EX-99.B14-21-crp00005
     INDIVIDUAL
     RETIREMENT
     PLAN

     A Prototype Plan Sponsored by United Funds, Inc.

     IRS Serial Number D19O430b


     Individual Retirement Account (IRA)
     Spousal IRA
     Rollover IRA
     Simplified Employee Pension Plan IRA
     SIMPLE IRA
     Transfer IRA


                                                           Waddell & Reed
                                                       FINANCIAL SERVICES

<PAGE>
                                   INDIVIDUAL
                                RETIREMENT PLAN



                               TABLE OF CONTENTS


Plan Provisions.........................................................

Custody Agreement.......................................................

Important Disclosures...................................................

Application Instructions................................................

IRA Rollover Statement of Distribution..................................

<PAGE>
                      PROTOTYPE INDIVIDUAL RETIREMENT PLAN

                        Sponsored by United Funds, Inc.

                             Section 1-INTRODUCTION

     WHEREAS, the sponsor established a Prototype Retirement Plan and Custody
     Agreement forming a part thereof (IRS serial number Dl9O430b) under the
     Internal Revenue Code of 1986, as amended, the Employee Retirement Income
     Security Act of 1974, the Economic Recovery Tax Act of 1981, the Tax Equity
     and Fiscal Responsibility Act of 1982, the Tax Reform Act of 1986, and the
     Unemployment Compensation Amendments of 1992, in order to permit
     participating Individuals to establish an account for the exclusive benefit
     of the Individual or his Beneficiary to create a fund out of which benefits
     shall be paid exclusively to the Individual adopting this Plan upon his
     retirement, disability, or other termination of employment, or in the event
     of death, to his Beneficiaries; and

     WHEREAS, certain amendments to the Retirement Plan and Custody Agreement
     are necessary in order to conform the same to the requirements of the Small
     Business Job Protection Act of 1996, and the regulation and procedures
     promulgated with respect thereto; and,

     WHEREAS, the Sponsor deems it expedient to amend and completely restate the
     Retirement Plan for the purpose of conforming the same to the requirements
     of the Small Business Job Protection Act of 1996, and for other purposes;

     NOW, THEREFORE, the Sponsor hereby amends and completely restates the
     Retirement Plan and Custody Agreement effective January 1, 1997, as
     follows:

                             Section 2-DEFINITIONS

2.1  Individual: Any person who adopts this Plan.  Except in section 4.2, the
     term Individual shall also include the Non-Working Spouse.

2.2  Plan: This Individual Retirement Plan together with any and all amendments.

2.3  Plan Year: The calendar year in which this Plan is established, and any
     subsequent calendar year in which a contribution is made.

2.4  Earned Income: The net earnings derived by a self-employed Individual, to
     the extent such net earnings constitute remuneration for personal services
     actually rendered.

2.5  Compensation: Wages, salaries, professional fees, or other amounts derived
     from or received for personal services actually rendered (including, but
     not limited to commissions paid salesmen, compensation for services on the
     basis of a percentage of profits, commissions on insurance premiums, tips,
     and bonuses) and includes Earned Income, as defined in Code Section
     401(c)(2) (reduced by the deduction the self-employed individual takes for
     contributions made to a self-employed retirement plan).  For purposes of
     this definition, Code Section 401(c)(2) shall be applied as if the term
     "trade or business" for purpose of Code Section 1402 included service
     described in subsection (c)(6).  Compensation does not include amounts
     derived from or received as earnings or profits from property (including,
     but not limited to, interest and dividends) or amounts not includible in
     gross income.  Compensation also does not include any amount received as a
     pension or annuity or as deferred compensation.  The term "Compensation"
     shall include any amount includible in the individual's gross income under
     Code Section 71 with respect to a divorce or separation instrument
     described in Code Section 71(b)(2)(A).

2.6  Custodial Account or Account: The Custodial Account or Accounts established
     under this Plan.

2.7  Custodian: The Custodian of a Custodial Account or any successor thereto.

2.8  Beneficiary: The person or persons designated by the Individual pursuant to
     section 11.3.

2.9  Code: The Internal Revenue Code of 1986, as amended.

2.10 Non-Working Spouse: The spouse of the Individual adopting this Plan,
     providing such Non-Working Spouse:

a)   Is married to the Individual as of the last day of a Plan Year,

b)   The amount of compensation (if any) includible in the individual's gross
     income for the tax year is less than the compensation includible in the
     gross income of the individual's spouse for the tax year. (Code Section
     219(c)(2)(B))

c)   Files a joint return (pursuant to Code Section 60 (b)) with the Individual
     for the Plan Year.

2.11 Rollover Account: An Account established pursuant to section 5 of this Plan
     with a contribution described in Code Section 402(c), 403(a)(4), 403(b)(8)
     or 408(d)(3) of the Code.

     Except in the case of a Rollover Contribution, no contributions will be
     accepted unless they are in cash and the total of such contributions shall
     not exceed the limitations described in sections 4, 6, or 7.

2.12 Qualified Retirement Plan:

a)   A plan described in Code Section 401(a) including a trust exempt from tax
     under Code Section 501(a).

b)   A qualified annuity plan described in Code Section 402(a).

c)   Any annuity plan described in Code Section 403(b), regardless of whether
     the Individual's rights to benefits under such annuity plan are forfeitable
     or nonforfeitable, or

d)   A qualified bond purchase plan described in Code Section 405(a).

2.13 Simplified Employee Pension Plan: An arrangement described in Code Section
     408(k), through which the Individual's employer contributes directly to the
     Account established for the Individual.

2.14 IRA Plan: An Individual Retirement Account or Individual Retirement Annuity
     established and maintained pursuant to Code Section 408.

2.15 Investment: Any investment medium approved by Waddell & Reed, Inc.

2.16 Investment Company: An Investment which is defined in the Investment
     Company Act of 1940, and which may be used to fund retirement plans.

2.17 Sponsor or Sponsoring Organization: United Funds, Inc.

2.18 Savings Incentive Match Plans for Employees (SIMPLE) IRA: An arrangement
     described in Code Section 408(p) where eligible employees may elect to have
     the employer make contributions on their behalf under a "qualified salary
     reduction arrangement."

                             Section 3-ELIGIBILITY

3.1  Contributions by an Individual: An Individual shall be eligible to
     establish this Plan and make contributions pursuant to section 4, provided
     he receives Earned Income or Compensation during the Plan Year, and will
     not attain age 70 1/2 during the Plan Year.

3.2  Rollovers and Transfers: An Individual shall be eligible to establish this
     Plan and make contributions pursuant to sections 5 and 6, provided that if
     he has attained age 70 1/2 he will immediately begin receiving withdrawal
     payments pursuant to section 11.4.

3.3  Simplified Employee Pension or SIMPLE IRA: An Individual shall be eligible
     to establish this Plan and have contributions made on his behalf pursuant
     to section 7, provided he receives Earned Income or Compensation during the
     Plan Year, and if he has attained age 70 1/2, provided he will immediately
     begin receiving withdrawal payments pursuant to section 11.4.

                    Section 4-CONTRIBUTIONS BY AN INDIVIDUAL

4.1  On Behalf of the Individual: Each Plan Year, an Individual may contribute
     in cash to his Account the lesser of:

a)   100 percent of the Individual's Compensation, or

b)   $2,000.00, or such other amount specified in the Code.

