EXHIBIT 10.15

                               SECOND AMENDMENT OF
                        PRINCIPAL UNDERWRITING AGREEMENT

         This amendment ("Second Amendment") to the Principal Underwriting
Agreement, dated May 1, 1990 ("Principal Underwriting Agreement") by and between
United Investors Life Insurance Company ("United Investors"), on its own behalf
and on behalf of United Investors Life Variable Account ("Variable Account"),
and Waddell & Reed, Inc. ("W&R")(a copy of which is attached hereto as Exhibit
"A"), as amended by the Agreement Amending Principal Underwriting Agreement
("First Amendment"), dated the March 3, 1998 (a copy of which is attached hereto
as Exhibit "B") is made effective as of the 31st day of December, 1998, except
as otherwise provided herein.

         1. The parties hereunto agree as follows:

                  a. To rescind the provision for termination of the 
          Principal Underwriting Agreement contained in the First Amendment 
          and extend the Principal Underwriting Agreement for the term 
          provided in Section 16 thereof.

                  b. The preamble of the Principal Underwriting Agreement 
          shall be amended by inserting ", United Investors Annuity Variable 
          Account and United Investors Universal Life Variable Account" after 
          the phrase "United Investors Life Variable Account" in line four.

                  c. The preamble of the Principal Underwriting Agreement 
          shall be further amended by inserting "collectively referred to 
          herein as the" before the phrase "Variable Account" in line four.

                  d. The first recital shall be amended by inserting ", 
          deferred variable annuity policies and flexible premium variable 
          life insurance policies" after the phrase "flexible premium 
          variable life insurance policies" in line four.

         2. The amendments to the Principal Underwriting Agreement adding
"United Investors Annuity Variable Account" and ", deferred variable annuity
policies" shall be effective retroactively to May 1, 1990. The amendments to the
Principal Underwriting Agreement adding "United Investors Universal Life
Variable Account" and "and flexible premium variable life insurance policies"
shall be effective retroactively to April 18, 1997.

         3. In all other respects, the Principal Underwriting Agreement is
unchanged, and the parties ratify and confirm the Principal Underwriting
Agreement, as amended by this Second Amendment.



         IN WITNESS WHEREOF, the parties have executed this Second Amendment by
their duly authorized representatives to become effective as provided herein.

                                            UNITED INVESTORS LIFE INSURANCE
                                            COMPANY


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

                                            WADDELL & REED, INC.


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