VARIFLEX SIGNATURE
N-4 EL, 1997-03-21
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<PAGE>
                                                              File No. 33-_____
                                                              File No. 811-8836
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933               |X|
         Post-Effective Amendment No.                                 |_|
                                      ------
         Post-Effective Amendment No.                                 |_|
                                      ------


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       |X|
         Amendment No.                                                |_|
                       -------
                        (Check appropriate box or boxes)

                        SBL VARIABLE ANNUITY ACCOUNT VIII
                              (VARIFLEX SIGNATURE)
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

                 700 Harrison Street, Topeka, Kansas 66636-0001
              (Address of Depositor's Principal Executive Offices)

               Depositor's Telephone Number, Including Area Code:
                                 (913) 295-3000

Name of Agent for Service of Process:                   Copies to:

Amy J. Lee, Associate General Counsel             Jeffrey S. Puretz, Esq.
Security Benefit Group Building                   Dechert, Price & Rhoads
700 Harrison Street                                 1500 K Street, N.W.
Topeka, KS 66636-0001                              Washington, DC 20005

(Name and address of Agent for Service)

Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of this Registration Statement.

Title of  securities  being  registered:  Interests in a separate  account under
individual flexible premium deferred variable annuity contracts.

<PAGE>

                       DECLARATION PURSUANT TO RULE 24F-2

Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the Registrant
declares that an indefinite  number or amount of securities has been  registered
under the Securities Act of 1933. No fee required.

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),
may determine.

<PAGE>

                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

               Showing Location in Part A (Prospectus) and Part B
              (Statement of Additional Information) of Registration
                  Statement of Information Required by Form N-4
- --------------------------------------------------------------------------------

                                     PART A

ITEM OF FORM N-4                        PROSPECTUS CAPTION

  1.   Cover Page.....................  Cover Page

  2.   Definitions....................  Definitions

  3.   Synopsis.......................  Summary; Expense Table; Contractual
                                        Expenses; Annual Separate Account
                                        Expenses; Annual Mutual Fund Expenses

  4.   Condensed Financial Information

       (a) Accumulated Unit Values....  N/A

       (b) Performance Data...........  Performance Information

       (c) Additional Financial
           Information................  Additional Information;
                                        Financial Statements

  5.   General Description of
       Registrant, Depositor,
       and Portfolio Companies

       (a) Depositor..................  Information about Security Benefit, the
                                        Separate Account, and the Mutual Fund;
                                        Security Benefit Life Insurance Company

       (b) Registrant.................  Separate Account; Information about
                                        Security Benefit, the Separate Account,
                                        and the Mutual Fund

       (c) Portfolio Company..........  Information about Security Benefit, the
                                        Separate Account, and the Mutual Fund;
                                        SBL Fund; The Investment Adviser

       (d) Fund Prospectus............  SBL Fund

<PAGE>

       (e) Voting Rights..............  Voting of Mutual Fund Shares

       (f) Administrators.............  Security Benefit Life Insurance Company

  6.   Deductions and Expenses

       (a) General....................  Charges and Deductions; Contingent
                                        Deferred Sales Charge; Mortality and
                                        Expense Risk Charge; Administration
                                        Charge; Premium Tax Charge; Other
                                        Charges; Variations in Charges;
                                        Guarantee of Certain Charges; Mutual
                                        Fund Expenses; Contract Charges

       (b) Sales Load %...............  Contingent Deferred Sales Charge

       (c) Special Purchase Plan......  N/A

       (d) Commissions................  Contingent Deferred Sales Charge

       (e) Fund Expenses..............  Mutual Fund Expenses

       (f) Organization Expenses......  N/A

  7.   General Description of Contracts

       (a) Persons with Rights........  The Contract; More About the Contract;
                                        Ownership; Joint Owners; Contract
                                        Benefits; The Fixed Account;
                                        Reports to Owners

       (b)   (i) Allocation of
                 Purchase Payments....  Purchase Payments; Allocation of
                                        Purchase Payments

            (ii) Transfers............  Transfers of Contract Value; Telephone
                                        Transfer Privileges; Dollar Cost
                                        Averaging Option; Asset Reallocation
                                        Option; Full and Partial Withdrawals

                 Exchanges............  N/A

       (c) Changes....................  Substitution of Investments; Changes to
                                        Comply with Law and Amendments

       (d) Inquiries..................  Contacting Security Benefit

  8.   Annuity Period.................  Annuity Period; General; Annuity
                                        Options; Selection of an Option

  9.   Death Benefit..................  Death Benefit

 10.   Purchases and Contract Value

       (a) Purchases..................  The Contract; General; Application for
                                        a Contract; Purchase Payments; Dollar
                                        Cost Averaging Option; Asset
                                        Reallocation Option

       (b) Valuation..................  Contract Value; Determination of
                                        Contract Value; Transfers of Contract
                                        Value; Interest

       (c) Daily Calculation..........  Determination of Contract Value

           Underwriter................  Security Benefit Life Insurance Company

 11.   Redemptions

       (a) - By Owners................  Full and Partial Withdrawals; Systematic
                                        Withdrawals; Payments from the Separate
                                        Account; Payments from the Fixed
                                        Account; Restrictions on Withdrawals
                                        from Qualified Plans; Loans

           - By Annuitant.............  Annuity Options

       (b) Texas ORP..................  N/A

       (c) Check Delay................  N/A

       (d) Lapse......................  Full and Partial Withdrawals

       (e) Free Look..................  Free-Look Right

 12.   Taxes..........................  Federal Tax Matters; Introduction; Tax
                                        Status of Security Benefit and the
                                        Separate Account; Income Taxation of
                                        Annuities in General -- Non-Qualified
                                        Plans; Additional Considerations;
                                        Qualified Plans

 13.   Legal Proceedings..............  Legal Proceedings; Legal Matters

 14.   Table of Contents for
       the Statement of
       Additional Information.........  Statement of Additional Information

<PAGE>

                                     PART B

ITEM OF FORM N-4                        STATEMENT OF ADDITIONAL
                                        INFORMATION CAPTION

 15.   Cover Page.....................  Cover Page

 16.   Table of Contents..............  Table of Contents

 17.   General Information
       and History....................  General Information and History

 18.   Services

       (a)  Fees and Expenses
            of Registrant.............  N/A

       (b)  Management Contracts......  N/A

       (c)  Custodian.................  N/A

              Independent Public
              Accountant..............  Independent Auditors

       (d)  Assets of Registrant......  N/A

       (e)  Affiliated Persons........  N/A

       (f)  Principal Underwriter.....  N/A

 19.   Purchase of Securities
       Being Offered..................  Distribution of the Contract; Limits
                                        on Purchase Payments Paid Under
                                        Tax-Qualified Retirement Plans

 20. Underwriters.....................  Distribution of the Contract

 21. Calculation of Performance Data..  Performance Information

 22. Annuity Payments.................  N/A

 23. Financial Statements.............  Financial Statements

<PAGE>

                       VARIFLEX SIGNATURE VARIABLE ANNUITY

                 INDIVIDUAL AND GROUP FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT

                                   ISSUED BY:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497

     This  Prospectus  describes the Variflex  Signature  Variable  Annuity -- a
flexible  purchase payment  deferred  variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance  Company  ("Security  Benefit").  The
Contract is available for  individuals as a non-tax  qualified  retirement  plan
("Non-Qualified  Plan")  or for  individuals  and  groups in  connection  with a
retirement plan qualified under Section 401, 403(b), 408, or 457 of the Internal
Revenue Code ("Qualified Plan"). The Contract is designed to give Contractowners
flexibility in planning for retirement and other financial goals.

     During the Accumulation  Period, the Contract provides for the accumulation
of a  Contractowner's  value on either a variable basis, a fixed basis, or both.
The Contract  also  provides  several  options for annuity  payments on either a
variable  basis, a fixed basis,  or both to begin on the Annuity Start Date. The
minimum initial purchase payment is $25,000.  Subsequent  purchase  payments are
flexible,  though  they  must be for at least  $500.  Purchase  payments  may be
allocated at the  Contractowner's  discretion to one or more of the  Subaccounts
that comprise a separate account of Security Benefit called the Variable Annuity
Account  VIII (the  "Separate  Account"),  or to the Fixed  Account of  Security
Benefit.  Each  Subaccount of the Separate  Account  invests in a  corresponding
portfolio  ("Series")  of the SBL Fund  (the  "Mutual  Fund").  The  Subaccounts
currently available under the contract are: (1) Growth Series, (2) Growth-Income
Series,  (3) Money Market Series,  (4) Worldwide  Equity Series,  (5) High Grade
Income Series,  (6) Social  Awareness  Series,  (7) Emerging Growth Series,  (8)
Global  Aggressive Bond Series,  (9) Specialized Asset Allocation  Series,  (10)
Managed Asset  Allocation  Series,  (11) Equity Income  Series,  (12) High Yield
Series,  and (13) Value  Series.  The Contract  Value in the Fixed  Account will
accrue interest at rates that are paid by Security  Benefit as described in "The
Fixed Account" on page 22.  Contract Value in the Fixed Account is guaranteed by
Security Benefit.

     The Contract Value in the  Subaccounts  under a Contract will vary based on
investment  performance  of the  Subaccounts  to  which  the  Contract  Value is
allocated. No minimum amount of Contract Value is guaranteed.

     A Contract may be returned  according to the terms of its Free-Look  Right.
(See "Free-Look Right," page 18.)

     This Prospectus concisely sets forth information about the Contract and the
Separate Account that a prospective  investor should know before  purchasing the
Contract.  Certain  additional  information  is  contained  in a  "Statement  of
Additional  Information," dated __________,  1997, which has been filed with the
Securities  and Exchange  Commission  (the "SEC").  The  Statement of Additional
Information,  as it may be  supplemented  from time to time, is  incorporated by
reference  into this  Prospectus  and is  available  at no  charge,  by  writing
Security  Benefit at 700  Harrison  Street,  Topeka,  Kansas 66636 or by calling
1-800-888-2461. The table of contents of the Statement of Additional Information
is set forth on page 35 of this Prospectus.