     The limitations in (a) and (b) above shall be further reduced by the amount
     contributed to other IRA Plans by the Individual for the Plan Year.  Such
     contributions shall be made to the Custodian on or before the last date
     authorized by the Internal Revenue Service.

4.2  On Behalf of the Individual and his Non-Working Spouse: Each Plan Year, an
     Individual may contribute in cash to his Account and to the Account of his
     Non-Working Spouse, the lesser of:

a)   the sum of:
     (i)  the compensation includible in the individual's gross income for the
     tax year, plus;

     (ii) the compensation includible in the gross income of the individual's
     spouse for the tax year reduced by the amount allowed as a deduction to the
     spouse for a contribution to the spouse's own IRA for such tax year, or,

b)   $4,000, or such other amount specified in the Code, provided, however, the
     amount of each contribution must be clearly allocated between his Account
     and the Account of his Non-Working Spouse, and the amount allocated to
     either Account cannot exceed the limitations described in section 4.1.

     Such contributions shall be made to the Custodian on or before the last
     date authorized by the Internal Revenue Service.

                        Section 5-ROLLOVER CONTRIBUTIONS

5.1  Form of Contributions: An Individual shall be eligible to establish a
     Rollover Account under this Plan by contributing or by having contributed
     on his behalf:

a)   That portion of a lump sum distribution from a Qualified Retirement Plan
     which is attributable to employer contributions and any earnings, or

b)   A distribution to the Individual of all assets held in a prior IRA Plan,
     providing that none of the amounts held in such prior IRA Plan represent a
     Rollover Contribution to such plan made within the preceding twelve (12)
     calendar months, or

c)   A distribution to the Individual of all assets held in a prior IRA Plan
     established for the benefit of such Individual's deceased spouse, or

d)   A distribution from a SIMPLE Retirement Account (SRA) provided two years
     have passed since he first participated in his employer's SIMPLE salary
     reduction arrangement.

5.2  Time Requirement and Documentation: A contribution to an Individual's
     Rollover Account must either be made by direct rollover or, if received by
     the Individual, be made within sixty days after the Individual receives a
     distribution described in section 5.1, and must be accompanied by a
     statement, which verifies the requirements of section 5.1.

5.3  Property Other Than Cash: If the Individual receives property other than
     cash in a distribution described in section 5.1, the property shall be
     converted to cash and contributed to the Plan, unless the property is an
     Investment, in which case it may be contributed directly to the Plan, or
     unless the property has been issued in the name of the Custodian or its
     nominee, in which case the property may be contributed directly to the Plan
     at the discretion of the Custodian, for the purpose of converting the
     property to an Investment.

                         Section 6-TRANSFER OF BENEFITS

6.1  Assets Eligible for Transfer: An Individual may direct the transfer of
     assets (excluding amounts deemed to be Excess Contributions) from a prior
     IRA Plan to this Plan, provided that the contribution shall be made in the
     same method as described in section 5.3.

6.2  Form of Transfer: A transfer of assets must be made directly between the
     custodian, trustee, or carrier of a prior IRA Plan, and the Custodian.

Section 7-CONTRIBUTIONS MADE PURSUANT TO A SIMPLIFIED EMPLOYEE PENSION PLAN AND
                                   SIMPLE IRA PLAN

7.1  Employer Contributions: The Individual may establish this Plan and provide
     for cash contributions to it by the Individual's employer pursuant to a
     Simplified Employee Pension Plan or SIMPLE IRA account established by the
     Individual's employer.

7.2  Contributions by the Individual: In addition to such employer
     contributions, in any Plan Year, the Individual may also make contributions
     pursuant to section 4, 5, or 6.

                         Section 8-EXCESS CONTRIBUTIONS

8.1  Excess Contributions Defined: An Excess Contribution is the amount of a
     contribution which exceeds the maximum allowable contribution allowed under
     section 4, 5, 6 or 7. If a contribution is deemed to be an Excess
     Contribution, the Individual will be required to pay an excise tax, as
     determined by the Internal Revenue Service, on the greater of:

a)   The amount of the excess, or

b)   The value of the assets purchased by the amount of the excess plus any
     earnings attributable thereto.

     The excise tax is applied to the Plan Year the Excess Contribution was made
     and to every succeeding Plan Year until the Excess Contribution is
     eliminated.

8.2  Elimination of Excess Contributions: The Individual shall direct the
     Custodian, in writing, to dispose of any Excess Contribution in either of
     the following manners:

a)   By repayment to the Individual of the Excess Contribution, or

b)   By carrying the Excess Contribution over to the following Plan Year to be
     applied to reduce the allowable contribution for the Plan Year and for each
     subsequent Plan Year until the total Excess Contribution has been
     eliminated.

                          Section 9-CUSTODIAL ACCOUNT

9.1  Establishment of Account: Each contribution made pursuant to this Plan
     shall be paid over to the Custodian who shall establish a Custodial Account
     for the benefit of the Individual.  Unless otherwise directed in writing by
     the Individual:

a)   A Rollover Contribution made pursuant to section 5 shall be applied to a
     segregated Account for the benefit of the Individual.

b)   A Simplified Employee Pension or SIMPLE IRA Contribution made pursuant to
     section 7 shall be applied to a segregated Account for the benefit of the
     Individual.

c)   All other contributions made pursuant to sections 4 and 6 shall be applied
     to the Account established for the benefit of the Individual.

9.2  Ownership of Account: The Custodian or its nominee shall be the owner of
     record of the assets held in the Account for the benefit of the Individual.

9.3  Investment of Contributions: The Custodian shall apply each cash
     contribution made pursuant to this plan for the purchase of Investments
     designated by the Individual in the Application, and shall accept and hold
     contributions made in property other than cash pursuant to sections 5 and
     6. The Individual may change the Investment designation with respect to
     future contributions from time to time by executing the appropriate
     application materials for the new Investment(s) and forwarding such
     materials, together with written instructions, to the Custodian directing
     that future contributions be applied to such new Investment.

9.4  Conversion of Investment: If the Individual wishes to convert certain of
     the Investments held in the Custodial Account to another Investment, he
     must execute the appropriate application materials for such new Investment
     and forward such materials together with written directions to the
     Custodian describing the portion to be converted.   The Custodian shall
     convert such portion to cash subject to the following restrictions:

a)   The Custodian shall convert Investments held in the Account solely for the
     purpose of acquiring shares of an Investment Company or units in an
     Investment in a limited partnership program, and

b)   The Custodian shall convert units of an Investment in a limited partnership
     program only if a ready market is available for such units.

9.5  Nonforfeitability of Account: The Individual's interest in the assets held
     in the Account shall immediately become, and at all times remain, fully
     vested and nonforfeitable.

9.6  Life Insurance: No part of the Custodial Account shall be invested in life
     insurance contracts.

9.7  Collectibles: If the Custodial Account acquires collectibles within the
     meaning of Code Section 408(m), after December 31, 1981, such Custodial
     Account assets will be treated as a distribution in an amount equal to the
     cost of the collectible.

                       Section 10-PROHIBITED TRANSACTIONS

10.1 Prohibited Transactions: Neither the Custodian, nor the Individual,
     directly or indirectly, shall engage in any transaction which either:

a)   Lends any part of the corpus or income of this Plan,

b)   Pays any compensation for personal services rendered to this Plan,

c)   Makes any part of its services available on a preferential basis, or

d)   Acquires for this Plan any property from or sells any property to the
     Individual, any member of the Individual's family or a corporation
     controlled by the Individual through the ownership, directly or indirectly,
     of 50 percent or more of the total combined voting power of all classes of
     stock entitled to vote, or 50 percent or more of the total value of the
     shares of all classes of stock of the corporation.

