement value of guaranteed investment and select maturity contracts were: 1996 1995 Estimated fair value $ 1,200,031 $ 1,355,355 ============ =========== Statement value $ 1,247,546 $ 1,315,730 ============ =========== Fair values for the Company's insurance liabilities other than those for investment-type insurance contracts are not required to be disclosed. However, the fair values of liabilities under all insurance contracts are taken into consideration in the Company's overall management of interest-rate risk, which minimizes exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts. At December 31, 1996 and 1995, the Company held annuity reserves and deposit fund liabilities of $1,092,555 and $954,862, respectively, that were subject to discretionary withdrawal at book value with a surrender charge of less than 5%. 11. STOCKHOLDER DIVIDENDS Regulatory restrictions limit the amount of dividends available for distribution without prior approval of regulatory authorities. The maximum amount of dividends which can be paid to the stockholder without prior approval of the Director of Insurance of the State of Nebraska is the greater of 10% of the insurer's surplus as of the previous December 31 or net gain from operations for the previous twelve month period ending December 31. Based upon these restrictions, the Company is permitted a maximum dividend distribution of $52,582 in 1997. 12. BUSINESS RISKS The Company is subject to regulation by state insurance departments and undergoes periodic examinations by those departments. The following is a description of the most significant risks facing life and health insurers and how the Company manages those risks: LEGAL/REGULATORY RISK is the risk that changes in the legal or regulatory environment in which an insurer operates will occur and create additional costs or expenses not anticipated by the insurer in pricing its products. The Company mitigates this risk by operating throughout the United States, thus reducing its exposure to any single jurisdiction, and by diversifying its products. CREDIT RISK is the risk that issuers of securities owned by the Company will default, or that other parties, including reinsurers which owe the Company money, will not pay. The Company minimizes this risk by adhering to a conservative investment strategy and by maintaining sound reinsurance, credit and collection policies. 66 INTEREST-RATE RISK is the risk that interest rates will change and cause a decrease in the value of an insurer's investments. The Company mitigates this risk by attempting to match the maturity schedule of its assets with the expected payouts of its liabilities. To the extent that liabilities come due more quickly than assets mature, the Company may have to sell assets prior to maturity and recognize a gain or loss. 13. EXPENSE REALIGNMENT COSTS In March 1996, the Company and its affiliates (the Companies) announced the elimination of approximately 1,000 positions as a part of the initiative to reduce operating costs 15% by the end of 1997. The Companies incurred approximately $27,300 of severance and related costs, consulting fees and other one-time costs associated with expense realignment activities during 1996. 67 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 AND FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 68 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS SEPTEMBER 30, 1997 AND DECEMBER 31, 1996 (IN THOUSANDS) - ----------------------------------------------------------------------------- UNAUDITED) PTEMBER 30, DECEMBER 31, ADMITTED ASSETS 1997 1996 Cash and invested assets : Bonds $ 6,777,460 $ 6,194,033 Preferred stocks 2,967 2,967 Common stocks 99,403 206,792 Mortgage loans 763,884 914,877 Real estate occupied by the Company 83,459 85,958 Real estate acquired in satisfaction of debt 25,178 47,288 Investment in real estate 2,468 9,930 Policy loans 123,766 118,150 Cash and short-term investments 26,977 117,502 Other invested assets 78,609 70,027 ------- ------ Total cash and invested assets 7,984,171 7,767,524 Premiums deferred and uncollected 100,575 94,802 Investment income due and accrued 80,794 75,193 Electronic data processing equipment, net 41,745 44,971 Receivable from parent, subsidiaries and affiliates 26,932 8,075 Other assets 50,631 47,050 Separate accounts assets 849,326 499,423 -------- ------- Total admitted assets $ 9,134,174 $ 8,537,038 =========== =========== LIABILITIES Policy reserves: Aggregate reserve for policies and contracts $ 5,798,953 $ 5,427,996 Liability for premium and other deposit funds 1,549,044 1,670,294 Policy and contract claims 59,789 49,317 Other 74,080 74,171 ------- ------ Total policy reserves 7,481,866 7,221,778 Interest maintenance reserve 21,358 26,872 Asset valuation reserve 97,862 114,495 General expenses and taxes due or accrued 39,676 35,147 Federal income taxes due or accrued 15,774 20,241 Other liabilities 62,006 84,293 Separate accounts liabilities 849,289 499,392 -------- ------- Total liabilities 8,567,831 8,002,218 ---------- --------- SURPLUS Capital stock, $10 par value, 900,000 shares authorized and outstanding 9,000 9,000 Gross paid-in and contributed surplus 62,724 62,724 Unassigned surplus 494,619 463,096 -------- ------- Total surplus 566,343 534,820 -------- ------- Total liabilities and surplus $ 9,134,174 $ 8,537,038 ============ =========== The accompanying note is an integral part of these statutory financial statements. 