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE SBL FUND. BOTH
PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

THE CONTRACT INVOLVES RISK,  INCLUDING POSSIBLE LOSS OF PRINCIPAL,  AND IS NOT A
DEPOSIT OR OBLIGATION  OF, OR GUARANTEED OR ENDORSED BY, ANY BANK.  THE CONTRACT
IS NOT  FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION,  THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

DATE:  __________, 1997
- --------------------------------------------------------------------------------
                                       1
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

DEFINITIONS................................................................   5

SUMMARY....................................................................   6
  Purpose of the Contract..................................................   6
  The Separate Account and the Mutual Fund.................................   6
  Fixed Account............................................................   6
  Purchase Payments........................................................   6
  Contract Benefits........................................................   6
  Free-Look Right..........................................................   6
  Charges and Deductions...................................................   7
    Mortality and Expense Risk Charge......................................   7
    Administration Charge..................................................   7
    Premium Tax Charge.....................................................   7
    Other Expenses.........................................................   7
  Contacting Security Benefit..............................................   7

EXPENSE TABLE .............................................................   8
  Contractual Expenses.....................................................   8
  Annual Separate Account Expenses.........................................   8
  Annual Mutual Fund Expenses..............................................   8
  Examples ................................................................   8

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT,
AND THE MUTUAL FUND........................................................  10
  Security Benefit Life Insurance Company..................................  11
  Published Ratings........................................................  11
  Separate Account.........................................................  11
  SBL Fund ................................................................  11
    Series A (Growth Series)...............................................  12
    Series B (Growth-Income Series)........................................  12
    Series C (Money Market Series).........................................  12
    Series D (Worldwide Equity Series).....................................  12
    Series E (High Grade Income Series)....................................  12
    Series J (Emerging Growth Series)......................................  12
    Series K (Global Aggressive Bond Series)...............................  12
    Series M (Specialized Asset Allocation Series).........................  12
    Series N (Managed Asset Allocation Series).............................  13
    Series O (Equity Income Series)........................................  13
    Series P (High Yield Series)...........................................  13
    Series S (Social Awareness Series).....................................  13
    Series V (Value Series)................................................  13
    The Investment Adviser.................................................  13

THE CONTRACT...............................................................  13
  General..................................................................  13
  Application for a Contract...............................................  14
  Purchase Payments........................................................  14
  Allocation of Purchase Payments..........................................  14
  Dollar Cost Averaging Option.............................................  15
  Asset Reallocation Option................................................  15
  Transfers of Contract Value..............................................  16
  Contract Value...........................................................  16
  Determination of Contract Value..........................................  16
  Full and Partial Withdrawals.............................................  16
  Systematic Withdrawals...................................................  17
  Free-Look Right..........................................................  18
  Death Benefit............................................................  18

- --------------------------------------------------------------------------------
                                       2
<PAGE>

                          TABLE OF CONTENTS (CONTINUED)

                                                                            Page
THE CONTRACT (continued)
  Distribution Requirements................................................  18
  Death of the Annuitant...................................................  19

CHARGES AND DEDUCTIONS.....................................................  19
  Contingent Deferred Sales Charge.........................................  19
  Waiver of Withdrawal Charge..............................................  19
  Mortality and Expense Risk Charge........................................  19
  Administration Charge....................................................  20
  Premium Tax Charge.......................................................  20
  Other Charges............................................................  20
  Variations in Charges....................................................  20
  Guarantee of Certain Charges.............................................  20
  Mutual Fund Expenses.....................................................  21

ANNUITY PERIOD.............................................................  21
  General  ................................................................  21
  Annuity Options..........................................................  21
    Option 1--Life Income..................................................  21
    Option 2--Life Income with Guaranteed Payment of 5, 10, 15 or 20 Years.  22
    Option 3--Life with Installment Refund.................................  22
    Option 4--Joint and Last Survivor......................................  22
    Option 5--Payments for a Specified Period..............................  22
    Option 6--Payments of a Specified Amount...............................  22
    Option 7--Period Certain...............................................  22
    Option 8--Joint and Contingent Survivor................................  22
  Selection of an Option...................................................  22

THE FIXED ACCOUNT..........................................................  22
  Interest ................................................................  23
  Death Benefit............................................................  23
  Contract Charges.........................................................  23
  Transfers and Withdrawals from the Fixed Account.........................  24
  Payments from the Fixed Account..........................................  24

MORE ABOUT THE CONTRACT....................................................  24
  Ownership................................................................  24
    Joint Owners...........................................................  24
  Designation and Change of Beneficiary....................................  24
  Participating............................................................  25
  Payments from the Separate Account.......................................  25
  Proof of Age and Survival................................................  25
  Misstatements............................................................  25
  Loans....................................................................  25
  Restrictions on Withdrawals from Qualified Plans.........................  26

FEDERAL TAX MATTERS........................................................  26
  Introduction.............................................................  26
  Tax Status of Security Benefit and the Separate Account..................  26
    General................................................................  26
    Charge for Security Benefit Taxes......................................  26
    Diversification Standards..............................................  27
  Income Taxation of Annuities in General--Non-Qualified Plans.............  27
    Surrenders or Withdrawals Prior to the Annuity Start Date..............  27
    Surrenders or Withdrawals on or after Annuity Start Date...............  28
    Penalty Tax on Certain Surrenders and Withdrawals......................  28

- --------------------------------------------------------------------------------
                                       3


<PAGE>

                          TABLE OF CONTENTS (CONTINUED)

                                                                            Page
  Additional Considerations................................................  28
    Distribution-at-Death Rules............................................  28
    Gift of Annuity Contracts..............................................  28
    Contracts Owned by Non-Natural Persons.................................  28
    Multiple Contract Rule.................................................  29
    Possible Tax Changes...................................................  29
    Transfers, Assignments or Exchanges of a Contract......................  29
  Qualified Plans..........................................................  29
    Section 401............................................................  29
    Section 403(b).........................................................  30
    Section 408............................................................  31
    Section 457............................................................  31
    Rollovers..............................................................  31
    Tax Penalties..........................................................  32
    Withholding............................................................  32

OTHER INFORMATION..........................................................  33
  Voting of Mutual Fund Shares.............................................  33
  Substitution of Investments..............................................  33
  Changes to Comply with Law and Amendments................................  34
  Reports to Owners........................................................  34
  Telephone Transfer Privileges............................................  34
  Legal Proceedings........................................................  34
  Legal Matters............................................................  34

PERFORMANCE INFORMATION....................................................  34

ADDITIONAL INFORMATION.....................................................  35
  Registration Statement...................................................  35
  Financial Statements.....................................................  35

STATEMENT OF ADDITIONAL INFORMATION........................................  35





- --------------------------------------------------------------------------------
THE CONTRACT IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS AUTHORIZED  TO MAKE ANY  REPRESENTATIONS  IN  CONNECTION  WITH THIS
OFFERING  OTHER  THAN  AS  CONTAINED  IN THIS  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL  INFORMATION,  THE  MUTUAL  FUND'S  PROSPECTUS  OR THE  STATEMENT  OF
ADDITIONAL INFORMATION OF THE MUTUAL FUND, OR ANY SUPPLEMENT THERETO.
- --------------------------------------------------------------------------------
                                       4
<PAGE>

                                   DEFINITIONS

     Various terms commonly used in this Prospectus are defined as follows:

     ACCUMULATION  PERIOD -- The  period  commencing  on the  Contract  Date and
ending  on the  Annuity  Start  Date  or,  if  earlier,  when  the  Contract  is
terminated, either through a full withdrawal,  payment of charges, or payment of
the death benefit proceeds.

     ACCUMULATION  UNIT -- A unit of measure  used to  calculate  the value of a
Contractowner's  interest in a  Subaccount  during the  Accumulation  Period and
variable annuity payments under Annuity Options 5 and 6.

     ANNUITANT -- The person on whose life annuity payments depend or designated
to receive annuity payments.

     ANNUITY -- A series of periodic income payments made by Security Benefit to
an Annuitant, Joint Annuitant, or Beneficiary during the period specified in the
Annuity Option.

     ANNUITY OPTIONS -- Options under the Contract that prescribe the provisions
under which a series of annuity payments are made.

     ANNUITY PERIOD -- The period during which annuity payments are made.

     ANNUITY START DATE -- The date when annuity payments are to begin.

     AUTOMATIC  INVESTMENT  PROGRAM  -- A  program  pursuant  to which  purchase
payments are automatically paid from the Owner's bank account on a specified day
of each month.

     CONTRACT DATE -- The date shown as the Contract Date in a Contract.  Annual
Contract  anniversaries  are measured from the Contract  Date. It is usually the
date that the initial purchase payment is credited to the Contract.

     CONTRACT DEBT -- The unpaid loan balance including accrued loan interest.

     CONTRACTOWNER OR OWNER -- The person entitled to the ownership rights under
the Contract and in whose name the Contract is issued.

     CONTRACT VALUE -- The total value of the amounts in a Contract allocated to
the  Subaccounts  of the Separate  Account and the Fixed  Account as well as any
amount set aside in the loan account to secure loans as of any Valuation Date.

     CONTRACT YEAR -- Each twelve-month period measured from the Contract Date.

     DESIGNATED BENEFICIARY -- The person having the right to the death benefit,
if any,  payable  upon the  death of the  Owner or the Joint  Owner  during  the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
Estate.

     FIXED  ACCOUNT -- An account  that is part of  Security  Benefit's  General
Account  in  which  all or a  portion  of the  Contract  Value  may be held  for
accumulation  at fixed  rates  of  interest  (which  may not be less  than  3.25
percent) declared by Security Benefit periodically at its discretion.

     GENERAL  ACCOUNT  -- All  assets  of  Security  Benefit  other  than  those
allocated to the Separate  Account or to any other separate  account of Security
Benefit.

     GROUP  CONTRACT  - A  Contract  issued  to a  group  in  connection  with a
Qualified Plan under which record of participants'  interests in the Contract is
not maintained by Security Benefit.

     HOME OFFICE -- The Annuity  Administration  Department of Security Benefit,
P.O. Box 750497, Topeka, Kansas 66675-0497.

     HOSPITAL -- An institution that is licensed as such by the Joint Commission
of  Accreditation  of  Hospitals,  or any  lawfully  operated  institution  that
provides  in-patient  treatment  of sick and injured  persons  through  medical,
diagnostic  and surgical  facilities  directed by physicians and 24 hour nursing
services.

     MUTUAL  FUND  -- SBL  Fund.  The  Mutual  Fund is a  diversified,  open-end
management investment company commonly referred to as a mutual fund.

     PARTICIPANT - A Participant under a Qualified Plan.

     PURCHASE PAYMENT -- An amount paid to Security Benefit as consideration for
the Contract.

     QUALIFIED  SKILLED NURSING FACILITY -- A facility  licensed by the state to
provide on a daily basis  convalescent or chronic care for  in-patients  who, by
reason of infirmity or illness, are not able to care for themselves.

     SEPARATE  ACCOUNT -- The Variable  Annuity Account VIII. A separate account
of Security Benefit that consists of accounts, referred to as Subaccounts,  each
of which invests in a corresponding Series of the Mutual Fund.

     SUBACCOUNT -- A division of the Separate  Account of Security Benefit which
invests  in a  corresponding  series of the  Mutual  Fund.  Currently,  thirteen
Subaccounts are available under the Contract.

     TERMINAL  ILLNESS -- An incurable  condition  that with a degree of medical
certainty will result in death within one year.

     VALUATION DATE -- Each date on which the Separate Account is valued,  which
currently  includes  each  day  that the New  York  Stock  Exchange  is open for
trading.  The New York Stock Exchange is closed on weekends and on the following
holidays:  New Year's Day,  Presidents'  Day,  Good Friday,  Memorial  Day, July
Fourth, Labor Day, Thanksgiving Day, and Christmas Day.

     VALUATION PERIOD -- A period used in measuring the investment experience of
each  Subaccount of the Separate  Account.  The  Valuation  Period begins at the
close  of one  Valuation  Date and  ends at the  close  of the  next  succeeding
Valuation Date.