     If the Custodian Account acquires collectibles within the meaning of Code
     Section 408(m) after December 31, 1981, such assets will be treated as a
     taxable distribution in an amount equal to the cost of such collectible and
     taxed as such.

10.2 Penalty for Prohibited Transactions: If during any Plan Year, an Individual
     engages directly or indirectly in any of the prohibited transactions listed
     in section l0.l, his participation in this Plan shall no longer be
     qualified under the Code as of the first day of the Plan Year in which the
     prohibited transaction occurs.  In the event of such disqualification, all
     assets under the Plan shall be included in gross income.

     In any taxable year in which an Individual engages directly or indirectly
     in any such prohibited transaction prior to attaining age 59 1/2, the fair
     market value of the assets held under the Plan shall be included in gross
     income, and shall be considered as a premature distribution subject to the
     tax penalties provided for in Code Section 408(e)(2)(B).

                      Section 11-DISTRIBUTION OF BENEFITS

11.1 Retirement Benefits: An Individual may receive partial distributions from
     his Account, or begin receiving retirement benefits in accordance with
     section 11.5, after attaining age 59 1/2, provided however, that he must
     begin to receive his benefits in accordance with any of the methods
     described in section ll.5, no later than the Plan Year in which he attains
     age 70 1/2.

11.2 Disability Benefits: An Individual is eligible to receive disability
     benefits if he is unable to engage in any substantial gainful activity by
     reason of any medically determinable physical or mental impairment which
     can be expected to result in death or to be of long-continued or indefinite
     duration.  Upon receipt of written notification from the Individual (or
     such other person as may be legally authorized to represent such
     Individual) of such disability, the Custodian shall distribute the benefits
     in accordance with section 11.4.

11.3 Designation of Beneficiary: Each Individual shall have the right by written
     notice, on a form approved by the Custodian, to designate or to change the
     Beneficiary or Beneficiaries to receive the benefit amount payable by
     reason of the Individual's death.  Such benefit amount shall consist of the
     balance of the Individual's Account, and, except as otherwise herein
     provided, shall be paid or commenced to be paid to the Beneficiaries within
     thirty days of the Custodian's receipt of proper notification of the
     person(s) entitled thereto.

     Executed Designation of Beneficiary forms shall be legally valid only when
     submitted to the Custodian fully complete and duly executed, and only if on
     file with the Custodian at the time of the Individual's death.  Any such
     designation may be revoked upon receipt by the Custodian of a subsequent,
     valid Designation of Beneficiary Form bearing a later execution date.  If
     more than one Beneficiary shall have been designated, the amount of the
     benefit shall be paid to the Beneficiaries as provided in the Designation
     of Beneficiary form, otherwise in equal parts.  However, no part of any
     death benefit shall be paid to a Beneficiary who is not living at the time
     of the Individual's death.  If any Beneficiary is then deceased, the parts
     to which the living Beneficiaries are entitled shall be increased
     proportionately.  If a Beneficiary entitled to a distribution under the
     provisions of this section should die before receiving full distribution of
     the amount to which he is entitled, the remaining balance shall be
     distributed in a single payment to the deceased Beneficiary's legal spouse,
     children, or personal representative, in accordance with the class
     description and preference order as set forth in the next following
     paragraph.  In all such cases, the Custodian shall determine the person(s)
     to be paid, in the manner and with the same immunities as provided
     elsewhere in this section respecting determinations by the custodian of
     persons entitled to death benefits.

     If no Beneficiary should survive the Individual, or in the absence of a
     valid Designation of Beneficiary in effect at the time of an Individual's
     death, the Custodian shall, upon receipt of a certified copy of the Death
     Certificate or other appropriate evidence of the fact of death satisfactory
     to the Custodian, make distribution of the deceased Individual's Account to
     the person or persons of the following class and in the following order of
     preference:

a)   The deceased Individual's legal spouse; but if no such legal spouse shall
     survive the Individual, then to

b)   The surviving natural and adoptive children of the deceased Individual in
     equal shares per capita and not per stirpes; but if there should be no such
     surviving child or children, then to

c)   The personal representative of the deceased Individual.

     The Custodian may conclusively rely upon the accuracy of all matters
     reported to it by any source ordinarily presumed to be knowledgeable
     respecting the matters so reported.  The Custodian shall have no higher
     duty than the exercise of good faith, and shall incur no liability by
     reason of any action taken in reliance upon inaccurate or fraudulent
     information reported by any source assumed to be reliable, or by reason of
     incomplete information in its possession at the time of such distribution.

     Any distribution of the Account of an Individual may be made in cash or in
     shares (or partly in both), at the sole discretion of the Custodian, and
     shall commence within thirty days following receipt by the Custodian of
     information deemed by it sufficient upon which to base such distribution,
     provided, however, that the Custodian shall incur no liability respecting
     fluctuations in the value of the Account of a deceased Individual in the
     event of a delay occasioned by the Custodian's good faith decision to await
     additional evidence or information bearing on the Beneficiary or
     Beneficiaries.

     Upon full and complete distribution of the Individual's Account pursuant to
     the provisions of this section, the Custodian shall be fully discharged
     from all liability respecting such account.  In the event of reasonable
     doubt respecting the proper course of action to be taken, the Custodian may
     in its sole and absolute discretion, resolve such doubt by judicial
     determination, which shall be binding on all parties claiming any interest
     in the Account of the deceased Individual.  In such event, all court costs,
     legal expenses, reasonable compensation for time expended by the Custodian
     in the performance of its duties, and other appropriate and pertinent
     expenses and costs, shall be collected by the Custodian from the deceased
     Individual's Account.

11.4 Death Benefits:

a)   Distributions Beginning Before Death: If the Individual dies after
     distribution of his or her interest has begun, the remaining portion of
     such interest will continue to be distributed at least as rapidly as under
     the method of distribution being used prior to the Individual's death.

b)   Distributions Beginning After Death: If the Individual dies before
     distribution of his or her interest begins, distribution of the
     Individual's entire interest shall be completed by December 31 of the
     calendar year containing the fifth anniversary of the Individual's death,
     except to the extent that an election is made to receive distributions in
     accordance with (1) or (2) below:

1)   If the Individual's interest is payable to a designated beneficiary, then
     the entire interest of the Individual may be distributed over the life or
     over a period not greater than the life expectancy of the designated
     Beneficiary commencing on or before December 31 of the calendar year
     immediately following the calendar year in which the Individual died.

2)   If the designated Beneficiary is the Individual's surviving spouse, the
     date distributions are required to begin in accordance with (1) above is
     described in section 11.5.

3)   If the designated Beneficiary is the Individual's surviving spouse, the
     spouse may treat the Account as his or her own IRA.  This election will be
     deemed to have been made if such surviving spouse makes a regular IRA
     contribution to the Plan, makes a rollover to or from the Plan, or fails to
     elect any of the above provisions.

(c)  Life expectancy is computed by use of the expected return multiples in
     Tables V and VI of Section 1.72-9 of the Income Tax Regulations.  For
     purposes of distributions beginning after the Individuals death, unless
     otherwise elected by the surviving spouse by the time distributions are
     required to begin, life expectancies shall be recalculated annually.  Such
     election shall be irrevocable by the surviving spouse and shall apply to
     all subsequent years.  In the case of any other designated Beneficiary,
     life expectancies shall be calculated using the attained age of such
     beneficiary during the calendar year in which distributions are required to
     begin pursuant to this section, and payments for any subsequent calendar
     year shall be calculated based on such life expectancy reduced by one for
     each calendar year which has elapsed since the calendar year life
     expectancy was first calculated.

