EXHIBIT 10.6

                   SECOND AMENDMENT OF GENERAL AGENT CONTRACT


         This is an amendment ("Second Amendment") to the General Agent Contract
effective January 1, 1985 ("General Agent Contract") between UNITED INVESTORS
LIFE INSURANCE COMPANY ("United" or "Company") and W & R INSURANCE AGENCY, INC.
et al., ("General Agent") (a copy of which is attached hereto as Exhibit "A"),
as amended by the AMENDMENT EXTENDING GENERAL AGENT CONTRACT ("First
Amendment"), executed on the 3rd day of March, 1998, (a copy of which is
attached hereto as Exhibit "B".)

         1. The parties hereunto agree as follows:

         Subparagraph A of Paragraph 13 of the General Agent contract, as
amended by the First Amendment thereto, is amended to read as follows:

                  A. Except as provided in subparagraph B or C of this Paragraph
                  13, this contract shall be effective from its Effective Date
                  for a term of one year, and shall be automatically renewed
                  each year for successive one-year terms, unless and until
                  either party gives written notice of termination to the other
                  party not less than 180 days prior to the expiration date of
                  the initial term or any renewal term.

         2. In all other respects, the General Agent Contract is unchanged, and
the parties ratify and confirm the General Agent Contract, as amended by this
Second Amendment.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment by
their duly authorized representatives on this 21st day of December, 1998.


                                            United Investors Life Insurance
                                            Company ("Company")


                                            By:  /s/ Anthony L. McWhorter
                                                 ------------------------
                                            Its:  President
                                                  ---------


                                            W&R Insurance  Agency,  Inc.,
                                            Waddell & Reed Inc.,  et al.,
                                            ("General Agent")


                                            By:  /s/ Robert L. Hechler
                                                 ---------------------
                                            Its:  President
                                                  ---------