     WITHDRAWAL  VALUE -- The  amount a  Contractowner  may  receive  upon  full
withdrawal of the Contract,  which is equal to Contract  Value less any Contract
Debt, any applicable withdrawal charges, and any uncollected premium taxes.

- --------------------------------------------------------------------------------
                                       5
<PAGE>

                                     SUMMARY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant  aspects  of the  Contract.  Further  detail  is  provided  in  this
Prospectus,  the Statement of Additional Information,  and the Contract.  Unless
the  context  indicates  otherwise,  the  discussion  in  this  summary  and the
remainder of the Prospectus relates to the portion of the Contract involving the
Separate  Account.  The Fixed  Account  is  briefly  described  under "The Fixed
Account" on page 22 and in the Contract.

PURPOSE OF THE CONTRACT

     The  flexible   purchase   payment   deferred   variable  annuity  contract
("Contract")  described in this  Prospectus  is designed to give  Contractowners
flexibility in planning for retirement and other financial  goals.  The Contract
provides for the  accumulation  of values on a variable basis, a fixed basis, or
both,  during the  Accumulation  Period and provides several options for annuity
payments on a variable  basis, a fixed basis, or both.  During the  Accumulation
Period, an Owner can pursue various  allocation  options by allocating  purchase
payments to the Subaccounts of the Separate Account or to the Fixed Account. See
"The Contract," page 13.

     The  Contract is eligible for  purchase as a non-tax  qualified  retirement
plan for an individual ("Non-Qualified Plan"). The Contract is also eligible for
an individual  or group in connection  with a retirement  plan  qualified  under
Section  401,  403(b),  408, or 457 of the  Internal  Revenue  Code of 1986,  as
amended.  These plans are sometimes referred to in this Prospectus as "Qualified
Plans."

THE SEPARATE ACCOUNT AND THE MUTUAL FUND

     Purchase  payments  designated  to  accumulate  on  a  variable  basis  are
allocated to the Separate Account. See "Separate Account," page 11. The Separate
Account is currently  divided into thirteen accounts referred to as Subaccounts.
Each Subaccount invests  exclusively in shares of a corresponding  Series of the
Mutual  Fund.  The  Series of the  Mutual  Fund,  each of which has a  different
investment objective or objectives, are as follows: Growth Series, Growth-Income
Series, Money Market Series,  Worldwide Equity Series, High Grade Income Series,
Social Awareness Series,  Emerging Growth Series, Global Aggressive Bond Series,
Specialized Asset Allocation  Series,  Managed Asset Allocation  Series,  Equity
Income  Series,  High Yield  Series and Value  Series.  See "SBL Fund," page 11.
Amounts held in a Subaccount will increase or decrease in dollar value depending
on the  investment  performance  of the Series of the Mutual  Fund in which such
Subaccount  invests.  The  Contractowner  bears the investment  risk for amounts
allocated to a Subaccount of the Separate Account.

FIXED ACCOUNT

     Purchase  payments  designated  to  accumulate  on a  fixed  basis  may  be
allocated  to the Fixed  Account,  which is part of Security  Benefit's  General
Account.  Amounts  allocated  to  the  Fixed  Account  earn  interest  at  rates
determined  at the  discretion of Security  Benefit and are  guaranteed to be at
least an effective annual rate of 3.25 percent. See "The Fixed Account," on page
22.

PURCHASE PAYMENTS

     The  minimum  initial   purchase  payment  is  $25,000.   Thereafter,   the
Contractowner may choose the amount and frequency of purchase  payments,  except
that the minimum subsequent purchase payment is $500. See "Purchase Payments" on
page 14.

CONTRACT BENEFITS

     During the  Accumulation  Period,  Contract Value may be transferred by the
Contractowner  among the Subaccounts of the Separate Account and to and from the
Fixed Account, subject to certain restrictions as described in "The Contract" on
page 13 and "The Fixed Account" on page 22.

     At any time before the Annuity  Start Date, a Contract  may be  surrendered
for  its  Withdrawal  Value,  and  partial  withdrawals,   including  systematic
withdrawals,   may  be  taken  from  the  Contract  Value,  subject  to  certain
restrictions  described in "The Fixed Account" on page 22. See "Full and Partial
Withdrawals,"  page 16 and "Federal Tax Matters,"  page 26 for more  information
about withdrawals, including the 10 percent penalty tax that may be imposed upon
full and partial withdrawals  (including  systematic  withdrawals) made prior to
the Owner attaining age 59 1/2.

     The  Contract  provides  for a death  benefit  upon the  death of the Owner
during the Accumulation Period. A death benefit is not available, however, under
a Group  Contract.  See  "Death  Benefit,"  page 18 for  more  information.  The
Contract  provides for several  Annuity  Options on either a variable  basis,  a
fixed  basis,  or  both.  Payments  under  the  fixed  Annuity  Options  will be
guaranteed by Security Benefit. See "Annuity Period," page 21.

FREE-LOOK RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning  when the Owner receives the Contract.  In
this  event,  Security  Benefit  will  refund  to the  Owner  purchase  payments
allocated to the Fixed Account plus the Contract Value in the  Subaccounts  plus
any charges  deducted from Contract Value in the  Subaccounts.  Security Benefit
will refund  purchase  payments  allocated  to the  Subaccounts  rather than the
Contract Value in those states where it is required to do so.

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                                       6
<PAGE>

CHARGES AND DEDUCTIONS

     Security  Benefit does not make any deductions for sales load from purchase
payments before  allocating them to the Contract Value.  Certain charges will be
deducted in connection with the Contract as described below.

CONTINGENT DEFERRED SALES CHARGE

     A  contingent  deferred  sales  charge  (which may also be referred to as a
withdrawal  charge) may be  assessed  by  Security  Benefit on a full or partial
withdrawal, including certain systematic withdrawals,  depending on the Contract
Year in which the withdrawal is made.  The  withdrawal  charge will be waived on
withdrawals  to  the  extent  that  total  withdrawals,   including   systematic
withdrawals,  that are free of charge in a Contract  Year do not exceed the Free
Withdrawal amount defined as follows. The Free Withdrawal amount is equal in the
first  Contract  Year,  to 10 percent of purchase  payments made during the year
and, in any subsequent  Contract Year, to 10 percent of Contract Value as of the
first day of that Contract Year. The withdrawal  charge applies to the amount of
any withdrawal that exceeds the Free Withdrawal  amount to the extent the amount
withdrawn is attributable to purchase  payments.  For the purpose of determining
any  withdrawal  charge,  withdrawals  are deemed to be made first from purchase
payments  and then from  earnings.  The amount of the charge  will depend on the
Contract  Year in  which  the  withdrawal  is made  according  to the  following
schedule:

          CONTRACT YEAR           WITHDRAWAL CHARGE
          -------------           -----------------
                1                        6%
                2                        6%
                3                        5%
                4                        4%
                5                        3%
                6                        2%
           7 and later                   0%

     In no event will the amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 6 percent of purchase payments paid under the Contract.  In addition,  no
withdrawal  charge will be imposed upon: (1) payment of death benefit  proceeds;
or (2) annuity  options that  provide for  payments for life,  or a period of at
least 5 years. Subject to insurance  department approval,  the withdrawal charge
also  will be  waived  on a full or  partial  withdrawal  if the  Owner has been
diagnosed  with a  medically  determinable  condition  which  results  in a life
expectancy of one year or less, or upon  confinement  to a hospital or qualified
skilled  nursing  facility  for 90  consecutive  days or more.  See  "Contingent
Deferred Sales Charge," page 19.

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The  charge  is equal to an annual  rate of 1.25  percent  of each  Subaccount's
average  daily net assets (1.2 percent with  respect to Contract  Value  applied
under  Annuity  Options 1 through 4, 7 and 8). See  "Mortality  and Expense Risk
Charge" on page 20.

ADMINISTRATION CHARGE

     Security Benefit deducts a daily  administration  charge equal to an annual
rate  of 0.15  percent  of each  Subaccount's  average  daily  net  assets.  The
Administration  Charge is not  assessed  against  Contract  Value which has been
applied under Annuity Options 1 through 4, 7 and 8. See "Administration  Charge"
on page 20.

PREMIUM TAX CHARGE

     Security  Benefit assesses a premium tax charge to reimburse itself for any
premium  taxes that it incurs with  respect to this  Contract.  This charge will
usually be deducted on  annuitization  or upon full  withdrawal if a premium tax
was incurred by Security  Benefit and is not  refundable.  Partial  withdrawals,
including  systematic  withdrawals,  may be subject to a premium tax charge if a
premium  tax is  incurred  on the  withdrawal  by  Security  Benefit  and is not
refundable. Security Benefit reserves the right to deduct such taxes when due or
anytime  thereafter.  Premium  tax rates  currently  range from 0 percent to 3.5
percent. See "Premium Tax Charge" on page 20.

OTHER EXPENSES

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit.  Investment advisory fees and operating expenses of the Mutual Fund are
paid by the Mutual Fund and are  reflected  in the net asset value of the Mutual
Fund shares. For a description of these charges and expenses, see the Prospectus
for the Mutual Fund.

CONTACTING SECURITY BENEFIT

     All written requests,  notices, and forms required by the Contract, and any
questions or  inquiries  should be directed to Security  Benefit Life  Insurance
Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by phone by calling (913)
295-3112 or 1-800-888-2461, extension 3112.

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                                       7
<PAGE>

                                  EXPENSE TABLE

     The  purpose  of this table is to assist  investors  in  understanding  the
various  costs and  expenses  borne  directly  and  indirectly  by Owners of the
Contracts with Contract Value allocated to the  Subaccounts.  The table reflects
any  contractual  charges,  expenses of the  Separate  Account,  and charges and
expenses of the Mutual Fund.  The table does not reflect  premium taxes that may
be imposed by various  jurisdictions.  See "Premium  Tax  Charge,"  page 20. The
information contained in the table is not applicable to amounts allocated to the
Fixed Account.

     For a complete description of a Contract's costs and expenses, see "Charges
and Deductions,"  page 19. For a more complete  description of the Mutual Fund's
costs  and  expenses,  see the  SBL  Fund  Prospectus,  which  accompanies  this
Prospectus.

