GENERAL AGENT CONTRACT

EXHIBIT 10.4

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UNITED INVESTORS LIFE



2001 THIRD AVENUE SOUTH, P. O. Box 55926

BIRMINGHAM, ALABAMA 35255-5926

205-325-4300



GENERAL AGENT CONTRACT





This Contract made as of the 1st day of January, 1985, between United Investors Life Insurance Company, of Birmingham, Alabama, (hereinafter referred to as "UNITED" or "COMPANY" and W&R Insurance Agency, Inc. (or with respect to those states in which said corporation is not qualified, the W&R Insurance Agency of that state which is affiliated with Waddell & Reed, Inc. or Waddell & Reed, Inc. itself) of One Crown Center, 2400 Pershing Road, Kansas City, Missouri, (hereinafter referred to as "GENERAL AGENT" or "YOU").



UNITED and GENERAL AGENT mutually agree as follows:



1. APPOINTMENT AND RELATIONSHIP. Subject to compliance with the terms of this

Contract, applicable laws and regulations, and such rules as UNITED may

from time to time establish, GENERAL AGENT is authorized to solicit

applications for insurance on behalf of UNITED, in all jurisdictions in

which UNITED and GENERAL AGENT are authorized to engage in the business of

insurance. The COMPANY retains the right to appoint other agents

(Wholesale General Agents, General Agents, etc.) in all such jurisdictions.

You shall be free to exercise your own judgment as to the method, time,

manner, and place of carrying out your duties, responsibilities and

obligations as a General Agent, it being expressly understood that your

relationship to us shall be that of an independent contractor only, and

nothing herein shall be construed to create the relationship of employer

and employee.



2. APPOINTMENT OF AGENTS BY YOU--OBLIGATIONS OF GENERAL AGENT. As a GENERAL

AGENT of the COMPANY, YOU after reasonable investigation of background,

training, and methods of doing business, may submit agents (sometimes

hereinafter referred to as "writing agents") to write business for the

COMPANY through YOU. If any such individual shall be licensed with the

COMPANY, YOU will be responsible for his/her acts and indemnify and hold

the COMPANY harmless from any loss or expense on account of any

unauthorized act of said agent.



3. COMMISSIONS. UNITED will allow YOU the commissions specified in the

Commission Schedule attached hereto and all modifications thereof. GENERAL

AGENT agrees to accept such commissions as compensation in full for all

services performed and all expenses incurred. UNITED may at any time and

from time to time modify the Commission Schedule by adding or deleting

policy forms and changing the commission





rates applicable to its policy forms. Any modification relating

to changes in payment of commissions shall be effective fifteen (15) days

after written notice thereof is deposited in the United States mail,

postage prepaid, addressed to the last known address of the GENERAL AGENT,

unless otherwise agreed, and shall apply only with respect to applications

taken after the effective date of such notice, unless otherwise agreed.

All other modifications shall be in writing and effective upon receipt.



GENERAL AGENT shall be solely responsible for fixing amount and payment of

commission or other compensation to agents writing business with UNITED

through GENERAL AGENT, and in doing so, GENERAL AGENT may use the

facilities and services of Waddell and Reed, Inc., or another affiliate for

payroll accounting and disbursement purposes.



In addition to all rules, regulations, and conditions as set forth in the

Commission Schedule, as it may be amended from time to time, commissions

are subject to the following conditions:



A. Commissions are based on premiums received by the COMPANY and are not

payable until the policy has been issued, delivered and accepted by

the applicant.



B. Should UNITED, for any reason, refund any premium or portion thereof,

all commissions paid or credited to YOU on the amount refunded shall

be immediately due and payable to the COMPANY.



C. Commissions are payable semi-monthly.



D. If a life insurance policy shall lapse for nonpayment of premium, and

if reinstatement shall occur more than 90 days after the premium due

date, no further commissions on said policy shall accrue to YOU unless

such reinstatement is accomplished by YOU and forwarded to the COMPANY

by YOU. In this subparagraph D, "YOU" shall include a licensed agent

under contract with UNITED submitting business through GENERAL AGENT.

Reinstatement is considered to occur on the date COMPANY required

forms, necessary back premiums and sufficient premiums to pay for the

policy for at least one month in advance have been received at the

Home Office.



4. COMMISSIONS ON REFUNDED PREMIUMS. UNITED will notify GENERAL AGENT of any

refund of any premium or portion thereof. All commissions paid or credited

by UNITED on the amount refunded shall be immediately due and payable to

UNITED by withholding the amount from the commission payable with respect

to future commissions payable to GENERAL AGENT. In the event of

termination of this Agreement, the parties hereto shall agree on

appropriate adjustments to account balances, based on circumstances at that



5. ASSIGNMENT. Neither this Contract nor any of its benefits shall be

assigned without the prior written consent of the COMPANY.



6. LIMITATIONS ON AUTHORITY OF GENERAL AGENT. You are not authorized and have

no authority to:



A. Make, alter, or discharge any contract for or on behalf of the



B. Endorse any check, draft or similar instrument payable to the COMPANY.



C. Modify, in writing or orally, any policy, application, receipt or

other COMPANY supplied form.



D. Extend the time for payment of any premium.



E. Approve evidence of insurability.



F. Bind or otherwise commit the COMPANY to any risk.



G. Deliver a policy where the health of any proposed insured at the time

of delivery is other than as stated in the application.



7. FUNDS HELD IN TRUST AND POLICY DELIVERY. Premiums may be accepted for a

policy only in the form of a check, draft, or similar instrument made

payable to the COMPANY. Such premiums shall be considered as trust funds,

and shall be forwarded to UNITED immediately. Policies are to be delivered

to applicants promptly, and all policies not delivered are to be returned

to the COMPANY immediately.



8. REPLACEMENT. Replacement is presumed when the previous UNITED policy is

lapsed or otherwise terminated within six (6) months before or after the

date of the new policy. Unless modified by the Commission Schedule, first

year commission on the new policy is payable only on any increase in the

first year premium of that policy over the first year premium on the

COMPANY's replaced policy.



9. ADVERTISING MATERIALS AND SUPPLIES. UNITED will supply you with

advertising material and brochures to assist you in recruiting writing

agents and for use in connection with the sale of the COMPANY's products to

the public. YOU may not use, publish, or distribute advertising materials,

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brochures, etc. that are for use in connection with the sale of the

COMPANY's products to the public without securing our prior written

approval: You are free to design your own materials to recruit agents and

increase their production with the COMPANY as long as such materials

accurately and fairly describe the COMPANY's products and benefits

provided. All ...