69 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF INCOME FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 (IN THOUSANDS) - -------------------------------------------------------------------------------- (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, -------------------------- 1997 1996 Income: Net premiums and annuity considerations $ 898,698 $ 984,046 Other considerations and fund deposits 227,122 197,722 Net investment income 428,725 405,857 Other income 19,010 15,072 ------- ------ Total income 1,573,555 1,602,697 ---------- --------- Benefits and expenses: Policyholder and beneficiary benefits 763,190 680,353 Increase in reserves for policyholder and beneficiary benefits 297,068 439,956 Commissions 100,381 94,304 Operating expenses 147,853 117,639 Expense realignment costs 2,511 5,848 Net transfers to separate accounts 207,049 217,440 -------- ------- Total benefits and expenses 1,518,052 1,555,540 ---------- --------- Net gain from operations before federal income taxes and net realized capital gains 55,503 47,157 Federal income taxes 30,027 27,300 ------- ------ Net gain from operations before net realized capital gains 25,476 19,857 Net realized capital gains 43,798 24,310 ------- ------ Net income $ 69,274 $ 44,167 ========= ======== The accompanying note is an integral part of these statutory financial statements. 70 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF CHANGES IN SURPLUS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS) - -------------------------------------------------------------------------------- (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, ------------------------------ 1997 1996 Capital stock: Balance at beginning and end of year $ 9,000 $ 9,000 -------- ------- Gross paid-in and contributed surplus: Balance at beginning and end of year 62,724 62,724 ------- ------ Unassigned surplus: Balance at beginning of year 463,096 440,889 Net income 69,274 54,608 Change in net unrealized capital gains (losses) (49,203) (23,064) (Increase) decrease in: Non-admitted assets (5,481) 2,561 Asset valuation reserve 16,633 (8,150) Other, net 300 (3,748) ---- ------- Balance at end of year 494,619 463,096 -------- ------- Total surplus $ 566,343 $ 534,820 ========== ========= The accompanying note is an integral part of these statutory financial statements. 70 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) STATUTORY STATEMENTS OF CASH FLOWS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 (IN THOUSANDS) - -------------------------------------------------------------------------------- (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, ---------------------------- 1997 1996 Cash from operations: Premiums, considerations and other fund deposits $ 1,120,022 $ 1,194,843 Net investment income 417,623 393,799 Other income 18,544 26,491 Benefits (756,983) (675,729) Commissions and general expenses (245,446) (228,267) Federal income taxes (52,147) (32,700) Net transfers to separate accounts (218,176) (217,413) ---------- --------- Net cash from operations 283,437 461,024 -------- ------- Cash from investments: Proceeds from investments sold, redeemed or matured: Bonds 751,560 623,438 Mortgage loans 169,254 97,754 Stocks 130,358 45,191 Real estate 37,061 13,355 Other invested assets 16,956 4,681 Tax on capital gains (4,472) (9,665) Cost of investments acquired: Bonds (1,325,408) (1,242,383) Mortgage loans (18,454) (17,044) Stocks (11,902) (19,689) Other invested assets (22,826) (31,971) Real estate (11,536) (3,699) Net increase in policy loans (5,619) (5,430) -------- ------- Net cash from investments (295,028) (545,462) ---------- --------- Cash from financing and other sources: Other cash provided 10,796 24,447 Other cash used (89,730) (10,341) --------- -------- Net cash from financing and other sources (78,934) 14,106 --------- ------ Net change in cash and short-term investments (90,525) (70,332) Cash and short-term investments: Beginning of year 117,502 176,000 -------- ------- End of period $ 26,977 $ 105,668 ========= ========= The accompanying note is an integral part of these statutory financial statements. 72 UNITED OF OMAHA LIFE INSURANCE COMPANY (A WHOLLY-OWNED SUBSIDIARY OF MUTUAL OF OMAHA INSURANCE COMPANY) NOTE TO STATUTORY FINANCIAL STATEMENTS FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1997 AND 1996 - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION United of Omaha Life Insurance Company (the Company) is a wholly-owned subsidiary of Mutual of Omaha Insurance Company, a mutual life and health and accident insurance company domiciled in the State of Nebraska. The accompanying interim statutory financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Insurance Department of the State of Nebraska. Prescribed statutory accounting practices are contained in a variety of publications of the National Association of Insurance Commissioners (NAIC), as well as state laws, regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices which may not necessarily be prescribed but are not prohibited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results of operations for the nine months ended September 30, 1997, are not necessarily indicative of the results that may be expected for further periods. For future information, refer to the audited financial statements and footnotes hereto of United of Omaha Life Insurance Company for the year ended December 31, 1996. The accompanying statutory financial statements vary in some respects from those that would be presented in conformity with generally accepted accounting principles. The most significant differences include: (a) bonds are generally carried at amortized cost rather than being valued at either amortized cost or fair value based on their classification according to the Company's ability and intent to hold or trade the securities; (b) acquisition costs, such as commissions and other costs related to acquiring new business, are charged to operations as incurred and not deferred, whereas premiums are taken into income on a pro rata basis over the respective term of the policies; (c) deferred federal income taxes are not provided for temporary differences between tax and financial reporting; (d) no provision has been made for federal income taxes on unrealized appreciation of investments which are carried at market value; (e) asset valuation reserves (AVR) and interest maintenance reserves (IMR) are established; (f) different actuarial assumptions are used for calculating certain policy reserves; and (g) changes in certain assets designated as "non-admitted" assets have been charged to unassigned surplus. The aggregate effect of the foregoing differences on the accompanying statutory financial statements has not been determined, but are presumed to be material. 