(d)  Distributions under this section are considered to have begun if the
     distributions are made on account of the Individual reaching his or her
     required beginning date.  If the Individual receives distributions prior to
     the required beginning date and the Individual dies, distributions will not
     be considered to have begun.

11.5 Distribution Options: At such time benefits are paid in accordance with
     section 11.1 or 11.2, the entire value of the Account of the Individual for
     whose benefit the Custodial Account is maintained will be distributed or
     commence to be distributed, no later than the first day of April following
     the calendar year in which such Individual attains age 70 1/2 (required
     beginning date) over:

a)   the life of such Individual, or the lives of such Individual and his or her
     designated beneficiary, or

b)   a period not extending beyond the life expectancy of such Individual or the
     life expectancy of such Individual and his or her designated beneficiary.

     The amount to be distributed each year, beginning with the first calendar
     year for which distributions are required shall not be less than the
     quotient obtained by dividing the entire interest of the Individual in the
     Custodial Account at the beginning of each year by the lesser of: (1) the
     applicable life expectancy, or (2) if the Individual's spouse is not the
     designated beneficiary, the applicable divisor determined from the table
     set forth in Q&A-4 or Q&A-5, as applicable of Section 1.402(a)(9)-2 of the
     Proposed Income Tax Regulation.  Distributions after the death of the
     Individual shall be distributed using the applicable life expectancy as the
     relevant divisor without regard to Proposed Regulations Section
     1.401(a)(9)-2.

     Life expectancy is computed by use of the expected return multiples in
     Tables V and VI of Section 1.72-9 of the Income Tax Regulations.   Unless
     otherwise elected by the Individual or beneficiary by the time
     distributions are required to begin, life expectancies shall be
     recalculated annually.  Such election shall be irrevocable by the
     Individual and shall apply to all subsequent years.  The life expectancy of
     a non-spouse beneficiary may not be recalculated.  Instead, life expectancy
     will be calculated using the attained age of such beneficiary during the
     calendar year in which the Individual attains age 70 1/2, and payments for
     subsequent years shall be calculated based on such life expectancy reduced
     by one for each calendar year which has elapsed since the calendar year
     life expectancy was first calculated.

11.6 Penalty on Insufficient Distributions: If during any Plan Year, after the
     Individual attains the age of 70 1/2, the amount distributed from his
     account is less than the minimum amount required to be distributed under
     section 11.5, the Individual shall be subject to an excise tax as provided
     for in Code Section 4974.

                  Section 12-AMENDMENT AND TERMINATION OF PLAN

12.1 Amendment by the Sponsoring Organization: The Sponsoring Organization may
     at any time and from time to time modify and amend the Plan as is necessary
     to conform the Plan to the provisions and requirements of the Code with
     respect to qualified plans for Individuals.  In the event of any such
     amendment by the Sponsoring Organization, notice of such amendment will be
     delivered to the Individual and the Custodian.

12.2 Amendment by the Individual: Any option set out in the Application may be
     amended at any time and from time to time by the Individual by delivery to
     the Custodian and Sponsoring Organization of the amendment specifying the
     change or changes in the selection of options permitted in the Application
     or by execution of a new Application.  Any amendment of this Plan by an
     Individual in other respects than as permitted by the preceding sentence
     shall cause the Plan of such Individual to be deemed an individually
     designed plan not covered by the Internal Revenue Service letter or letters
     issued under this Prototype Plan.  A copy of such Amendment shall be
     delivered to, and approved by the Custodian prior to its becoming
     effective.

12.3 Individual's Rights: No amendment shall operate to deprive an Individual of
     any right to benefits vested irrevocably in him under this Plan.

12.4 Termination of Plan: This Plan may be terminated at any time by the
     Individual by notifying the Custodian in writing, and will automatically be
     terminated in the event of the death of the Individual.  Upon termination
     of the Plan, any and all assets remaining in the Custodial Account shall be
     distributed by the Custodian to the Individual or in the event of his
     death, to his Beneficiary.  Such distribution shall be in cash or kind in
     one or more of the ways provided by section 11.5. Upon completion of such
     distribution, the Custodian shall be relieved from all further liability
     with respect to all amounts so paid.

                      Section 13-MISCELLANEOUS PROVISIONS

13.1 Allocation of Charges: Any income taxes or other taxes of any kind
     whatsoever that may be levied or assessed upon, or in respect of, the
     assets of the Plan, or the income arising there from, any transfer taxes
     incurred in connection with the investment and reinvestment of such assets,
     all other administrative expenses incurred by the Custodian in the
     performance of its duties including fees for legal services rendered by the
     Custodian, and the Custodian's compensation shall be paid as provided in
     the Custody Agreement.

13.2 Condition of Plan and Custody Agreement: It is a condition of this Plan and
     the Custody Agreement, and each Individual by participating herein
     expressly agrees, that he shall look solely to the assets of the Custodial
     Account for the payment of any benefit to which he is entitled under the
     Plan.

13.3 Necessity of Qualification: This Plan and each participating Individual's
     Plan is established with the intent that it shall qualify and continue to
     qualify under Code Sections 401 and 408.

13.4 Inalienability of Benefits: The benefits provided hereunder shall not be
     subject to alienation, assignment, garnishment, attachment, execution or
     levy of any kind, and any attempt to cause such benefits to be so subjected
     shall not be recognized, except to such extent as may be required by law.

13.5 Prohibited Diversion: No part of the contributions under this Plan shall be
     used for, or diverted to, purposes other than for the exclusive benefit of
     the Individual and his Beneficiaries.

13.6 Administration: This Individual Retirement Plan shall be administered by
     the Individual, who shall have the sole authority to enforce the Plan and
     the Custody Agreement and shall be responsible for the operation of the
     Plan in accordance with its terms.

13.7 Construction: Wherever used in the Plan the masculine gender shall include
     the feminine gender and singular shall include plural, unless the context
     indicates otherwise.

13.8 Governing Law: This Plan and the Custody Agreement shall be construed,
     administered, and enforced according to the laws of the State of Kansas.

<PAGE>
                               CUSTODY AGREEMENT

           Establishing Custodial Account for Investing Contribution
                     Under the Accompanying Retirement Plan

     The individual named in the Application has established a Retirement Plan
     (attached hereto) for his benefit pursuant to the Internal Revenue Code of
     1986, as amended.  As part of the Plan, the Individual hereby requests
     Fiduciary Trust Company of New Hampshire (The "Custodian") to establish a
     Custodial Account for the investment of contributions under the Plan in the
     shares of the Investment Company designated in the Application upon the
     terms and conditions set forth in this Agreement.

                 Section 1: ESTABLISHMENT OF CUSTODIAL ACCOUNT

     The Custodian shall open and maintain Custodial Account(s) for the
     Individual named in the accompanying Application.  The assets of the
     Custodial Account will not be commingled with other property except in a
     common trust fund or other common investment fund.  Separate records will
     be maintained for the interest of each Individual.

                      Section 2: RECEIPT OF CONTRIBUTIONS

     The Custodian shall accept and hold in the Custodial Account(s)
     contributions on behalf of the Individual as it may receive from time to
     time.  All such contributions shall be made in cash or in property as
     described in sections 4, 5, 6 and 7 of the Plan.  The minimum aggregate
     contribution which may be made at any one time shall be the minimum amount
     required for the Investment designated in the Application attached hereto,
     or designated in subsequent written instructions from the Individual.