CONTRACTUAL EXPENSES

Sales load on purchase payments.....................................   None
Contingent deferred sales charge (as a percentage of
  amount withdrawn attributable to Purchase Payments)...............   6%(1)
Transfer Fee (per transfer).........................................   None

ANNUAL SEPARATE ACCOUNT EXPENSES (AS A PERCENTAGE OF EACH  SUBACCOUNT'S  AVERAGE
DAILY NET ASSETS)

Annual Mortality and Expense Risk Charge............................   1.25%
Annual Administration Charge........................................   0.15%
Total Separate Account Annual Expenses..............................   1.40%

ANNUAL MUTUAL FUND  EXPENSES (AS A PERCENTAGE OF EACH SERIES'  AVERAGE DAILY NET
ASSETS)

                                                 ADVISORY               TOTAL
                                                   FEE                  MUTUAL
                                                (AFTER FEE    OTHER      FUND
                                                 WAIVER)(2)  EXPENSES  EXPENSES

Growth (Series A)................................  0.75%      0.08%     0.83%
Growth-Income (Series B).........................  0.75%      0.08%     0.83%
Money Market (Series C)..........................  0.50%      0.10%     0.60%
Worldwide Equity (Series D)......................  1.00%      0.31%     1.31%
High Grade Income (Series E).....................  0.75%      0.10%     0.85%
Social Awareness (Series S)......................  0.75%      0.11%     0.86%
Emerging Growth (Series J).......................  0.75%      0.09%     0.84%
Global Aggressive Bond (Series K)................  0.00%      1.28%     1.28%
Specialized Asset Allocation (Series M)..........  1.00%      0.94%     1.94%
Managed Asset Allocation (Series N)..............  1.00%      0.90%     1.90%
Equity Income (Series O).........................  1.00%      0.40%     1.40%
High Yield Series (Series P).....................  0.00%      0.28%     0.28%
Value Series (Series V)..........................  0.00%      0.28%     0.28%

1.  The  amount  of the  contingent  deferred  sales  charge  is  determined  by
    reference to the Contract Year in which the withdrawal is made.  Withdrawals
    in the first Contract Year are subject to a charge of 6 percent declining to
    0 percent in Contract  Year 7 and later.  A free  withdrawal is available in
    each Contract Year equal to (1) 10 percent of Purchase Payments in the first
    Contract  Year, and (2) 10 percent of Contract Value at the beginning of the
    Contract  Year in each  subsequent  Contract  Year.  See "Full  and  Partial
    Withdrawals,"  page 16 and  "Contingent  Deferred Sales Charge," page 20 for
    more information.

2.  During the fiscal year ended  December  31,  1996,  the  Investment  Adviser
    waived the  advisory  fee of Series K and,  during the  fiscal  year  ending
    December 31,  1997,  the  Investment  Adviser will waive the advisory fee of
    Series K, Series P and Series V; absent such  waiver,  the  advisory  fee of
    each of Series K, Series P and Series V would have been .75  percent.  There
    can be no assurance that the  Investment  Adviser will continue to waive the
    Series' advisory fees after December 31, 1997.

EXAMPLES

     The examples  presented below show expenses that a Contractowner  would pay
at the end of one, three,  five or ten years. The information  presented applies
if, at the end of those time periods,  the Contract is (1)  surrendered,  or (2)
annuitized or otherwise not  surrendered.  The examples show expenses based upon
an allocation of $1,000 to each of the Subaccounts.

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                                       8
<PAGE>

     The examples  below should not be  considered a  representation  of past or
future expenses.  Actual expenses may be greater or lesser than those shown. The
5 percent  return  assumed in the  examples  is  hypothetical  and should not be
considered  a  representation  of past or future  actual  returns,  which may be
greater or lesser than the assumed amount.

     Example  -- The  Owner  would  pay the  expenses  shown  below  on a $1,000
investment,  assuming 5 percent  annual  return on assets and  surrender  of the
Contract at the end of the applicable time period:

                                                1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                                ------ ------- ------- --------
  Growth Subaccount............................   $77    $117    $150    $256
  Growth-Income Subaccount.....................    77     117     150     256
  Money Market Subaccount......................    74     110     138     233
  Worldwide Equity Subaccount..................    81     131     173     304
  High Grade Income Subaccount.................    77     118     151     258
  Social Awareness Subaccount..................    77     118     151     260
  Emerging Growth Subaccount...................    77     118     150     257
  Global Aggressive Bond Subaccount............    81     130     172     301
  Specialized Asset Allocation Subaccount......    88     149     203     363
  Managed Asset Allocation Subaccount..........    87     148     201     359
  Equity Income Subaccount.....................    82     134     177     313
  High Yield Subaccount........................    71     101     122     199
  Value Subaccount.............................    71     101     122     199

     Example  -- The  Owner  would  pay the  expenses  shown  below  on a $1,000
investment, assuming 5 percent annual return on assets and NO surrenders:

                                               1 YEAR  3 YEARS 5 YEARS 10 YEARS
                                               ------  ------- ------- --------
  Growth Subaccount............................  $23      $70    $119    $256
  Growth-Income Subaccount.....................   23       70     119     256
  Money Market Subaccount......................   20       63     108     233
  Worldwide Equity Subaccount..................   27       84     143     304
  High Grade Income Subaccount.................   23       70     120     258
  Social Awareness Subaccount..................   23       71     121     260
  Emerging Growth Subaccount...................   23       70     120     257
  Global Aggressive Bond Subaccount............   27       83     142     301
  Specialized Asset Allocation Subaccount......   34      103     174     363
  Managed Asset Allocation Subaccount..........   33      102     172     359
  Equity Income Subaccount.....................   28       87     148     313
  High Yield Subaccount........................   17       53      91     199
  Value Subaccount.............................   17       53      91     199

                         CONDENSED FINANCIAL INFORMATION

     The following condensed financial  information  presents  accumulation unit
values for the year ended  December  31,  1996 and for the period  April 1, 1995
(date of inception)  through  December 31, 1995, as well as ending  accumulation
units outstanding under each Subaccount.

                                                           1995(1)     1996
GROWTH SUBACCOUNT                                          -------    ------
Accumulation unit value:
     Beginning of period.................................   $10.00     $13.20
     End of period.......................................    13.20      15.96
Accumulation units outstanding at the end of period......  289,693  1,987,463

GROWTH-INCOME SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $12.70
     End of period.......................................    12.70      14.80
Accumulation units outstanding at the end of period......  248,974  1,388,519

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                                       9
<PAGE>

MONEY MARKET SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $10.35
     End of period.......................................    10.35      10.72
Accumulation units outstanding at the end of period......  288,907  1,520,180

WORLDWIDE EQUITY SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $11.42
     End of period.......................................    11.42      13.21
Accumulation units outstanding at the end of period......  126,206  1,183,160

HIGH GRADE INCOME SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $11.56
     End of period.......................................    11.56      11.31
Accumulation units outstanding at the end of period......  240,306  1,631,708

EMERGING GROWTH SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $11.89
     End of period.......................................    11.89      13.84
Accumulation units outstanding at the end of period......  133,581    772,390

GLOBAL AGGRESSIVE BOND SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $10.67
     End of period.......................................    10.67      11.96
Accumulation units outstanding at the end of period......   86,477    328,077

SPECIALIZED ASSET ALLOCATION SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $10.62
     End of period.......................................    10.62      11.96
Accumulation units outstanding at the end of period......  471,091  1,361,078

MANAGED ASSET ALLOCATION SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $10.64
     End of period.......................................    10.64      11.84
Accumulation units outstanding at the end of period......  231,852    715,033

EQUITY INCOME SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $11.61
     End of period.......................................    11.61      13.73
Accumulation units outstanding at the end of period......  267,317  1,764,015

SOCIAL AWARENESS SUBACCOUNT
Accumulation unit value:
     Beginning of period.................................   $10.00     $12.56
     End of period.......................................    12.56      14.69
Accumulation units outstanding at the end of period......   37,149    220,549


1.  Global Aggressive Bond Subaccount,  Specialized Asset Allocation Subaccount,
    Managed Asset  Allocation  Subaccount  and Equity Income  Subaccount for the
    period June 1, 1995 (inception) through December 31, 1995.

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                                       10
<PAGE>

                       INFORMATION ABOUT SECURITY BENEFIT,
                          THE SEPARATE ACCOUNT, AND THE
                                   MUTUAL FUND

SECURITY BENEFIT LIFE INSURANCE COMPANY

     Security  Benefit is a mutual life insurance  company  organized  under the
laws of the State of Kansas. It was organized  originally as a fraternal benefit
society  and  commenced  business  February  22,  1892.  It became a mutual life
insurance company under its present name on January 2, 1950.

     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of  December  31,  1996,  Security  Benefit  had over  $15.5  billion of life
insurance in force and total assets of approximately $5.5 billion. Together with
its subsidiaries, Security Benefit has total funds under management of over $6.6
billion.

     The Principal Underwriter for the Contracts is Security Distributors,  Inc.
("SDI"), 700 SW Harrison Street, Topeka, Kansas 66636-0001. SDI is registered as
a  broker/dealer  with  the SEC and is a  wholly-owned  subsidiary  of  Security
Benefit  Group,  Inc., a financial  services  holding  company  wholly-owned  by
Security Benefit.

PUBLISHED RATINGS

     Security  Benefit may from time to time  publish in  advertisements,  sales
literature and reports to Owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A. M. Best Company
and  Standard & Poor's.  The purpose of the ratings is to reflect the  financial
strength  and/or  claims-paying  ability of  Security  Benefit and should not be
considered  as  bearing  on the  investment  performance  of assets  held in the
Separate  Account.  Each year A. M. Best Company reviews the financial status of
thousands of insurers,  culminating in the assignment of Best's  Ratings.  These
ratings  reflect their 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,  the  claims-paying  ability of
Security Benefit as measured by Standard & Poor's Insurance Ratings Services may
be referred to in  advertisements  or sales  literature or in reports to Owners.
These  ratings  are  opinions  of 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 Separate  Account or the degree of risk  associated  with an
investment in the Separate Account.

SEPARATE ACCOUNT

     The Separate  Account was established by Security  Benefit on September 12,
1994,  under  procedures  established  under Kansas law. The income,  gains,  or
losses of the Separate Account, whether or not realized, are, in accordance with
the Contracts, credited to or charged against the assets of the Separate Account
without regard to other income,  gains,  or losses of Security  Benefit.  K.S.A.
40-436 provides that assets in a separate  account  attributable to the reserves
and other  liabilities  under the contracts are not chargeable with  liabilities
arising from any other business that the insurance  company  conducts if, and to
the extent the contracts so provide, and the Contract contains such a provision.
Security  Benefit  owns the assets in the  Separate  Account  and is required to
maintain  sufficient assets in the Separate Account to meet all Separate Account
obligations  under the Contracts.  Security  Benefit may transfer to its General
Account assets that exceed anticipated  obligations of the Separate Account. All
obligations  arising under the Contracts are general  corporate  obligations  of
Security  Benefit.  Security  Benefit may invest its own assets in the  Separate
Account for other  purposes,  but not to support  contracts  other than variable
annuity  contracts,  and may  accumulate in the Separate  Account  proceeds from
Contract charges and investment results applicable to those assets.

     The  Separate  Account is  currently  divided  into  thirteen  Subaccounts.
Income, gains and losses,  whether or not realized,  are, in accordance with the
Contracts,  credited  to, or  charged  against,  the  assets of each  Subaccount
without  regard to the income,  gains or losses in the other  Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a  specific  Series of the Mutual
Fund. Security Benefit may in the future establish additional Subaccounts of the
Separate  Account,  which may invest in other  Series of the  Mutual  Fund or in
other securities, mutual funds, or investment vehicles.

     The Separate  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

SBL FUND

     SBL  Fund  (the  "Mutual  Fund")  is  a  diversified,  open-end  management
investment  company of the series type.  The Mutual Fund is registered  with the
SEC under the 1940 Act. Such  registration  does not involve  supervision by the
SEC of the investments or investment  policy of the Mutual Fund. The Mutual Fund
currently has thirteen  separate  portfolios  ("Series"),  each of which pursues
different investment objectives and policies.