73 - ----------------------------------------------------------- FINANCIAL STATEMENTS UNITED OF OMAHA SEPARATE ACCOUNT B FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT AS OF DECEMBER 31, 1997 AND FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997 74 INDEPENDENT AUDITORS' REPORT To the Board of Directors United of Omaha Life Insurance Company We have audited the accompanying statement of net assets of United of Omaha Separate Account B as of December 31, 1997, and the related statements of operations and changes in net assets for the period from August 13, 1997 (inception) to December 31, 1997. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements are the responsibility of the Company's management. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United of Omaha Separate Account B as of December 31, 1997, and the results of its operations and changes in its net assets for the period from August 13, 1997 (inception) to December 31, 1997 in conformity with generally accepted accounting principles. /s/ Deloitte & Touche LLP Deloitte & Touche LLP February 2, 1998 75 UNITED OF OMAHA SEPARATE ACCOUNT B STATEMENT OF NET ASSETS DECEMBER 31, 1997 - -------------------------------------------------------------------------------- T. ROWE FIDELITY SCUDDER PRICE PIONEER FEDERATED ALGER ------------ --------------- ----------- ----------------------- ---------------- PRIME AMERICAN EQUITY - EQUITY CAPITAL MONEY SMALL ASSETS INCOME INTERNATIONAL INCOME GROWTH FUND II CAPITALIZATION TOTAL Investments in portfolio shares, at cost $ 16,898 $ 16,894 $ 17,474 $ 16,899 $ - $ 16,900 $ 85,065 ========= ========= ========= ======== ==== ========= ======== Investments in portfolio shares, at market value $ 17,281 $ 16,614 $ 17,560 $ 16,359 $ - $ 16,025 $ 83,839 --------- --------- --------- -------- ---- --------- -------- Net assets $ 17,281 $ 16,614 $ 17,560 $ 16,359 $ - $ 16,025 $ 83,839 ========= ========= ========= ======== ==== ========= ======== Accumulation units outstanding 1,639 1,762 1,629 1,613 - 1,576 - ====== ====== ====== ===== == ====== = Net asset value per unit $ 10.54 $ 9.43 $ 10.78 $ 10.14 $ - $ 10.17 $ - ======== ======= ======== ======= ==== ======== === The accompanying notes are an integral part of these financial statements. 76 UNITED OF OMAHA SEPARATE ACCOUNT B STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997 - -------------------------------------------------------------------------------- ------------------------------------ T. ROWE FIDELITY SCUDDER PRICE PIONEER FEDERATED ALGER ------------- ------------- ----------- ---------- ----------- ------------ PRIME AMERICAN EQUITY - EQUITY CAPITAL MONEY SMALL INCOME INTERNATIONAL INCOME GROWTH FUND II CAPITALIZATION TOTAL Investment income: Reinvested dividends $ - $ - $ 575 $ - $ 181 $ - $ 756 Account charges (Note 2) (60) (61) (60) (58) (151) (58) (448) ----- ----- ----- ----- ------ ----- ----- Net investment income (expense) (60) (61) 515 (58) 30 (58) 308 ----- ----- ---- ----- --- ----- Gains (losses) on investments: Net realized gains (losses) 1 (3) 2 - - 2 2 Net change in unrealized gains (losses) 383 (279) 86 (539) - (875) (1,224) ---- ------ --- ------ -- ------ ------- Net gains (losses) on investments 384 (282) 88 (539) - (873) (1,222) ---- ------ --- ------ -- ------ ------- Increase (decrease) in net assets for operations 324 (343) 603 (597) 30 (931) (914) === ===== === ==== === ===== ===== The accompanying notes are an integral part of these financial statements. 77 UNITED OF OMAHA SEPARATE ACCOUNT B STATEMENT OF CHANGES IN NET ASSETS FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997 - -------------------------------------------------------------------------------- --------------------------------------- T. ROWE FIDELITY SCUDDER PRICE PIONEER FEDERATED ALGER --------- ---------- --------- -------------------- ---------- PRIME AMERICAN EQUITY - EQUITY CAPITAL MONEY SMALL INCOME INTERNATIONAL INCOME GROWTH FUND II CAPITALIZATION TOTAL From operations: Net investment income (expense) $ (60) $ (61) $ 515 $ (58) $ 30 $ (58) $ 308 Net realized gains (losses) 1 (3) 2 - - 2 2 Net change in unrealized gains (losses) 383 (279) 86 (539) - (875) (1,224) ---- ------ --- ------ -- ------ ------- 324 (343) 603 (597) 30 (931) (914) ---- ------ ---- ------ --- ------ ----- From policyowner transactions: Policy purchases 84,753 84,753 Policy transfers 16,957 16,957 16,957 16,956 (84,753) 16,956 - -------- -------- 16,957 16,957 16,957 16,956 (30) 16,956 84,783 ------- ------- ------- ------- ------- -------- -------- Increase in net assets 17,281 16,614 17,560 16,359 - 16,025 83,839 Net assets, beginning of year - - - - - - - -- -- -- -- -- -- - Net assets, end of year $ 17,281 $ 16,614 $ 17,560 $ 16,359 $ - $ 16,025 $ 83,839 ========= ========= ========= ========= ==== ========= ======== Accumulation unit purchases 1,645 1,768 1,635 1,619 84,783 1,582 - Accumulation unit withdrawals 6 6 6 6 84,783 6 - -- -- -- -- ------- -- - Net increase in units outstanding 1,639 1,762 1,629 1,613 - 1,576 - Units outstanding, beginning of year - - - - - - - -- -- -- -- -- -- - Units outstanding, end of year 1,639 1,762 1,629 1,613 - 1,576 - ====== ====== ====== ====== == ====== = The accompanying notes are an integral part of these financial statements. 