                    Section 3: INVESTMENT OF ACCOUNT ASSETS

     The amount of each cash contribution credited to an Individual's Account
     shall be applied only to the purchase of the Investment(s) designated in
     the Application, which shall be credited to such Account with a notation as
     to cost.  All dividend, interest, or capital gains distributions realized
     from the Investment(s) (other than those automatically reinvested), all
     proceeds realized from the conversion of Investments as described in
     section 9.4 of the Plan, all proceeds realized from the conversion of
     property into an Investment (following the Custodian's receipt and
     acceptance of property that has been issued to the Custodian as described
     in section 5.3 of the Plan), and all residual cash acquired by the
     Custodian in connection with the reduction of Investments to cash described
     in section 4, or the payment of Custodial Fees described in section 7,
     shall be invested in one or more of the mutual funds designated in the
     Application.  Sales Charges attributable to the acquisition of shares of
     such funds or incurred upon the redemption of shares of such funds shall be
     charged to the Account for which such shares are acquired.

     All Investments acquired by the Custodian shall be registered in the name
     of the Custodian or of its registered nominee as defined in the Internal
     Revenue Code and any regulations of the Treasury Department issued
     thereunder exempting such transaction from liability for stock transfer
     taxes.  Such Investments may not be commingled with other property except
     in a common investment fund or trust fund.

              Section 4: DISTRIBUTIONS FROM THE CUSTODIAL ACCOUNT

     On receipt of a written order from the Individual (or such other person as
     may be legally authorized to represent such Individual) certifying that his
     benefit is payable pursuant to the Plan, the Custodian shall transfer all
     Investments credited to such Individual's Account (or such portion as the
     Individual or his authorized representative may direct) into the name of
     such Individual and distribute such Investment to the Individual, provided,
     however, that if any order for payment of a benefit so directs, the
     Custodian may pay the same by reducing all Investments credited to such
     Individual's Account (or such portion as the Individual or his authorized
     representative may direct) to cash and distributing the proceeds to such
     Individual.  If the Individual's written direction for a partial
     distribution in cash fails to indicate the specific Investment to be
     reduced to cash, the Custodian shall reduce the Investments according to
     the following order of preference:

a)   Shares of Investment Company(ies) not included in the United Group of Funds
     or Waddell & Reed Funds;

b)   Investments listed on a national securities exchange;

c)   Investments in a limited partnership program (if a ready market is
     available);

d)   Other Investments; and

e)   Shares of mutual funds in the United Group of Funds or Waddell & Reed
     Funds.

     On receipt of written notice of the death of the Individual, the Custodian
     shall distribute all Investments credited to such Individual's Account in
     accordance with section 11.3 of the Plan and in the manner described in the
     above paragraph.

     If the Custodian should at any time receive notice from the Individual that
     any contribution made by or on behalf of the Individual exceeded the
     limitations described in the Plan, the Custodian shall dispose of such
     Excess Contribution in accordance with section 8.2 of the Plan.  Any
     repayment made pursuant to section 8.2(a) of the Plan shall be made as soon
     as practical after the receipt of direction from the Individual and in the
     same manner as provided with respect to benefits as described in the first
     paragraph of this section 4.

     If the Custodian should receive notice from the Internal Revenue Service
     that the Plan has been disqualified, the Custodian shall promptly
     distribute to such Individual all Investment(s) credited to his account.

                       Section 5: VOTING AND OTHER ACTION

     The Custodian shall deliver, or cause to be delivered, to the Individual
     all notices, prospectuses, financial statements, proxies and proxy
     soliciting materials relating to such shares.  The Custodian shall not
     exercise any voting rights attributable to any Investment held hereunder
     except in accordance with the written instructions of the Individual.

               Section 6: REPORTS OF THE CUSTODIAN AND INDIVIDUAL

     The Custodian shall keep accurate and detailed records of all receipts,
     investments, disbursements and other transactions hereunder.  Not later
     than sixty days after the close of each Plan Year (or after the Custodian's
     resignation or removal pursuant to section 10 hereof), the Custodian shall
     file with the Individual a written report or reports reflecting the
     receipts, disbursements and other transactions effected by it during such
     year (or period ending with such resignation or removal) and the status of
     the Account as of the end of such period, including the assets and
     liabilities of the Custodial Account at the close of the period.  Upon the
     expiration of a sixty-day period, commencing immediately following the date
     on which such report is filed with the Individual, the Custodian shall be
     forever released and discharged from all liability and accountability to
     anyone with respect to its acts, transactions, duties, obligations or
     responsibilities as shown in or reflected by such report, except with
     respect to any such acts or transactions as to which the Individual shall
     have filed written objections with the Custodian within such sixty-day
     period.

     The Individual shall file with the Internal Revenue Service, and the
     Custodian shall furnish to the Individual, such information relevant to the
     Plan and Custodial Account as may be required under the Code and any
     regulations issued or forms adopted by the Treasury Department thereunder.

     The Custodian shall keep such records, make such indemnifications, and file
     with the Internal Revenue Service such returns and other information
     concerning the Custodial Account as may be required of it under the Code
     and any regulations issued or forms adopted by the Treasury Department
     thereunder.

            Section 7: CUSTODIAN'S FEES AND EXPENSES OF THE ACCOUNT

     Any income taxes or other taxes of any kind whatsoever that may be levied
     or assessed upon or in respect of, the Custodial Account shall be paid from
     the assets of the Account.  Any transfer taxes incurred in connection with
     the investment and reinvestment of the assets of the Custodial Account, all
     other administrative expenses incurred by the Custodian in the performance
     of its duties including fees for legal services rendered to the Custodian,
     and such compensation to the Custodian as may be established by the
     Custodian shall be paid by the Individual, and until paid shall constitute
     a charge upon the assets of the Custodial Account.

     Each calendar year, the Custodian shall collect from the assets of the
     Account any charges which were not paid by the Individual during that year.
     In so doing, the Custodian shall convert such portion of the Investment(s)
     as is necessary, to cash, in the same order of preference as set forth in
     section 4.

     Charges connected with benefit payments, or the complete termination of the
     Plan shall be collected by the Custodian in the manner as described in the
     above paragraph at the time each such payment or such termination occurs.

                      Section 8: CONCERNING THE CUSTODIAN

     The Custodian shall not be responsible in any way for the collection of
     contributions provided for under the Plan, the purpose or propriety of any
     distribution made pursuant to section 4 hereof, or any other action or non-
     action taken at the Individual's request.  The Individual shall at all
     times fully indemnify and save harmless the Custodian, its successors and
     assigns, from any and all other liability whatsoever which may arise in
     connection with this Agreement, except liability arising from the
     negligence or willful misconduct of the Custodian.  The Custodian shall be
     under no duty to take any action other than as herein specified with
     respect to the Custodial Account unless the Individual shall furnish the
     Custodian with instructions in proper form and such instructions shall have
     been specifically agreed to by the Custodian in writing; or to defend or
     engage in any suit with respect to the Custodial Account unless the
     Custodian shall first have agreed in writing to do so and shall have been
     fully indemnified to the satisfaction of the Custodian.  The Custodian may
     conclusively rely upon and shall be protected in acting upon any written
     order from the Individual or any other notice, request, consent certificate
     or other instrument or paper believed by it to be genuine and to have
     properly executed, and, so long as it acts in good faith, in taking or
     omitting to take any other action.  The Custodian shall not be liable for
     interest on any cash or cash balances maintained in the Custodial Account.