     Shares of the Mutual  Fund  currently  are  offered  only for  purchase  by
separate  accounts  of  Security  Benefit to serve as 

- --------------------------------------------------------------------------------
                                       11
<PAGE>

an investment  medium for variable life insurance  policies and variable annuity
contracts  issued by  Security  Benefit.  Thus,  the  Mutual  Fund  serves as an
investment medium for both variable life insurance policies and variable annuity
contracts. This is called "mixed funding." Shares of the Mutual Fund also may be
sold in the future to  separate  accounts  of other  insurance  companies,  both
affiliated  and not  affiliated  with Security  Benefit.  This is called "shared
funding."  Security  Benefit  currently  does not foresee any  disadvantages  to
Contractowners  arising from either  mixed or shared  funding;  however,  due to
differences  in tax  treatment  or  other  considerations,  it is  theoretically
possible that the interests of owners of various  contracts for which the Mutual
Fund serves as an investment medium might at some time be in conflict.  However,
Security Benefit, the Mutual Fund's Board of Directors,  and any other insurance
companies  that  participate  in the Mutual  Fund in the future are  required to
monitor  events in order to identify any material  conflicts that arise from the
use of the Mutual Fund for mixed and/or shared funding.  The Mutual Fund's Board
of Directors is required to determine  what action,  if any,  should be taken in
the event of such a conflict. If such a conflict were to occur, Security Benefit
might be required  to withdraw  the  investment  of one or more of its  separate
accounts  from the  Mutual  Fund.  This  might  force  the  Mutual  Fund to sell
securities at disadvantageous prices.

     A summary of the investment  objective of each Series of the Mutual Fund is
described  below.  There can be no  assurance  that any Series will  achieve its
objective. More detailed information is contained in the accompanying prospectus
of the Mutual  Fund,  including  information  on the risks  associated  with the
investments and investment techniques of each Series.

THE MUTUAL FUND'S  PROSPECTUS  ACCOMPANIES  THIS  PROSPECTUS  AND SHOULD BE READ
CAREFULLY BEFORE INVESTING.

SERIES A (GROWTH SERIES)

     Amounts  allocated to the Growth  Subaccount  are invested in Series A. The
investment  objective  of  Series  A is to  seek  long-term  capital  growth  by
investing  in a  broadly  diversified  portfolio  of common  stocks,  securities
convertible  into  common  stocks,   preferred  stocks,  bonds  and  other  debt
securities.

SERIES B (GROWTH-INCOME SERIES)

     Amounts allocated to the Growth-Income Subaccount are invested in Series B.
Series B seeks long-term growth of capital with secondary  emphasis on income by
investing in various types of securities,  including common stocks,  convertible
securities, preferred stocks and debt securities. Series B's investments in debt
securities may include  securities  rated below investment  grade.  Series B may
also temporarily invest in government bonds or commercial paper.

SERIES C (MONEY MARKET SERIES)

     Amounts  allocated to the Money Market Subaccount are invested in Series C.
The  investment  objective  of Series C is to provide as high a level of current
income as is  consistent  with  preserving  capital.  It invests in high quality
money market instruments with maturities of not longer than thirteen months.

SERIES D (WORLDWIDE EQUITY SERIES)

     Amounts allocated to the Worldwide Equity Subaccount are invested in Series
D. The investment  objective of Series D is to seek long-term  growth of capital
primarily  through  investment  in common  stocks and  equivalents  of companies
domiciled in foreign countries and the United States.

SERIES E (HIGH GRADE INCOME SERIES)

     Amounts  allocated  to the High Grade  Income  Subaccount  are  invested in
Series E. The investment objective of Series E is to provide current income with
security of principal.  Series E seeks to achieve this  investment  objective by
investing  in a broad  range of debt  securities,  including  U.S.  and  foreign
corporate  debt  securities  and  securities  issued  by the  U.S.  and  foreign
governments.

SERIES J (EMERGING GROWTH SERIES)

     Amounts  allocated to the Emerging Growth Subaccount are invested in Series
J. The investment  objective of Series J is to seek capital appreciation through
investment in a broadly  diversified  portfolio of securities  which may include
common stocks, preferred stocks, debt securities and securities convertible into
common stocks.

SERIES K (GLOBAL AGGRESSIVE BOND SERIES)

     Amounts  allocated to the Global Aggressive Bond Subaccount are invested in
Series K. The  investment  objective of Series K is to seek high current  income
and,  as  a  secondary  objective,   capital  appreciation  by  investing  in  a
combination  of foreign and  domestic  high-yield,  lower rated debt  securities
(commonly known as "junk bonds").

SERIES M ( SPECIALIZED ASSET ALLOCATION SERIES)

     Amounts  allocated  to the  Specialized  Asset  Allocation  Subaccount  are
invested in Series M. The investment objective of Series M is to seek high total
return  consisting of capital  appreciation  and current income.  Series M seeks
this  objective by  following an asset  allocation  strategy  that  

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                                       12
<PAGE>

contemplates  shifts  among a wide  range of  investment  categories  and market
sectors, including equity and debt securities of domestic and foreign issues.

SERIES N (MANAGED ASSET ALLOCATION SERIES)

     Amounts  allocated to the Managed Asset Allocation  Subaccount are invested
in Series N. The  investment  objective  of Series N is to seek a high  level of
total  return by  investing  primarily  in a  diversified  portfolio of debt and
equity securities.

SERIES O (EQUITY INCOME SERIES)

     Amounts allocated to the Equity Income Subaccount are invested in Series O.
The investment  objective of Series O is to seek to provide substantial dividend
income and also capital  appreciation by investing  primarily in dividend-paying
common stocks of established companies.

SERIES P (HIGH YIELD SERIES)

     Amounts  allocated to the High Yield  Subaccount  are invested in Series P.
The  investment  objective of Series P is to seek high current  income.  Capital
appreciation  is a  secondary  objective.  Series  P  seeks  its  objectives  by
investing  primarily in higher yielding,  higher risk debt securities  (commonly
referred to as "junk bonds").

SERIES S (SOCIAL AWARENESS SERIES)

     Amounts allocated to the Social Awareness Subaccount are invested in Series
S. The  investment  objective  of Series S is to seek  capital  appreciation  by
investing in various  types of  securities  which meet certain  social  criteria
established for the Series.  Series S will invest in a diversified  portfolio of
common stocks,  convertible  securities,  preferred  stocks and debt securities.
Series S may temporarily invest in government bonds or commercial paper.

SERIES V (VALUE SERIES)

     Amounts  allocated  to the Value  Subaccount  are invested in Series V. The
investment  objective  of Series V is to seek  long-term  growth of  capital  by
investing in a diversified  portfolio consisting primarily of common stocks. The
Series  will  invest  in  stocks  that  the  Investment   Adviser  believes  are
undervalued relative to assets, earnings, growth potential or cash flow.

THE INVESTMENT ADVISER

     Security Management Company, LLC (the "Investment Adviser"), located at 700
SW Harrison Street,  Topeka,  Kansas 66636 serves as investment  adviser to each
Series of the Mutual Fund. The Investment  Adviser is registered with the SEC as
an  investment  adviser.   The  Investment  Adviser  formulates  and  implements
continuing  programs for the purchase and sale of securities in compliance  with
the investment  objectives,  policies,  and restrictions of each Series,  and is
responsible  for the day to day  decisions  to buy and sell  securities  for the
Series except Series D, K, N and O. The Investment Adviser has engaged Lexington
Management Corporation,  Park 80 West, Plaza Two, Saddle Brook, New Jersey 07662
to provide certain  investment  advisory  services to Series D and K of the Fund
and Lexington has entered into an agreement with MFR Advisors, Inc., One Liberty
Plaza,  46th Floor,  New York,  New York 10006,  to provide  certain  investment
advisory services to Series K of the Fund. The Investment Adviser has engaged T.
Rowe Price  Associates,  Inc.,  100 E. Pratt St.,  Baltimore,  Maryland 21202 to
provide certain  investment  advisory services to Series N and O. The Investment
Adviser has  engaged  Meridian  Investment  Management  Corporation,  12835 East
Arapahoe   Road,   Tower  II,  7th   Floor,   Englewood,   Colorado   80112  and
Templeton/Franklin Investment Services, Inc., 777 Mariners Island Boulevard, San
Mateo,  California  94404, to provide  certain  analytic  research  services for
Series M.

                                  THE CONTRACT

GENERAL

     The Contract  offered by this  Prospectus  is a flexible  purchase  payment
deferred variable annuity that is issued by Security Benefit. To the extent that
all or a portion of purchase  payments  are  allocated to the  Subaccounts,  the
Contract is significantly  different from a fixed annuity contract in that it is
the Owner  under a Contract  who  assumes  the risk of  investment  gain or loss
rather than  Security  Benefit.  Upon the  maturity of a Contract,  the Contract
provides  several  Annuity  Options on a variable  basis, a fixed basis or both,
under which Security Benefit will pay periodic annuity payments beginning on the
Annuity Start Date. The amount that will be available for annuity  payments will
depend  on the  investment  performance  of the  Subaccounts  to which  purchase
payments  have been  allocated  and the amount of interest  credited on Contract
Value that has been allocated to the Fixed Account.

     The  Group  Contract  offered  by  this  Prospectus  is  identical  to  the
individual  form of the  Contract  in all  material  respects  except  the death
benefit and annuity  option  provisions.  The Group  Contract does not provide a
death  benefit and makes annuity  options  available to  Participants  only upon
receipt of certain  distributions  from the  Qualified  Plan.  The annuity rates
available to Participants  are guaranteed in the Group  Contract.  An individual
annuity  contract  will  be  issued  to a  Participant  who  elects  to  apply a
distribution from the Plan to purchase an annuity from Security Benefit.

     The Contract is available  for purchase as a non-tax  qualified  retirement
plan ("Non-Qualified Plan") by an 

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                                       13
<PAGE>

individual. The Contract is also eligible for use in connection with certain tax
qualified  retirement  plans that meet the  requirements of Section 401, 403(b),
408, or 457 of the Internal Revenue Code ("Qualified Plan"). Certain federal tax
advantages  are  currently  available  to  retirement  plans that qualify as (1)
self-employed individuals' retirement plans under Section 401, such as HR-10 and
Keogh plans, (2) pension or profit-sharing  plans established by an employer for
the benefit of its  employees  under  Section  401,  (3)  individual  retirement
accounts  or  annuities,  including  those  established  by  an  employer  as  a
simplified  employee pension plan, under Section 408, (4) annuity purchase plans
of public  school  systems and certain  tax-exempt  organizations  under Section
403(b) or (5) deferred compensation plans for employees established by a unit of
a state or local government or by a tax-exempt  organization  under Section 457.
Joint Owners are permitted only on a Contract issued pursuant to a Non-Qualified
Plan.

APPLICATION FOR A CONTRACT

     Any person wishing to purchase a Contract may submit an application  and an
initial  purchase  payment  to  Security  Benefit,  as well as any other form or
information  that Security  Benefit may require.  Security  Benefit reserves the
right to reject an  application or purchase  payment for any reason,  subject to
Security  Benefit's  underwriting  standards and  guidelines  and any applicable
state or federal law relating to nondiscrimination.