78 UNITED OF OMAHA SEPARATE ACCOUNT B NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND FOR THE PERIOD FROM AUGUST 13, 1997 (INCEPTION) TO DECEMBER 31, 1997 - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES United of Omaha Separate Account B (Separate Account) was established by United of Omaha Life Insurance Company on August 13, 1997, under procedures established by Nebraska law, and is registered as a unit investment trust under the Investment Company Act of 1940, as amended. The Separate Account is a segregated investment account of United of Omaha Life Insurance Company (United of Omaha). It is divided into sub-accounts, each of which invests exclusively in shares of a corresponding mutual fund portfolio. The available portfolios are: ALGER FEDERATED American Growth Prime Money Fund II American Small Capitalization U.S. Government Securities FIDELITY MFS Asset Manager: Growth Emerging Growth Equity Income High Income Fund Contrafund Research Index 500 World Government Value Series PIONEER SCUDDER Capital Growth Global Discovery Real Estate Growth & Income International T. ROWE PRICE Equity Income International Limited Term Bond New America Growth Personal Strategy Balanced The following significant accounting policies, which are in conformity with generally accepted accounting principles for unit investment trust, are consistently used in the preparation of its financial statements. SECURITY VALUATION TRANSACTIONS AND RELATED INVESTMENT INCOME: Investments in mutual funds are recorded at their net asset value. Investment transactions are accounted for on the trade date (date the order to buy or sell is executed) and dividend income is recorded on the ex-dividend date. FEDERAL INCOME TAXES: Operations of the Separate Account are part of, and are taxed with, the operations of United of Omaha, which is taxed as a "life insurance company" under the Internal Revenue Code. 2. ACCOUNT CHARGES United of Omaha deducts an administrative charge on each monthly deduction date. This charge is set at an annual rate of 0.24% of the accumulation value on each monthly deduction date. A tax expense charge will be deducted as part of the monthly deduction from the accumulation value on each monthly deduction date for the first ten policy years. The annual rate of this charge is 0.39% of the accumulation value to reimburse United of Omaha for state premium taxes, federal deferred acquisition cost taxes, and related administrative expenses. 79 United of Omaha deducts a monthly charge as compensation for the mortality and expense risks assumed by United of Omaha. The charge is equal to an annual rate of 0.90% of the accumulation value on each monthly deduction date. United of Omaha deducts a monthly charge from the entire accumulation value. This deduction includes an expense charge of 1.53% annualized for the first ten policy years and 1.14% for policy years thereafter, plus the cost of insurance charge. The cost of insurance charge is based on the duration of the policy and the insured's rate class as follows: Policy Year Accumulation Accumulation VALUE VALUE OF $45,000 GREATER THAN OR LESS $45,000 PREFERRED RATE CLASS 1-10 0.70 % 0.60 % 11 and later 0.60 % 0.50 % STANDARD RATE CLASS 1-10 1.30 % 1.20 % 11 and later 0.94 % 0.84 % United of Omaha may charge a $10 fee for any transfer in excess of 12 transfers per policy year. This charge is deducted from the amount transferred. A surrender charge will be deducted on a full surrender or a partial withdrawal from the amount requested to be surrendered. The amount of the charge will depend upon the period of time since the premium was paid, calculated as follows: SURRENDER YEARS SINCE PREMIUM PAYMENT CHARGE 1 9.5 % 2 9.5 % 3 9.5 % 4 9.0 % 5 7.5 % 6 6.0 % 7 4.5 % 8 3.0 % 9 1.5 % 10 & later - 80 3. NET ASSETS Total net assets (policyowners' cumulative investment accounts) consist of the following at December 31, 1997: T. ROWE FIDELITY SCUDDER PRICE PIONEER FEDERATED ALGER ------------ --------------- -------------- ------------- ----------- -------------- AMERICAN EQUITY EQUITY CAPITAL MONEY SMALL INCOME INTERNATIONAL INCOME GROWTH MARKET CAPITALIZATION TOTAL Shares purchased $ 16,957 $ 16,957 $ 16,957 $ 16,956 $ 84,753 $ 16,956 $ 169,536 Shares sold - - - - (84,783) - (84,783) Investment income (expense) (60) (61) 515 (58) 30 (58) 308 Net realized gains (losses) 1 (3) 2 - - 2 2 Unrealized gains (losses) on investments 383 (279) 86 (539) - (875) (1,224) ---- ------ --- ------ -- ------ ------- Net assets at December 31, 1997 $ 17,281 $ 16,614 $ 17,560 $ 16,359 $ - $ 16,025 $ 83,839 ========= ========= ========= ========= ==== ========= ======== 81 APPENDIX A VARIABLE PAYOUT OPTIONS You may choose payout Options 2, 4 or 6 to be paid as variable payments. Variable payments vary according to the net investment return of the Subaccounts chosen. If variable payments are being made under Option 2 or 6 and do not involve life contingencies, then you may surrender the policy and receive the commuted value of any unpaid payments. FIRST VARIABLE PAYMENT We will compute the dollar amount of the first monthly variable payment by applying all or part of the Proceeds to the Variable Payout Options table shown in the policy for the payout option you choose. The table shows the dollar amount of monthly payment that you can buy with each $1000 of Proceeds. If you have chosen more than one Subaccount, we will apply the accumulation value of each Subaccount separately to the Variable Payout Options table. The total amount of the first variable payment equals the sum of the payment amounts payable for each Subaccount. SECOND AND LATER VARIABLE PAYMENTS The dollar amount of the second and later variable payments is not set. It may change from month to month. We will compute the payment on the 10th Valuation Date before the payment is due. The amount of each variable payment after the first equals: (a) the sum of the number of variable payment units under each