     The Individual shall have the sole authority to enforce this Agreement on
     behalf of any and all persons having or claiming any interest in the
     Custodial Account by virtue of this Agreement or the Plan.  To protect the
     Custodial Account from the expenses which might otherwise be incurred, it
     is imposed as a condition to the acquisition of any interest in the
     Custodial Account, and it is hereby agreed, that no person other than the
     Individual may institute or maintain any action or proceeding against the
     Custodian in the absence of written authority from the Individual or a
     determination of a court of competent jurisdiction that in refusing such
     authority the Individual has acted fraudulently or in bad faith.

                              Section 9: AMENDMENT

     The Custodian reserves the right to amend this Agreement in any respect on
     at least forty-five days notice in writing to the Individual.

                Section 10: RESIGNATION OR REMOVAL OF CUSTODIAN

     The Custodian may resign at any time upon thirty days notice in writing to
     the Individual, or may be removed by the Individual at any time upon thirty
     days notice in writing to the Custodian.  Upon such resignation or removal,
     the Individual or Sponsor shall appoint a successor Custodian, which
     successor shall meet the requirements of the Code so as to permit the Plan
     to continue as qualified under Code Section 408 et seq.  Upon receipt by
     the Custodian of written acceptance of such appointment by the successor
     Custodian, the Custodian shall transfer and pay over to such successor the
     assets of the Custodial Account and all records pertaining thereto.  The
     Custodian is authorized, however, to reserve such sum of money or shares as
     it may deem advisable for payment of all its fees, compensation costs and
     expenses, or for payment of any other liabilities constituting a charge on
     or against the assets of the Custodial Account or on or against the
     Custodian, with any balance of such reserve remaining after the payment of
     all such items to be paid over to the successor Custodian.  The successor
     Custodian shall hold the assets paid over to it under terms similar to
     those of this Agreement that will qualify it under Code Section 408(h).

     If within thirty days after the Custodian's resignation or removal the
     Individual or Sponsor has not appointed a successor Custodian which has
     accepted such appointment, the Custodian shall, unless it elects to
     terminate the Custodial Account pursuant to section 11, appoint such
     successor itself.

     Fiduciary Trust Company shall substitute another Custodian if it receives
     notice from the Commissioner of Internal Revenue that such substitution is
     required because it has failed to comply with the requirements of Section
     1.401-(12)(n) of the Income Tax Regulations.

                       Section 11: TERMINATION OF ACCOUNT

     The Custodian may elect to terminate the Custodial Account if within thirty
     days after its resignation or removal pursuant to section 10 the Individual
     has not appointed a successor Custodian which has accepted such
     appointment.  The Custodian shall terminate the Account upon receiving
     notice of the Individual's death.  Termination of the Custodial Account
     shall be effected by distributing all assets thereof to the Individual or
     his designated Beneficiaries pursuant to section 11 of the Plan.  Upon such
     distribution, the Custodian shall be relieved from all further liability
     with respect to all amounts so paid.

                           Section 12: MISCELLANEOUS

     At no time shall it be possible for any part of the assets of the Custodial
     Account to be used for, or diverted to, purposes other than for the
     exclusive benefit of the Individual and his Beneficiary.

     Any notice from the Custodian to the Individual provided for in this
     Agreement shall be effective if sent to him at his last address of record.

     In the event of any conflict between the provisions of the Plan and those
     of this Agreement, the former shall prevail.

     This agreement shall be construed in accordance with the laws of the State
     of Kansas.

                             IMPORTANT DISCLOSURES
                           Individual Retirement Plan
                        Sponsored by United Funds, Inc.

NONDEDUCTIBLE CONTRIBUTIONS

IRA Plan contributions may not be deductible from Adjusted Gross Income (AGI),
as determined on individual tax filing Forms 1040,1040A or 104OEZ, as described
below:

     If employee (or                    If employee (or
     spouse) is not                     spouse) is
     covered by a                       covered by a
     pension plan:                      pension plan:

                    Over $50,000 AGI    No Deduction
                    ($35,000 single)

     Full Deduction $40,000-$50,000 AGI
     up to $4,000        ($25,000-$35,000    Reducing
     ($2,000 single)               single)        Reduction

                    Under $40,000 AGI   Full Deduction
                    ($25,000 single)    up to $4,000
                                   ($2,000 single)

If either spouse is covered by a Retirement Plan, both are considered covered.

Important: All IRA contributions continue to generate tax sheltered earnings
until withdrawn.  For this reason, "Nondeductible" contributions are still
extremely valuable to those qualifying for an annual contribution.

IMPORTANT DISCLOSURES

An Individual Retirement Account (IRA) established under the prototype
Individual Retirement Plan sponsored by United Funds, Inc., is a Custodial
Account for the exclusive benefit of the Individual establishing the Account, or
his Beneficiaries.  Fiduciary Trust Company of New Hampshire acts as Custodian.
The Individual Retirement Plan and Custody Agreement were submitted to the
Internal Revenue Service and received approval as a prototype plan, with
assignment of Serial Number D190430b.

An Individual's interest in his Account is fully vested and non-forfeitable.
The assets held in the Account may be invested in one or more of the investments
offered by Waddell & Reed, Inc.  The assets may not be invested in life
insurance contracts and may not be commingled with other property except in a
common investment fund.

Right of Revocation: An Individual who has established an Individual Retirement
Plan may revoke the Plan by so notifying Fiduciary Trust Company, in writing, at
P. 0. Box 29219, Shawnee Mission, Kansas, 66201-9219, Attention: Customer
Service, at any time within seven days after the Account under the Plan has been
established, and receive the entire amount paid including sales charges and
other fees.

Contribution Limitations: Any Individual who has not attained age 70 1/2, may
make contributions to his IRA as follows (see "Nondeductible Contributions"):

Individual-the lesser of $2,000 or 100% of Earned Income or Compensation;

Individual and Non-Working Spouse-the lesser of $4,000 or the sum of:

(1)  the compensation includible in the individual's gross income for the tax
year, plus;
(2)  the compensation includible in the gross income of the individual's spouse
for the tax year reduced by the amount allowed as a deduction to the spouse for
a contribution to the spouse's own IRA for such tax year.   The Contribution may
be allocated between the spouse's IRA in any proportion, provided that neither
spouse's IRA receives more than $2,000.

Simplified Employee Pension-If an IRA is established prior to January 1, 1997
under a Simplified Employee Pension Plan, the Individual may authorize salary
reductions (limited to the amount specified in Section 402(g) of the Code), or
the Individual's Employer may make contributions (provided the total of salary
reductions plus Employer contributions does not exceed the lesser of $30,000 or
15% of the Individual's Compensation).  In addition, the Individual may also
contribute to his IRA, or for the IRA of his Non-Working Spouse, as described in
the above two paragraphs.

Savings Incentive Match Plans for Employees-If a SRA is established under a
SIMPLE, the individual may authorize salary reductions (limited to the amounts
specified in Section 408(p) of the Code), and the Employer may make either a
matching contribution, or a nonelective contribution as described in Section
408(p) of the Code.