     The  maximum  age of an Owner or  Annuitant  for which a  Contract  will be
issued is age 90 (age 75 for  Contracts  issued in Florida).  If there are Joint
Owners or  Annuitants,  the maximum issue age will be determined by reference to
the older Owner or Annuitant.

PURCHASE PAYMENTS

     The minimum  initial  purchase  payment  for the  purchase of a Contract is
$25,000  for  both   Non-Qualified   and  Qualified   Plans.   Thereafter,   the
Contractowner may choose the amount and frequency of purchase  payments,  except
that the minimum subsequent  purchase payment is $500 for both Non-Qualified and
Qualified  Plans.  The  minimum  subsequent  purchase  payment  pursuant  to  an
Automatic  Investment  Program is $50.  Security  Benefit may reduce the minimum
purchase payment requirement under certain  circumstances.  Any purchase payment
exceeding $1 million  will not be accepted  without  prior  approval of Security
Benefit.

     An initial  purchase  payment will be applied not later than the end of the
second  Valuation  Date after the  Valuation  Date it is  received  by  Security
Benefit at its Home Office if the purchase payment is preceded or accompanied by
an application that contains  sufficient  information  necessary to establish an
account and properly credit such purchase payment.  The application form will be
provided by Security  Benefit.  If Security  Benefit does not receive a complete
application, the applicant will be notified by Security Benefit that it does not
have the necessary information to issue a Contract. If the necessary information
is not  provided  to Security  Benefit  within  five  Valuation  Dates after the
Valuation  Date on which Security  Benefit first  receives the initial  purchase
payment  or if  Security  Benefit  determines  it  cannot  otherwise  issue  the
Contract,  Security  Benefit  will  return the initial  purchase  payment to the
applicant  unless the  applicant  consents to  Security  Benefit  retaining  the
purchase payment until the application is made complete.

     Subsequent  purchase  payments  will  be  credited  as of  the  end  of the
Valuation  Period in which they are  received  by  Security  Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the Annuity Start Date, so long as the Owner is living. Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code. Subsequent purchase payments may be
paid  under an  Automatic  Investment  Program.  The  initial  purchase  payment
required must be paid before the Automatic  Investment  Program will be accepted
by Security Benefit.

ALLOCATION OF PURCHASE PAYMENTS

     In an application for a Contract, the Contractowner selects the Subaccounts
or the Fixed Account to which  purchase  payments  will be  allocated.  Purchase
payments  will  be  allocated  according  to  the  Contractowner's  instructions
contained  in the  application  or more recent  instructions  received,  if any,
except that no purchase  payment  allocation  is permitted  that would result in
less than 1 percent of any payment being  allocated to any one Subaccount or the
Fixed Account.  The  allocations  must be whole  percentages  and must total 100
percent.  Available allocation alternatives include the thirteen Subaccounts and
the Fixed Account.

     A Contractowner may change the purchase payment allocation  instructions by
submitting a proper written request to Security  Benefit's Home Office. A proper
change in  allocation  instructions  will be effective  upon receipt by Security
Benefit  at its Home  Office  and will  continue  in effect  until  subsequently
changed.  Changes in  purchase  payment  allocation  and  changes to an existing
Dollar Cost  Averaging  or Asset  Reallocation  Option may be made by  telephone
provided the Telephone  Transfer  Section of the application or an Authorization
for Telephone Requests form is properly completed, signed, and filed at Security
Benefit's  Home Office.  Changes in the allocation of future  purchase  payments
have no effect on existing Contract Value. Such Contract Value,  however, may be
transferred  among the Subaccounts of the Separate  Account or the Fixed Account
in the manner described in "Transfers of Contract Value" on page 16.

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                                       14
<PAGE>

DOLLAR COST AVERAGING OPTION

     Security Benefit currently offers an option under which  Contractowners may
dollar cost average their  allocations in the Subaccounts  under the Contract by
authorizing Security Benefit to make periodic allocations of Contract Value from
any  one  Subaccount  to one or  more  of the  other  Subaccounts.  Dollar  cost
averaging is a systematic  method of investing in which securities are purchased
at regular  intervals in fixed dollar amounts so that the cost of the securities
gets averaged over time and possibly over various market cycles. The option will
result in the allocation of Contract Value to one or more Subaccounts, and these
amounts  will be  credited at the  Accumulation  Unit value as of the end of the
Valuation  Dates on  which  the  transfers  are  effected.  Since  the  value of
Accumulation  Units will vary, the amounts allocated to a Subaccount will result
in the crediting of a greater number of units when the  Accumulation  Unit value
is low and a lesser  number of units when the  Accumulation  Unit value is high.
Similarly,  the amounts  transferred from a Subaccount will result in a debiting
of a  greater  number of units  when the  Accumulation  Unit  value is low and a
lesser  number of units when the  Accumulation  Unit value is high.  Dollar cost
averaging does not guarantee  profits,  nor does it assure that a  Contractowner
will not have losses.

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form, the Contractowner  must designate whether a specific dollar amount,  fixed
period or earnings only are to be  transferred,  the  Subaccount or  Subaccounts
from and to which the  transfers  will be made,  the  desired  frequency  of the
transfers,  which may be on a monthly or quarterly basis, and the length of time
during which the transfers  shall continue or the total amount to be transferred
over time.

     After  Security  Benefit has  received a Dollar Cost  Averaging  Request in
proper form at its Home Office, Security Benefit will transfer Contract Value in
amounts designated by the Contractowner from the Subaccount from which transfers
are to be made to the  Subaccount or  Subaccounts  chosen by the  Contractowner.
Each  transfer  will  be  effected  on the  monthly  or  quarterly  anniversary,
whichever  corresponds to the period selected by the Contractowner,  of the date
of receipt at Security  Benefit's Home Office of a Dollar Cost Averaging Request
in proper form.  Transfers  will be made until the total amount elected has been
transferred,  or until Contract Value in the Subaccount from which transfers are
made has been depleted.

     A Contractowner  may instruct Security Benefit at any time to terminate the
option by written request to Security  Benefit's Home Office. In that event, the
Contract Value in the Subaccount  from which  transfers were being made that has
not been  transferred  will remain in that Subaccount  unless the  Contractowner
instructs  otherwise.  If a Contractowner  wishes to continue  transferring on a
dollar cost averaging basis after the expiration of the applicable  period,  the
total amount elected has been transferred,  or the Subaccount has been depleted,
or after the Dollar Cost Averaging  Option has been canceled,  a new Dollar Cost
Averaging Request must be completed and sent to Security  Benefit's Home Office.
Security  Benefit  requires  that a  Contractowner  wait at least a month  (or a
quarter if transfers were made on a quarterly basis) before  reinstating  Dollar
Cost Averaging after it has been terminated for any reason. Security Benefit may
discontinue, modify, or suspend the Dollar Cost Averaging Option at any time.

     Contract  Value  also may be  dollar  cost  averaged  to or from the  Fixed
Account,  subject to certain  restrictions  described under "The Fixed Account,"
page 22.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an option  under which  Contractowners
authorize  Security Benefit to automatically  transfer their Contract Value each
quarter to maintain a particular  percentage allocation among the Subaccounts as
selected by the  Contractowner.  The Contract Value allocated to each Subaccount
will grow or decline in value at different  rates during the quarter,  and Asset
Reallocation  automatically  reallocates  the Contract Value in the  Subaccounts
each quarter to the allocation selected by the Contractowner. Asset Reallocation
is  intended  to  transfer  Contract  Value  from  those  Subaccounts  that have
increased in value to those  Subaccounts that have declined in value. Over time,
this method of investing may help a  Contractowner  buy low and sell high.  This
investment  method  does  not  guarantee  profits,  nor  does it  assure  that a
Contractowner will not have losses.

     To elect this option an Asset  Reallocation  Request in proper form must be
received by Security Benefit at its Home Office. An Asset  Reallocation  Request
form is available upon request. On the form, the Contractowner must indicate the
applicable Subaccounts and the percentage of Contract Value to be allocated on a
quarterly basis to each Subaccount ("Asset Reallocation Program").

     Upon  receipt of the Asset  Reallocation  Request,  Security  Benefit  will
effect a transfer or, in the case of a new  Contract,  an initial  allocation of
Contract  Value  to  the  allocation  among  the  Subaccounts  selected  by  the
Contractowner.  Thereafter,  transfers to maintain that allocation will occur on
each  quarterly  anniversary  of the date of Security  Benefit's  receipt of the
Asset  Reallocation  Request in proper  form.  The amounts  transferred  will be
credited at the Accumulation  Unit value as of the end of the Valuation Dates on
which the transfers are effected.

     A Contractowner may instruct Security Benefit at any time to terminate this
option by written request to Security  Benefit's Home Office. In that event, the
Contract Value in the Subaccounts  that has not been  transferred will remain in
those   Subaccounts   regardless  of  the  percentage   allocation   unless  the
Contractowner  instructs otherwise.  If a Contractowner wishes to continue Asset
Reallocation after it has been canceled,  a new Asset Reallocation  Request form

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                                       15
<PAGE>

must be completed and sent to Security  Benefit's Home Office.  Security Benefit
may discontinue,  modify, or suspend, and reserves the right to charge a fee for
the Asset Reallocation Option at any time.

     Contract Value  allocated to the Fixed Account may be included in the Asset
Reallocation  Program,  subject to certain restrictions  described in "Transfers
and Withdrawals from the Fixed Account," page 24.

TRANSFERS OF CONTRACT VALUE

     During the Accumulation Period, Contract Value may be transferred among the
Subaccounts  by the  Contractowner  upon  proper  written  request  to  Security
Benefit's Home Office.  Transfers  (other than transfers  pursuant to the Dollar
Cost Averaging and Asset  Reallocation  Options) may be made by telephone if the
Telephone  Transfer section of the application or an Authorization for Telephone
Requests  form  has been  properly  completed,  signed  and  filed  at  Security
Benefit's  Home  Office.  The  minimum  transfer  amount is $500,  or the amount
remaining in a given  Subaccount.  The minimum transfer amount does not apply to
transfers under the Dollar Cost Averaging or Asset Reallocation Options.

     Contract  Value also may be transferred  from the  Subaccounts to the Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account" on page 22.

     The  frequency of transfers  generally  is not limited,  although  Security
Benefit  reserves the right at a future date to limit the number of transfers to
14 in a Contract  Year.  Security  Benefit also  reserves the right to limit the
size and frequency of such transfers, and to discontinue telephone transfers.

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each Subaccount of the Separate  Account and Fixed Account as well as any amount
set aside in the loan account to secure loans as of any Valuation Date.

     On each Valuation  Date, the portion of the Contract Value allocated to any
particular  Subaccount will be adjusted to reflect the investment  experience of
that Subaccount. See "Determination of Contract Value," below. No minimum amount
of Contract Value is guaranteed.  A  Contractowner  bears the entire  investment
risk relating to the investment  performance of Contract Value  allocated to the
Subaccounts.