Subaccount; multiplied by (b) the current variable payment unit value for each Subaccount as of the date we compute the payment. A variable payment unit is a measuring unit used in computing the amount of the variable payments. The value of a variable payment unit for each Subaccount will vary with the net investment return of the Subaccount. VARIABLE PAYMENT UNIT VALUE The current value of a variable payment unit for each Subaccount is: (a) the value as of the date we computed the last payment; multiplied by (b) the Net Investment Factor for the Subaccount as of the date on which we are computing the current payment. The Net Investment Factor is figured by dividing (a) by (b), then subtracting (c) from the result, then multiplying by the offset factor described below. The values of (a), (b) and (c) are defined as follows: (a) is the net result of (1) the Net Asset Value of a Portfolio share held in a Subaccount as of the end of the current payment period; plus or minus (2) a per share credit or charge for any taxes we incurred since the last computation date that were charged to the operation of the subaccount. (b) is the Net Asset Value of a Portfolio share held in the Subaccount as of the beginning of the current payment period. (c) is the asset charge factor that reflects the expense charges deducted from the Variable Account. This factor is equal, on an annual basis, to 1.20% of the daily net asset value of the Variable Account. The result of the calculation described above is then multiplied by a factor that offsets the assumed investment rate upon which the Variable Payout Options table is based. This allows the actual investment rate to be credited. For a one-day Valuation Period the factor is 0.99989255, using an assumed investment rate of 4% per year. NUMBER OF VARIABLE PAYMENT UNITS The number of variable payment units payable for each Subaccount equals: (a) the amount of the first monthly variable payment payable for that Subaccount; divided by (b) the variable payment unit value for that Subaccount as of the 10th Valuation Date before the first variable payment is made. The number of variable payment units payable for each Subaccount is fixed when we compute the first variable payment. The number remains fixed unless you exchange variable payment units between Subaccounts. The number of variable payment units will not change as a result of investment experience. We guarantee that the dollar amount of each variable payment after the first will not be affected by actual expenses or changes in mortality experience. EXCHANGE OF VARIABLE PAYMENT UNITS After the first variable payment is made, you may exchange the value of a specified number of variable payment units of one Subaccount for variable payment units of another Subaccount or the Fixed Account. You may not exchange variable payment units of the Fixed Account for variable payment units of the Subaccounts. The value of the variable payment units being exchanged will be the value for the Valuation Period during which we receive your request for the exchange. The value of the new variable payment units will be such that the dollar amount of a payment made on the date of the exchange would not change as a result of the exchange. No more than four exchanges may be made each year. VARIABLE PAYOUT OPTIONS TABLE MONTHLY PAYOUTS PER $1,000 BASED ON 4.00% INTEREST AND 1983A MORTALITY TABLE ALB PROJECTED 20 YEARS WITH PROJECTION SCALE 'G' - ----------------------------------------------------------------------------------------------- FEMALE RATES MALE RATES - ---------------------------------------------- ------------------------------------------------ Age 20 Year 10 Life Installme20 10 Year Life Installment Age Certain Year Only Refund Year Certain Only Refund & Life Certain Certain & Life & Life & Life - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 0 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 0 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 1 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 1 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 2 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 2 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 3 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 3 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 4 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 4 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 5 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 5 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 6 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 6 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 7 3.44 3.44 3.44 3.44 3.49 3.49 3.50 3.49 7 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 8 3.44 3.45 3.45 3.44 3.50 3.50 3.51 3.50 8 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 9 3.45 3.45 3.45 3.45 3.51 3.51 3.51 3.50 9 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 10 3.46 3.46 3.46 3.46 3.52 3.52 3.53 3.51 10 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 11 3.47 3.47 3.47 3.47 3.53 3.53 3.53 3.52 11 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 12 3.48 3.48 3.48 3.47 3.54 3.54 3.54 3.53 12 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 13 3.48 3.49 3.49 3.48 3.55 3.55 3.56 3.54 13 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 14 3.49 3.50 3.50 3.49 3.56 3.57 3.57 3.56 14 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 15 3.50 3.51 3.51 3.50 3.57 3.58 3.58 3.57 15 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 16 3.51 3.51 3.52 3.51 3.58 3.59 3.59 3.58 16 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 17 3.52 3.53 3.53 3.52 3.60 3.60 3.60 3.59 17 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 18 3.53 3.54 3.54 3.53 3.61 3.62 3.62 3.60 18 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 19 3.54 3.55 3.55 3.54 3.62 3.63 3.63 3.62 19 