Rollover IRA: An Individual may contribute all or any portion of the amount of a
distribution from another retirement plan, less any employee contributions, to
his IRA within 60 days from the date received, or to avoid 20% mandatory tax
withholding, authorize the Employer to contribute the distribution directly to
his IRA.  If any property is received, the same property must be rolled over,
provided that employer stock certificates must be issued in the name of the
Individual, and not in the name of the Custodian.  A rollover of assets from one
IRA to another is permitted only once in a 12 month period.

Deduction of Contributions: An Individual claiming a deduction must indicate the
amount on his Form 1040 at the time he files his tax return.  Although no tax
deduction is allowed for a rollover contribution to an IRA, the tax deferred
status of the assets is preserved.

Distribution of Benefits: Generally, distributions from an IRA will be taxed as
ordinary income.  Except in the case of death or disability, none of the assets
may be distributed until the Individual reaches age 59 1/2.  Distributions must
commence not later than April 1 of the year following the calendar year in which
the Individual attains age 70 1/2.

The assets can be distributed either in one lump sum, or in substantially equal
installments, made at least annually, and spread over a period of time which
cannot exceed the life expectancy of the Individual or the joint life
expectancies of the Individual and his spouse.

TAX PENALTIES

Excess contributions to an IRA are subject to a cumulative 6% penalty tax.
However, this tax often can be avoided if the Individual withdraws the excess
contribution, and any income earned by the excess contribution, on or before the
due date of his return for the year when the excess contribution was made.

Premature distributions are subject to a 10% penalty tax.  Unless he is disabled
or elects "life expectancy" payments, any distribution from an IRA to the
Individual, before he has reached age 59 1/2, will be considered a premature
distribution.  The 10% penalty tax is applied to the amount of the distribution
which is included in gross income, and must be paid in addition to any increase
in income tax which may result from including the distribution in gross income.

Exception to 10% penalty: Beginning January 1, 1997, withdrawals prior to age 59
1/2, may be made to pay medical expenses in excess of 7.5% of your Adjusted
Gross Income.  Also, an exception is made for a distribution to pay medical
premiums for an individual who has separated from employment and has received
unemployment compensation (under federal and state programs) for 12 consecutive
weeks.

Prohibited Transactions: If an Individual engages in a prohibited transaction
(as defined in Code Section 4975), the IRA will lose its exemption from taxation
and the Individual will be deemed to have received the fair market value (as of
the first day of the taxable year) of all assets in the Account.  That amount
will be included in the Individual's gross income for the year and may also be
subject to a 10% tax on premature distributions.

Excess Distributions from an IRA are subject to an additional 15% tax.  A 15%
excise tax is imposed on distributions, which exceed $112,500 (indexed), from
qualified retirement plans, tax-sheltered annuities and IRAs.  However, the
excess distribution penalty tax will not apply for 1997, 1998 and 1999.

Pledging Account as Security: If an IRA or any portion of it is pledged as
security for a loan, that portion will be treated as though it were distributed
to the Individual and may be subject to a 10% tax on premature distributions.

Minimum Distribution Rules: Failure to satisfy the minimum distribution rules
can result in significant tax consequences to the Individual, such as being
taxed on the entire IRA account balance and paying other tax penalties.  The
rules affect various forms of distributions as follows:

Pre-Death Distributions: The minimum distribution rules require that in the
Individual's "70 1/2 year," and each year thereafter, the Individual must make
withdrawals from the IRA that are at least equal to the "minimum distribution."
The Individual's 70 1/2 year is the calendar year that contains the date sixth
months after the Individual's 70th birthday.  The amount of the minimum
distribution is usually determined by dividing the account balance of the IRA,
as of December 31 of the prior year, by a divisor that is based on the
Individual's life expectancy or the joint life expectancy for the Individual and
his or her beneficiary.  There are, however, a number of rules that determine
how the calculation of the Individual's minimum distribution should be made,
including special exceptions that may apply to the Individual.  These are
discussed in IRS Publication 590, Individual Retirement Arrangements.

Generally, the Individual must withdraw an amount at least equal to the minimum
distribution by December 31 of each year.  However, for the Individual's 70 1/2
year, the Individual may wait to withdraw the minimum distribution until April 1
of the following year.  This means that if the Individual waits until April 1 of
the following year, the Individual's total withdrawal in that year must equal
the minimum distributions for two years a withdrawal by April 1 that is equal to
the minimum distribution for the 70 1/2 year and a second withdrawal by December
31 that is equal to the minimum distribution for that year.  In each year
thereafter, the Individual must withdraw the minimum distribution for the year
by December 31.

Distributions After Death: If an Individual is the beneficiary of a deceased IRA
owner, the minimum distribution rules also apply.  Specific information on how
the minimum distribution rules apply to beneficiaries of an IRA is contained in
IRS Publication 590, Individual Retirement Arrangements.  In general, however,
the amount that the beneficiary must withdraw in each year depends upon whether
the IRA owner reached age 70 1/2 before death and whether the beneficiary is the
surviving spouse of the IRA owner.

If the IRA owner was age 70 1/2 before death, then regardless of the
beneficiary's age, the beneficiary must withdraw an amount in each year that is
at least equal to the amount that the IRA owner would have been required to
withdraw.  This rule also applies if the beneficiary is the surviving spouse of
the IRA owner.  If the IRA owner was not age 70 1/2 before death and the
beneficiary is not the surviving spouse, there are two possible options.   Under
the first option, the beneficiary must withdraw the entire IRA account by
December 3l of the fifth year following the year of the IRA owner's death.
Under the second option, the beneficiary must, by December 31 of the year
following the year of the IRA owner's death and in each year thereafter,
withdraw an amount that is at least equal to the IRA account balance divided by
the beneficiary's life expectancy.  If the beneficiary is the surviving spouse,
the same two options apply, but additional options are available to a spouse
beneficiary for satisfying the minimum distribution requirements.

Other Rules: If the Individual has more than one IRA, the Individual can satisfy
the minimum distribution rules by withdrawing from one IRA the amount required
to satisfy the minimum distribution requirement for all of the IRAs.

This explanation only summarizes the minimum distribution rules.  Other rules
and exceptions may apply to the Individual that are not discussed in this
summary, including rules which, in some cases, would prevent the Individual from
using certain options described above.  An Individual should consult with his or
her personal tax advisor or IRS Publication 590, Individual Retirement
Arrangements for more detailed information.

ADDITIONAL INFORMATION

Estate Tax Treatment: The assets held in an IRA are not excludable from an
Individual's estate for Federal Estate tax purposes unless they are distributed
to a spouse Beneficiary.

Explanation of Charges: The charges, if any, incurred in connection with the
acquisition of any of the Investments offered by Waddell & Reed, Inc. shall be
set forth in the prospectus required for such Investments.  Each year, the Plan
Custodian charges certain fees as outlined on Page 11 of this booklet.  Such
fees will be deducted from the assets held in the Account unless paid directly
by the Individual.

Computation and Allocation of Annual Earnings: Each of the Mutual Funds intends
to pay to its shareholders, as dividends, substantially all of its net
investment income, if any, and to pay a distribution before the end of its
fiscal year of substantially all realized capital gains, if any.  Such dividends
and capital gains paid on the shares held in the Account will be reinvested in
additional shares without a sales charge.

The payment of dividends and capital gains, and the growth in the value of the
assets in the Account cannot be projected or guaranteed.

Further Information on Individual Retirement Accounts can be obtained from any
Internal Revenue Service District Office, or from IRS Publication 590.  This
publication is available from your local IRS office or by calling 1-800-TAX-
FORMS.