DETERMINATION OF CONTRACT VALUE

     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  the amount of any  outstanding
Contract Debt, partial withdrawals,  and the charges assessed in connection with
the  Contract.  The amounts  allocated  to the  Subaccounts  will be invested in
shares  of  the  corresponding   Series  of  the  Mutual  Fund.  The  investment
performance of the  Subaccounts  will reflect  increases or decreases in the net
asset  value  per  share  of the  corresponding  Series  and  any  dividends  or
distributions  declared by a Series.  Any  dividends or  distributions  from any
Series of the Mutual Fund will be automatically reinvested in shares of the same
Series,  unless  Security  Benefit,  on behalf of the Separate  Account,  elects
otherwise.

     Assets in the Subaccounts are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When a Contractowner allocates purchase payments to a
Subaccount,  the Contract is credited  with  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Subaccount by the  Accumulation  Unit value for the
particular  Subaccount at the end of the Valuation  Period in which the purchase
payment is credited.  In addition,  other transactions  including loans, full or
partial  withdrawals,  transfers,  and assessment of certain charges against the
Contract  affect the number of  Accumulation  Units credited to a Contract.  The
number of units credited or debited in connection  with any such  transaction is
determined by dividing the dollar amount of such  transaction  by the unit value
of the affected  Subaccount.  The Accumulation  Unit value of each Subaccount is
determined on each Valuation Date. The number of Accumulation  Units credited to
a  Contract  shall not be changed  by any  subsequent  change in the value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Subaccount and charges against the Subaccount.

     The Accumulation  Unit value of each  Subaccount's  unit initially was $10.
The unit value of a Subaccount on any  Valuation  Date is calculated by dividing
the value of each  Subaccount's  net assets by the number of Accumulation  Units
credited to the Subaccount on that date.  Determination  of the value of the net
assets of a Subaccount  takes into  account the  following:  (1) the  investment
performance of the Subaccount, which is based upon the investment performance of
the corresponding  Series of the Mutual Fund, (2) any dividends or distributions
paid by the corresponding  Series, (3) the charges, if any, that may be assessed
by Security  Benefit for taxes  attributable to the operation of the Subaccount,
(4) the  mortality  and expense  risk  charge  under the  Contract,  and (5) the
administration charge under the Contract.

FULL AND PARTIAL WITHDRAWALS

     A Contractowner  may obtain  proceeds from a Contract by  surrendering  the
Contract for its Withdrawal Value or by making a partial  withdrawal.  A full or
partial  withdrawal,  including a systematic  withdrawal,  may be taken from the
Contract  Value at any time while the Owner is living  and  

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                                       16

<PAGE>

before the Annuity Start Date,  subject to limitations under the applicable plan
for Qualified  Plans and applicable  law. A full or partial  withdrawal  request
will be effective as of the end of the  Valuation  Period that a proper  written
request is received by Security  Benefit at its Home  Office.  A proper  written
request  must  include  the  written  consent  of  any  effective   assignee  or
irrevocable Beneficiary, if applicable.

     The  proceeds  received  upon  a full  withdrawal  will  be the  Contract's
Withdrawal  Value. The Withdrawal Value is equal to the Contract Value as of the
end of the Valuation Period during which a proper withdrawal request is received
by Security Benefit at its Home Office, less any outstanding  Contract Debt, any
applicable  withdrawal  charges and any  uncollected  premium  taxes.  A partial
withdrawal  may be  requested  for a specified  percentage  or dollar  amount of
Contract Value. Each partial  withdrawal must be at least $500 except systematic
withdrawals discussed below. A request for a partial withdrawal will result in a
payment by Security  Benefit of the amount  specified in the partial  withdrawal
request  provided there is sufficient  Contract Value to meet the request.  Upon
payment,  the  Contract  Value will be reduced by an amount equal to the payment
and any applicable withdrawal charge and premium tax. If a partial withdrawal is
requested after the first Contract Year that would leave the Withdrawal Value in
the Contract less than $5,000,  Security Benefit reserves the right to treat the
partial withdrawal as a request for a full withdrawal.

     The amount of a partial  withdrawal  will be  allocated  from the  Contract
Value in the Subaccounts and the Fixed Account, according to the Contractowner's
instructions  to  Security  Benefit.  If a  Contractowner  does not  specify the
allocation,  the  withdrawal  will be allocated  from the Contract  Value in the
Subaccounts  and  the  Fixed  Account  in  the  following  order:  Money  Market
Subaccount,  High  Grade  Income  Subaccount,  High  Yield  Subaccount,   Global
Aggressive Bond Subaccount,  Growth-Income Subaccount, Equity Income Subaccount,
Managed Asset Allocation  Subaccount,  Specialized Asset Allocation  Subaccount,
Growth  Subaccount,  Value  Subaccount,   Worldwide  Equity  Subaccount,  Social
Awareness  Subaccount,  and Emerging  Growth  Subaccount and then from the Fixed
Account.  The value of each account will be depleted  before the next account is
charged.

     A full or partial  withdrawal,  including a systematic  withdrawal,  may be
subject to a  withdrawal  charge if a  withdrawal  is made  during the first Six
Contract Years and may be subject to a premium tax charge to reimburse  Security
Benefit  for any tax on  premiums  on a Contract  that may be imposed by various
states and municipalities.  See "Contingent Deferred Sales Charge," page 19, and
"Premium Tax Charge," page 20.

     A full or partial withdrawal, including a systematic withdrawal, may result
in  receipt  of  taxable  income to the Owner  and,  if made  prior to the Owner
attaining age 59 1/2, may be subject to a 10 percent penalty tax. In the case of
Contracts  issued in connection with retirement plans that meet the requirements
of Section 401(a),  403(b),  408 or 457 of the Internal Revenue Code,  reference
should be made to the terms of the particular Qualified Plan for any limitations
or restrictions on  withdrawals.  For more  information,  see  "Restrictions  on
Withdrawals  from  Qualified  Plans"  on  page  26.  The tax  consequences  of a
withdrawal under the Contract should be carefully  considered.  See "Federal Tax
Matters" on page 26.

SYSTEMATIC WITHDRAWALS

     Security  Benefit   currently  offers  a  feature  under  which  systematic
withdrawals may be elected.  Under this feature,  a  Contractowner  may elect to
receive systematic  withdrawals while the Owner is living and before the Annuity
Start Date by sending a properly completed Systematic Withdrawal Request form to
Security  Benefit at its Home Office.  This option may be elected at any time. A
Contractowner may designate the systematic  withdrawal amount as a percentage of
Contract Value  allocated to the  Subaccounts  and/or Fixed Account,  as a fixed
period, as a specified dollar amount, as all earnings in the Contract,  or based
upon  the life  expectancy  of the  Owner  or the  Owner  and a  Beneficiary.  A
Contractowner  also  may  designate  the  desired  frequency  of the  systematic
withdrawals,  which  may  be  monthly,  quarterly,   semiannually  or  annually.
Systematic withdrawals may be stopped or modified upon proper written request by
the  Contractowner  received by Security  Benefit at its Home Office at least 30
days in advance of the requested date of termination or  modification.  A proper
request  must  include  the  written  consent  of  any  effective   assignee  or
irrevocable Beneficiary, if applicable.

     Each  systematic  withdrawal  must be at  least  $100.  Upon  payment,  the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable  withdrawal  charge and premium tax. Any systematic
withdrawal that equals or exceeds the Withdrawal Value will be treated as a full
withdrawal.  In no event will  payment  of a  systematic  withdrawal  exceed the
Withdrawal  Value.  The Contract  will  automatically  terminate if a systematic
withdrawal causes the Contract's Withdrawal Value to equal zero.

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic  withdrawal,  including any  applicable  withdrawal  charge,  will be
allocated from the  Contractowner's  Contract Value in the  Subaccounts  and the
Fixed Account,  as directed by the  Contractowner.  If a Contractowner  does not
specify the  allocation,  the systematic  withdrawal  will be allocated from the
Contract Value in the Subaccounts and the Fixed Account in the following  order:
Money Market Subaccount,  High Grade Income  Subaccount,  High Yield Subaccount,
Global  Aggressive  Bond  Subaccount,  Growth-Income  Subaccount,  Equity Income
Subaccount,  Managed Asset Allocation  Subaccount,  Specialized Asset Allocation
Subaccount,  Growth Subaccount,  Value Subaccount,  Worldwide Equity Subaccount,
Social Awareness

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                                       17
<PAGE>

Subaccount,  and Emerging Growth Subaccount and then from the Fixed Account. The
value of each account will be depleted before the next account is charged.

     Security Benefit may, at any time, discontinue, modify, suspend or charge a
fee for systematic withdrawals. The tax consequences of a systematic withdrawal,
including the 10 percent  penalty tax which may be imposed on  withdrawals  made
prior to the Owner  attaining age 59 1/2,  should be carefully  considered.  See
"Federal Tax Matters" on page 26.

FREE-LOOK RIGHT

     An Owner may  return a  Contract  within  the  Free-Look  Period,  which is
generally a ten-day period  beginning when the Owner receives the Contract.  The
returned  Contract will then be deemed void and Security Benefit will refund any
purchase payments  allocated to the Fixed Account plus the Contract Value in the
Subaccounts  as of the end of the  Valuation  Period  during  which the returned
Contract is received by Security Benefit.  Security Benefit will refund purchase
payments allocated to the Subaccounts rather than Contract Value in those states
that require it to do so.

DEATH BENEFIT

     If the Owner dies during the Accumulation Period, Security Benefit will pay
the death benefit  proceeds to the  Designated  Beneficiary  upon receipt of due
proof of the Owner's death and instructions  regarding payment to the Designated
Beneficiary.  If there are Joint  Owners,  the death  benefit  proceeds  will be
payable  upon  receipt  of due  proof  of  death  of  either  Owner  during  the
Accumulation Period and instructions  regarding payment. If the surviving spouse
of the deceased Owner is the sole Designated Beneficiary,  such spouse may elect
to  continue  the  Contract  in  force,  subject  to  certain  limitations.  See
"Distribution  Requirements"  below. If the Owner is not a natural  person,  the
death benefit proceeds will be payable upon receipt of due proof of death of the
Annuitant during the Accumulation  Period and  instructions  regarding  payment.
Additionally,  if the Owner is not a  natural  person,  the  amount of the death
benefit  will be  based  on the age of the  oldest  Annuitant  on the  date  the
Contract  was issued.  If the death of the Owner  occurs on or after the Annuity
Start Date, no death benefit proceeds will be payable under the Contract, except
that any guaranteed  payments  remaining  unpaid will continue to be paid to the
Annuitant pursuant to the Annuity Option in force at the date of death.

     The  death  benefit  proceeds  will be the  death  benefit  reduced  by any
outstanding  Contract Debt. If an Owner dies during the Accumulation  Period and
the age of each Owner was 75 or younger on the date the Contract was issued, the
amount of the death  benefit will be the greatest of (1) the sum of all Purchase
Payments, less any reductions caused by previous withdrawals and any uncollected
premium tax,  (2) the Contract  Value on the date due proof of death is received
by Security  Benefit,  less any  uncollected  premium tax, or (3) the stepped-up
death benefit. The stepped-up death benefit is: (a) the largest death benefit on
any Contract anniversary that is both an exact multiple of four and occurs prior
to the oldest Owner attaining 76, plus (b) any Purchase  Payments made since the
applicable  anniversary,  less (c) any reductions caused by previous withdrawals
since the applicable anniversary.