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 20 3.55 3.56 3.56 3.55 3.64 3.64 3.65 3.63 20 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 21 3.57 357 3.57 3.56 3.65 3.66 3.66 3.65 21 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 22 3.58 3.58 3.58 3.58 3.67 3.67 3.68 3.66 22 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 23 3.59 3.60 3.60 3.59 3.68 3.69 3.70 3.68 23 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 24 3.61 3.61 3.61 3.60 3.70 3.71 3.71 3.70 24 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 25 3.62 3.62 3.63 3.62 3.72 3.73 3.73 3.71 25 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 26 3.63 3.64 3.64 3.63 3.74 3.75 3.75 3.73 26 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 27 3.65 3.65 3.66 3.65 3.76 3.77 3.77 3.75 27 - --------- --------- -------- -------- -------- ---------- --------- ---------- ------- 28 3.67 3.67 3.67 3.66 3.78 3.79 3.79 3.77 28 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 29 3.68 3.69 3.69 3.68 3.80 3.81 3.81 3.79 29 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 30 3.70 3.71 3.71 3.70 3.82 3.83 3.84 3.81 30 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 31 3.72 3.73 3.73 3.72 3.84 3.86 3.86 3.84 31 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 32 3.74 3.75 3.75 3.74 3.87 3.88 3.89 3.86 32 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 33 3.76 3.77 3.77 3.76 3.89 3.91 3.91 3.89 33 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 34 3.78 3.79 3.79 3.78 3.92 3.94 3.94 3.92 34 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 35 3.80 3.81 3.81 3.80 3.95 3.97 3.97 3.94 35 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 36 3.82 3.84 3.84 3.82 3.97 4.00 4.00 3.97 36 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 37 3.85 3.86 3.86 3.85 4.00 4.03 4.04 4.00 37 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 38 3.87 3.89 3.89 3.87 4.04 4.07 4.07 4.03 38 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 39 3.90 3.92 3.92 3.90 4.07 4.10 4.11 4.06 39 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 40 3.93 3.95 3.95 3.93 4.10 4.14 4.15 4.10 40 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 41 3.96 3.98 3.98 3.96 4.14 4.18 4.19 4.14 41 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 42 3.99 4.01 4.01 3.99 4.18 4.22 4.24 4.18 42 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 43 4.02 4.04 4.05 4.02 4.22 4.27 4.28 4.21 43 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 44 4.05 4.08 4.09 4.05 4.25 4.32 4.33 4.25 44 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 45 4.09 4.12 4.13 4.09 4.30 4.36 4.38 4.30 45 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 46 4.13 4.16 4.17 4.13 4.34 4.41 4.43 4.35 46 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 47 4.16 4.20 4.21 4.16 4.38 4.47 4.49 4.39 47 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 48 4.20 4.24 4.25 4.20 4.43 4.52 4.55 4.44 48 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 49 4.24 4.29 4.30 4.24 4.48 4.58 4.61 4.49 49 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 50 4.29 4.34 4.35 4.29 4.53 4.64 4.68 4.55 50 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 51 4.33 4.39 4.40 4.34 4.58 4.70 4.74 4.61 51 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 52 4.38 4.44 4.46 4.39 4.63 4.77 4.81 4.67 52 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 53 4.43 4.50 4.52 4.44 4.69 4.84 4.89 4.73 53 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 54 4.48 4.56 4.58 4.49 4.74 4.91 4.97 4.80 54 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 55 4.53 4.62 4.65 4.56 4.80 4.99 5.06 4.87 55 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 56 4.59 4.69 4.72 4.62 4.86 5.08 5.14 4.94 56 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 57 4.65 4.76 4.79 4.68 4.92 5.16 5.24 5.02 57 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 58 4.71 4.83 4.87 4.74 4.98 5.25 5.34 5.10 58 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 59 4.77 4.91 4.96 4.82 5.04 5.35 5.45 5.19 59 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 60 4.83 5.00 5.05 4.89 5.01 5.45 5.57 5.28 60 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 61 4.89 5.08 5.14 4.97 5.17 5.56 5.69 5.37 61 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 62 4.96 5.18 5.24 5.06 5.23 5.67 5.82 5.47 62 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 63 5.03 5.28 5.35 5.14 5.29 5.79 5.97 5.58 63 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 64 5.09 5.38 5.47 5.24 5.35 5.92 6.11 5.69 64 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 65 5.16 5.49 5.59 5.34 5.41 6.05 6.28 5.81 65 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 66 5.23 5.61 5.72 5.45 5.47 6.19 6.45 5.93 66 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 67 5.30 5.74 5.86 5.56 5.52 6.32 6.63 6.06 67 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 68 5.37 5.86 6.02 5.68 5.58 6.47 6.84 6.20 68 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 69 5.43 6.00 6.18 5.80 5.63 6.62 7.05 6.35 69 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 70 5.50 6.15 6.36 5.93 5.67 6.78 7.28 6.50 70 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 71 5.56 6.30 6.55 6.07 5.72 6.94 7.51 6.64 71 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 72 5.61 6.46 6.76 6.22 5.76 7.10 7.77 6.82 72 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 73 5.67 6.63 6.99 6.37 5.80 7.27 8.04 6.99 73 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 74 5.72 6.80 7.23 6.55 5.83 7.43 8.33 7.17 74 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 75 5.76 6.99 7.49 6.72 5.86 7.60 8.64 7.37 75 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 76 5.80 7.17 7.77 6.91 5.89 7.77 8.97 7.57 76 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 77 5.83 7.36 8.07 7.11 5.91 7.94 9.32 7.78 77 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 78 5.86 7.55 8.40 