<PAGE>
                           INDIVIDUAL RETIREMENT PLAN

                            Application Instructions

Establishment of Plan

The Individual whose signature is inscribed on Application Form CAP 1 or WRF3000
has read the attached Retirement Plan and Custody Agreement of which the
Application is a part and agrees to the terms and conditions set forth therein,
and by execution of the Application does establish his or her Individual
Retirement Plan, appointing as Custodian, in accordance with the Custody
Agreement, Fiduciary Trust Company of New Hampshire, and directs that
contributions be applied to the Investment(s) designated on the Application.

Such Investment(s) may require additional application materials as specified by
Waddell & Reed, Inc.  All dividend, capital gain, and interest distributions on
Investment(s) (other than those automatically reinvested) shall be invested in
the United Group of Funds or Waddell & Reed Funds as designated on the
Application.

Custodian Fees

The Custodian Fees under the Individual Retirement Plan sponsored by United
Funds, Inc. (other than Tri-Vest Plans) will be as follows:

     Annual Fee for Maintenance of Plan
     $15.00

     Annual Fee for Maintenance of each Additional Account (e.g. SEP, SIMPLE or
Spousal)  $10.00
     (No charge for separate Rollover Account)

     Distributions - each - This includes cash payments, distributions of
shares,
     and return of excess contributions. Excludes periodic payments
     $ 5.00

     Periodic Payments of Cash and Periodic Distributions of Shares - each
     $ 2.00

If a Tri-Vest Plan is selected, the Custodian Fees will be as follows:

     Annual fee for Maintenance of Plan                               0.5% of
assets;
                                             minimum $35.00, maximum $75.00

     Annual Fee for Maintenance of each Additional Account (e.g. SEP, SIMPLE or
Spousal)  $10.00
     (No charge for separate Rollover Account)

     Distributions - each - This includes cash payments, distributions of
shares, and return of excess  contributions.  Excludes periodic payments
                          $ 5.00

     Withdrawals - this includes partial or periodic payments of benefits
     or excess contributions                                          $ 2.00

Extraordinary services resulting from unusual administrative responsibilities
not contemplated by the above schedule will be subject to such additional
charges as will reasonably compensate the Custodian for the services involved.
The Custodian may change the foregoing schedule of fees in respect to all
calendar years beginning at least 45 days after the Custodian gives the
Individual written notice of such change, and such schedule may also be changed
at any time by mutual agreement between the Individual and the Custodian.

Designation of Beneficiary

Pursuant to the Individual Retirement Plan and Custody Agreement, the Individual
has the right to designate the Beneficiary(ies) to whom any benefits payable on
account of death are to be paid, and, at any time prior to receipt of full
interest, to revoke or amend any designation previously made.  Subject to the
provisions of the Plan, the Individual designates the person(s) named on the
Application as the Beneficiary(ies) to whom any benefits payable on account of
death shall be paid.  The benefits shall be paid to the named Beneficiary(ies)
who survives the Individual.  If any Beneficiary should not survive him or her,
the parts to which living Beneficiaries are entitled shall be increased
proportionately.  If no proportion is indicated, the payment shall be made in
equal shares.

The Individual understands that under the terms of the Plan, he or she has the
right, at any time prior to receipt of full interest under the Plan, to revoke
or amend this designation in any manner and to designate any other person(s) as
substitute Beneficiary(ies), by an appropriate instrument, in writing, filed
with the Custodian as provided in the Plan, and such right is expressly
reserved.

IF CONTINGENT BENEFICIARIES ARE DESIRED, THE INDIVIDUAL MUST COMPLETE
DESIGNATION OF BENEFICIARY FORM MRP972.

Custodian Acceptance

Upon acceptance of the Application by the Custodian, the Individual Retirement
Plan is deemed effective as of the date of the Individual's Authorized
Signature.

<PAGE>
                                  IRA ROLLOVER

                             Application Supplement
                Statement of Distribution from a Retirement Plan
 Qualified Under Section 401(a), 402(a), 403(b), 405(a), or 408 of the Internal
                                  Revenue Code
___  Direct Rollover to Fiduciary Trust Co. NH             ___  Rollover Paid to
                                   Recipient*
 *If 20% mandatory tax withheld, recipient must make up withheld amount out-of-
                         pocket to Rollover full amount

NAME OF RECIPIENT  ____________________________________________________________
________________________________________________________________________________

NAME OF PLAN  _________________________________________________________________
________________________________________________________________________________

DISTRIBUTION BREAKDOWN:

A.   This is to confirm a total distribution of
___________________________________________
                                   (Shares/Dollars)

B.   Which was made on _________________________________________________________
(date).

C.   Amount of non-qualified employee contributions was
____________________________________
                                             (Shares/Dollars)

D.   Amount of qualified employee contributions was
________________________________________
                                             (Shares/Dollars)

REASON FOR DISTRIBUTION:

___ Disability

___ Retirement

___ Termination of Employment __________________________________________________
(date)

   Date Recipient Entered Plan
__________________________________________________ (date)

___ Termination of Qualified Plan
_________________________________________________ (date)

   Date Recipient Entered Plan
__________________________________________________ (date)

AUTHORIZED SIGNATURE: ________________________________________________________
                         (Signature of Trustee, Employer or Plan Administrator)

(NOT required if copy of
Form 1099R or Facsimile
Form issued by Plan Admin-
istrator is attached)
___________________________________________________________________
                                   (Title)

SEE REVERSE SIDE FOR INSTRUCTIONS
                             ADDITIONAL INFORMATION

IRA ROLLOVER APPLICATION SUPPLEMENT (Form CRP5A) EXPLANATION

-- Name of Recipient: Indicate full name of recipient as it appears in
retirement plan account.

-- Name of Plan: Indicate complete name of plan from which distribution was
made.

-- Distribution Breakdown: Complete Items A, B, C, and D, indicating shares or
dollars.  If shares are received as part of the distribution, attach a copy of
the final valuation statement of the distribution.

-- Reason for Distribution: Indicate one of four reasons for distribution.

-- Authorized Signature: In the case of a plan qualified under Section 401(a)
(i.e., Corporate Retirement Plan or Keogh), enter signature of Plan Trustee,
Employer, or Plan Administrator.  In the case of plans qualified under Sections
402(a), 403(b), 405(a), or 408, please enter the signature of the Individual.

NOTE:  If Form 1099R or Facsimile Form is submitted with Application, no
Authorized Signature is required.

TRANSFER OF ASSETS - Assets held in existing IRA plan(s) may be transferred to
the United Funds, Inc.  IRA Plan by completing all items except the Custodian
Approval section of a Transfer of Proceeds Form CRP644, and mailing all four
copies to the Home Office with the IRA Plan Application.

If Assets must be cashed out of pre-established IRA Plan and paid directly to
the Individual, complete the following portions of Form CRP5A and submit with
check endorsed over to "Fiduciary Trust Co." to verify transfer of proceeds.

-- Name of Recipient

-- Name of Plan

-- Distribution Breakdown: items A and B only

-- Authorized Signature of Individual

BILLING STATEMENTS are available for Employer Sponsored Payroll Deduction IRA
Plans, SIMPLE IRA Plans and Simplified Employee Pension Plans.  If an IRA Plan
is intended as an addition to an existing Billing, please indicate the
Employer's billing account number under "Special Remarks" on the Plan
Application.

                          Helping People make the Most
                           of Their Financial Future

                                    Waddell
                                     & Reed

                               FINANCIAL SERVICES

          A Torchmark Company                CRP0005(1/97)