7.33 5.93 8.11 9.70 8.01 78 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 79 5.89 7.74 8.75 7.55 5.94 8.28 10.10 8.25 79 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 80 5.91 7.93 9.14 7.78 5.96 8.44 10.54 8.50 80 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 81 5.93 8.12 9.55 8.03 5.97 8.60 10.99 8.76 81 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 82 5.95 8.31 9.99 8.30 5.98 8.75 11.49 9.03 82 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 83 5.96 8.49 10.47 8.57 5.98 8.89 12.01 9.33 83 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 84 5.97 8.66 10.99 8.86 5.99 9.03 12.57 9.62 84 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 85 5.98 8.82 11.56 9.18 6.00 9.16 13.14 9.94 85 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 86 5.99 8.97 12.17 9.49 6.00 9.28 13.77 10.28 86 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 87 5.99 9.11 12.80 9.82 6.00 9.38 14.44 10.62 87 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 88 6.00 9.24 13.51 10.17 6.00 9.48 15.18 11.00 88 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 89 6.00 9.35 14.25 10.53 6.00 9.58 16.96 11.38 89 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 90 6.00 9.46 15.04 10.90 6.00 9.66 15.80 11.81 90 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 91 6.00 9.56 15.81 11.29 6.00 9.74 17.62 12.22 91 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 92 6.00 9.63 16.60 11.69 6.00 9.79 18.52 12.65 92 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 93 6.00 9.71 17.43 12.10 6.00 9.85 19.47 13.15 93 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 94 6.00 9.78 18.32 12.53 6.00 9.90 20.48 13.66 94 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- 95 6.00 9.84 19.20 12.99 6.00 9.94 21.59 14.21 95 - --------- --------- -------- -------- -------- -------- ---------- --------- ---------- ------- PART II - OTHER INFORMATION UNDERTAKING TO FILE REPORTS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section. RULE 484 UNDERTAKING By a Resolution adopted May 21, 1996, United's Board of Directors provides for indemnification of a director, officer or employee to the full extent of the law. Generally, the Nebraska Business Corporation Act permits indemnification against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if the indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification shall be made in any type of action by or in the right of United if the proposed indemnitee is adjudged to be liable for negligence or misconduct in the performance of his or her duty to United, unless a court determines otherwise. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of United pursuant to the foregoing provisions, or otherwise, United has been advised that in the opinion of the Securities and Exchange Commission such indemnification may be against public policy as expressed in the Act and may be, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by United of expenses incurred or paid by a director, officer, or controlling person of United in the successful defense of any action, suite or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, United will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. REPRESENTATION PURSUANT TO SECTION 26(E) United of Omaha Life Insurance Company represents that the fees and charges under the Policy, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by United of Omaha Life Insurance Company. CONTENTS OF REGISTRATION STATEMENT This Registration Statement consists of the following papers and documents: The facing sheet. A reconciliation and tie of the information shown in the prospectus with the items of Form N-8B-2. The prospectus. The undertaking to file reports. The Rule 484 Undertaking. The Section 26(e) Representation. The signatures. Written consents of the following persons: Independent Auditors (included in Exhibit 7) Kenneth W. Reitz, Esquire (included in Exhibit 2) Robert E. Hupf, F.S.A., M.A.A.A. (included in Exhibit 6) The following exhibits: EXHIBIT INDEX Exhibit No. Description of Exhibit 1.A. (1) Resolution of the Board of Directors of United of Omaha Life Insurance Company establishing the Variable Account. * (2) None. (3)(a) Principal Underwriter Agreement by and between United of Omaha Life Insurance Company, on its own behalf and on behalf of the Variable Account, and Mutual of Omaha Investor Services.* (b) Form of Broker/Dealer Supervision and Sales Agreement by and between Mutual of Omaha Investor Services, Inc. and the Broker/ Dealer. ** (c) Commission Schedule for Policies. (4) None. (5)(a) Form of Policy for the ULTRALIFE flexible premium variable life insurance policy. **** (b) Forms of Riders to the Policy. **** (6)(a) Articles of Incorporation of United of Omaha Life Insurance Company. ** (b) Bylaws of United of Omaha Life Insurance Company. * (7) None. (8)(a) Participation Agreement by and between United of Omaha Life Insurance Company and the Alger American Fund. ** (b) Participation Agreement by and between United of Omaha Life Insurance Company and the Insurance Management Series. ** (c) Participation Agreement by and between United of Omaha Life Insurance Company and the Fidelity VIP Fund and Fidelity VIP Fund II. ** (d) Participation Agreement by and between United of Omaha Life Insurance Company and MFS Variable Insurance Trust. ** (e) Participation Agreement by and between United of Omaha Life Insurance Company and Pioneer Variable Contracts Trust. ** (f) Participation Agreement by and between United of Omaha Life Insurance Company and the Scudder Variable Life Investment Fund. ** (g) Participation Agreement by and between United of Omaha Life Insurance Company and T. Rowe Price International Series, T. Rowe Price Fixed Income Series, and T. Rowe Price Equity Series. ** (9) None. (10) Form of Application for the United of Omaha Life Insurance Company ULTRALIFE Flexible Premium Variable Life Insurance Policy. (11) Issuance, Transfer and Redemption Memorandum 2. Opinion and Consent of Counsel.**** 3. Not Applicable. 4. Not Applicable. 5. Not Applicable. 6. Opinion and Consent of Actuary.**** 7. Consents of Independent Auditors. 8. None 9. Powers of Attorney. *** * Incorporated by Reference to the Registration Statement for United of Omaha Separate Account B filed on December 27, 1996 (File No. 333-18881). ** Incorporated by Reference to the Registration Statement for United of Omaha Separate Account C filed on April 24, 1997 (File No. 33-89848). *** Incorporated by Reference to the Pre-Effective Amendment No. 1 to the Registration Statement for United of Omaha Separate Account B filed on June 20, 1997 (File No. 333-18881). **** Incorporated by Reference to the Registration Statement for United of Omaha Separate Account B filed on September 15, 1997 (File No. 333-35587). SIGNATURES As required by the Securities Act of 1933, the Registrant has caused this Pre-Effective Amendment to the Registration Statement to be signed on its behalf, in the City of Omaha and State of Nebraska, on February 5, 1998. UNITED OF OMAHA SEPARATE ACCOUNT B (Registrant) UNITED OF OMAHA LIFE INSURANCE COMPANY (Depositor) /s/Kenneth W. Reitz By: Kenneth W. Reitz As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the duties indicated: Signatures Title Date _____*____________________ Chairman of the Board 2/5/98 Thomas J. Skutt _____*____________________ Vice-Chairman of the Board, 2/5/98 John W. Weekly Chief Executive Officer _____*____________________ Director, President 2/5/98 John A. Sturgeon _____*____________________ Executive V.P., 2/5/98 Tommie D. Thompson Corporate Comptroller (Principal Financial Officer, and Principal Accounting Officer) _____*____________________ 2/5/98 - Samuel L. Foggie Director _____*__________________ 2/5/98 - Hugh V. Plunkett, III Director _____*___________________ 2/5/98 - Richard J. Sampson Director _____*___________________ 2/5/98 - Oscar S. Straus Director ________________________ 2/5/98 Michael A. Wayne Director By: /s/ Kenneth W. Reitz Date: February 5, 1998 -------------------------- ---------------- Kenneth W. Reitz * Signed by Kenneth W. Reitz under Powers of Attorney executed on May 20, 1997, filed as exhibits incorporated by reference in this registration statement. EXHIBITS 1.A(3)(c) Commission Schedule for the Policy. 1.A(10) Form of Application for the United of Omaha Life Insurance Company ULTRA LIFE Flexible Premium Variable Life Insurance Policy. 1.A(11) Issuance, Transfer and Redemption Memorandum 7. Consents of Independent Auditors (a) Deloitte & Touche LLP (b) Coopers & Lybrand L.L.P. REGISTRATION NO. 333-35587 811-08336 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ UNITED OF OMAHA SEPARATE ACCOUNT B OF UNITED OF OMAHA LIFE INSURANCE COMPANY - -------------------------------------------------------------------------------- EXHIBITS - -------------------------------------------------------------------------------- TO THE PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-6 UNDER THE SECURITIES ACT OF 1933 February 5, 1998 EXHIBIT INDEX Exhibit No. Description of Exhibit 1.A. (1) Resolution of the Board of Directors of United Life Insurance Company establishing the Variable Account. * (2) None. (3)(a) Principal Underwriter Agreement by and between United, on its own behalf and on behalf of the Variable Account, and Mutual of Omaha Investor Services. * (b) Form of Broker/Dealer Supervision and Sales Agreement by and between Mutual of Omaha Investor Services, Inc. and the Broker/ Dealer. ** (c) Commission Schedule for Policies. (4) None. (5)(a) Form of Policy for the ULTRALIFE flexible premium variable life insurance policy. **** (b) Forms of Riders to the Policy. **** (6)(a) Articles of Incorporation of United of Omaha Life Insurance Company. ** (b) Bylaws of United of Omaha Life Insurance Company. * (7) None. (8)(a)Participation Agreement by and between United of Omaha Life Insurance Company and the Alger American Fund. ** (b)Participation Agreement by and between United of Omaha Life Insurance Company and the Insurance Management Series. ** (c)Participation Agreement by and between United of Omaha Life Insurance Company and the Fidelity VIP Fund and Fidelity VIP Fund II. ** (d)Participation Agreement by and between United of Omaha Life Insurance Company and MFS Variable Insurance Trust. ** (e)Participation Agreement by and between United of Omaha Life Insurance Company and Pioneer Variable Contracts Trust. ** (f)Participation Agreement by and between United of Omaha Life Insurance Company and the Scudder Variable Life Investment Fund. ** (g)Participation Agreement by and between United of Omaha Life Insurance Company and T. Rowe Price International Series, T. Rowe Price Fixed Income Series, and T. Rowe Price Equity Series. ** (9) None. (10) Form of Application for the United of Omaha Life Insurance Company ULTRALIFE Flexible Premium Variable Life Insurance Policy. (11) Issuance, Transfer and Redemption Memorandum 2. Opinion and Consent of Counsel. **** 3. Not Applicable. 4. Not Applicable. 5. Not Applicable. 6. Opinion and Consent of Actuary. **** 7. Independent Auditor's Consent. 8. None 9. Powers of Attorney. *** * Incorporated by Reference to the Registration Statement for United of Omaha Separate Account B filed on December 27, 1996 (File No. 333-18881). ** Incorporated by Reference to the Registration Statement for United of Omaha Separate Account C filed on April 24, 1997 (File No. 33-89848). *** Incorporated by Reference to the Pre-Effective Amendment No. 1 to the Registration Statement for United of Omaha Separate Account B filed on June 20, 1997 (File No. 333-18881). **** Incorporated by Reference to the Registration Statement for United of Omaha Separate Account B filed on September 15, 1997 (File No. 333-35587).