     If an Owner dies  during the  Accumulation  Period and the age of any Owner
was 76 or greater on the date the Contract was issued,  or if due proof of death
(regardless  of the age of any Owner on the date the  Contract  was  issued) and
instructions  regarding payment are not received by Security Benefit at its Home
Office  within six months of the date of the Owner's  death,  the death  benefit
will be the  Contract  Value  on the date due  proof  of  death is  received  by
Security Benefit at its Home Office, less any uncollected premium tax.

     The death benefit proceeds will be paid to the Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity  Options.   See  "Federal  Tax  Matters,"  page  26  and   "Distribution
Requirements,"  below for a discussion of the tax  consequences  in the event of
death.

     A death benefit is not available under a Group Contract.

DISTRIBUTION REQUIREMENTS

     For  Contracts  issued  in  connection  with  Non-Qualified  Plans,  if the
surviving spouse of the deceased Owner is the sole Designated Beneficiary,  such
spouse may elect to continue  this  Contract in force until the  earliest of the
spouse's death or the Annuity Start Date or receive the death benefit proceeds.

     For any Designated  Beneficiary other than a surviving  spouse,  only those
options may be chosen that  provide for  complete  distribution  of such Owner's
interest in the  Contract  within  five years of the death of the Owner.  If the
Designated  Beneficiary is a natural person, that person alternatively can elect
to begin receiving  annuity payments within one year of the Owner's death over a
period not extending beyond his or her life or life expectancy.  If the Owner of
the Contract is not a natural person,  these  distribution  rules are applicable
upon the death of or a change in the primary Annuitant.

     For Contracts  issued in connection with Qualified  Plans, the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

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                                       18
<PAGE>

DEATH OF THE ANNUITANT

     If the Annuitant  dies prior to the Annuity Start Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the Annuitant's  death. If a new Annuitant is not named,  Security  Benefit will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Start Date, any guaranteed payments remaining unpaid will continue to be
paid to the  Designated  Beneficiary  pursuant to the Annuity Option in force at
the date of death.

                             CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

     Security  Benefit  does not make any  deductions  for  sales  charges  from
purchase   payments   paid  for  a  Contract   before   allocating   them  to  a
Contractowner's Contract Value. However, except as set forth below, a contingent
deferred sales charge (which may also be referred to as a withdrawal charge) may
be  assessed  by  Security  Benefit on a full or partial  withdrawal,  including
systematic withdrawals, depending upon the Contract Year in which the withdrawal
is made. The withdrawal  charge will be waived on withdrawals to the extent that
total withdrawals,  including systematic withdrawals, that are free of charge in
a Contract Year do not exceed the Free Withdrawal amount defined as follows. The
Free  Withdrawal  amount is equal in the first  Contract  Year, to 10 percent of
purchase payments made during the year and for any subsequent  Contract Year, to
10 percent of  Contract  Value as of the first day of that  Contract  Year.  The
withdrawal  charge applies to the amount of any withdrawal that exceeds the Free
Withdrawal amount to the extent the amount withdrawn is attributable to purchase
payments. For the purpose of determining any withdrawal charge,  withdrawals are
deemed to be made first  from  purchase  payments  and then from  earnings.  The
amount of the charge will depend on the Contract Year in which the withdrawal is
made according to the following schedule:

          CONTRACT YEAR         WITHDRAWAL CHARGE
                1                      6%
                2                      6%
                3                      5%
                4                      4%
                5                      3%
                6                      2%
           7 and later                 0%

     In no event will the amount of any  withdrawal  charge,  when added to such
charge  previously  assessed  against any amount  withdrawn  from the  Contract,
exceed 6 percent of purchase payments paid under the Contract.  In addition,  no
withdrawal  charge will be imposed upon: (1) payment of death benefit  proceeds;
or (2) annuity  options that  provide for  payments for life,  or a period of at
least 5 years. Subject to insurance  department approval,  the withdrawal charge
also  will be  waived  on a full or  partial  withdrawal  if the  Owner has been
diagnosed  with a  terminal  illness,  or  upon  confinement  to a  hospital  or
qualified  skilled nursing facility for 90 consecutive days or more. See "Waiver
of Withdrawal Charge," below. The withdrawal charge will be assessed against the
Subaccounts  and the Fixed  Account  in the same  proportion  as the  withdrawal
proceeds are allocated.

     Security  Benefit  pays  sales  commissions  to  broker-dealers  and  other
expenses  associated  with  the  promotion  and  sales  of  the  Contracts.  The
withdrawal  charge is designed to  reimburse  Security  Benefit for these costs,
although it is expected that actual  expenses will be greater than the amount of
the charge.  To the extent that all sales  expenses are not  recovered  from the
charge,  such expenses may be recovered  from other charges,  including  amounts
derived   indirectly   from  the  charge  for   mortality   and  expense   risk.
Broker-dealers may receive aggregate commissions of up to 6 percent of aggregate
purchase  payments  and an  annual  trail  commission  of up to 1.0  percent  of
Contract  Value  considered in connection  with the trail  commission.  Security
Benefit also may pay override payments, expense allowances,  bonuses, wholesaler
fees and training allowances.  Registered  representatives earn commissions from
the  broker-dealers  with which they are affiliated and such  arrangements  will
vary. In addition,  registered  representatives  who meet  specified  production
levels may qualify,  under sales incentive  programs adopted by Security Benefit
to receive  non-cash  compensation  such as  expense-paid  trips and educational
seminars and merchandise.

WAIVER OF WITHDRAWAL CHARGE

     Security  Benefit will waive the  withdrawal  charge on any full or partial
withdrawal  in the event of  confinement  of the Owner to a hospital  or nursing
facility or diagnosis of a terminal illness, as discussed below.

     Security  Benefit  will  waive  the  withdrawal  charge  in  the  event  of
confinement to a hospital or nursing facility, provided the following conditions
are met: (1) the  Contractowner  has been confined to a "hospital" or "qualified
skilled  nursing  facility"  (as defined on page 5) for at least 90  consecutive
days prior to the date of the withdrawal;  (2) the  Contractowner is so confined
when Security  Benefit  receives the waiver request and became so confined after
the date the  Contract was issued;  and (3) the request for waiver  submitted to
Security Benefit is accompanied by a properly  completed claim form which may be
obtained from Security Benefit and a written physician's statement acceptable to
Security Benefit  certifying that such confinement is a medical necessity and is
due to illness or infirmity.

     Security  Benefit will waive the surrender  charge due to terminal  illness
provided  the  following  conditions  are met:  (1) the  Contractowner  has been
diagnosed by a licensed

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                                       19
<PAGE>

physician with a "terminal illness" (as defined on page 5); (2) such illness was
first diagnosed  after the Contract was issued;  and (3) a request for waiver is
submitted to Security  Benefit  accompanied by a properly  completed  claim form
that may be obtained from Security Benefit and a written statement by a licensed
physician  certifying that the Owner has been diagnosed with a terminal  illness
and the date such diagnosis was first made.

     Security Benefit reserves the right to have the Contractowner examined by a
physician of its choice and at its expense to determine if the  Contractowner is
eligible for a waiver.  The waivers are not available in certain  states pending
department of insurance approval. If a waiver is later approved by the insurance
department of a state,  Security Benefit intends to make the waiver available to
all  Contractowners  in that state at that time,  but there can be no  assurance
that the waiver will be  approved.  Prospective  Contractowners  should  contact
their agent concerning availability of the waivers in their state.

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The  charge  is equal to an annual  rate of 1.25  percent  of each  Subaccount's
average  daily net assets (1.2 percent with  respect to Contract  Value  applied
under  Annuity  Options 1  through  4, 7 and 8).  This  amount  is  intended  to
compensate  Security  Benefit for certain  mortality and expense risks  Security
Benefit assumes in offering and administering the Contracts and in operating the
Subaccounts.

     The expense risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.

     Security  Benefit may  ultimately  realize a profit from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may realize a loss to the extent the charge is not sufficient.
Security  Benefit  may use any profit  derived  from this  charge for any lawful
purpose, including distribution expenses.

ADMINISTRATION CHARGE

     Security Benefit deducts a daily  administration  charge equal to an annual
rate  of .15  percent  of  each  Subaccount's  average  daily  net  assets.  The
administration  charge is not  assessed  against  Contract  Value which has been
applied under  Annuity  Options 1 through 4, 7 and 8. The purpose of this charge
is to reimburse Security Benefit for the expenses associated with administration
of the  Contracts and operation of the  Subaccounts.  Security  Benefit does not
expect to profit from this charge.

PREMIUM TAX CHARGE

     Various  states  and  municipalities  impose a tax on  premiums  on annuity
contracts  received  by  insurance  companies.  Whether or not a premium  tax is
imposed will depend upon,  among other  things,  the Owner's state of residence,
the  Annuitant's  state of  residence,  and the  insurance tax laws and Security
Benefit's status in a particular state.  Security Benefit assesses a premium tax
charge to reimburse itself for premium taxes that it incurs in connection with a
Contract.  This charge is currently  deducted upon annuitization or upon full or
partial withdrawal if a premium tax was incurred and is not refundable. Security
Benefit  reserves  the  right  to  deduct  premium  taxes  when  due or any time
thereafter. Premium tax rates currently range from 0 percent to 3.5 percent, but
are subject to change by a governmental entity.

OTHER CHARGES

     Security Benefit may charge the Separate Account or the Subaccounts for the
federal,   state,  or  local  taxes  incurred  by  Security   Benefit  that  are
attributable to the Separate Account or the Subaccounts, or to the operations of
Security  Benefit with respect to the  Contracts,  or that are  attributable  to
payment of premiums or acquisition costs under the Contracts.  No such charge is
currently  assessed.  See "Tax  Status  of  Security  Benefit  and the  Separate
Account" and "Charge for Security Benefit Taxes."

VARIATIONS IN CHARGES

     Security Benefit may reduce or waive the amount of the contingent  deferred
sales  charge  and  administrative  charge  for a  Contract  where the  expenses
associated with the sale of the Contract or the  administrative  and maintenance
costs associated with the Contract are reduced for reasons such as the amount of
the initial purchase payment or projected  purchase  payments or the Contract is
sold in connection with a group or sponsored  arrangement.

GUARANTEE OF CERTAIN CHARGES

     Security Benefit guarantees that the charge for mortality and expense risks
will not  exceed an annual  rate of 1.25  percent of each  Subaccount's  average
daily net assets and the administration charge will not exceed an annual rate of
 .15 percent of each Subaccount's average daily net assets.

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                                       20
<PAGE>

MUTUAL FUND EXPENSES

     Each Subaccount of the Separate  Account  purchases shares at the net asset
value of the  corresponding  Series of the Mutual  Fund.  Each Series' net asset
value reflects the investment  advisory fee and other expenses that are deducted
from the assets of the Series. These fees and expenses are not deducted from the
Subaccounts,  but are paid from the  assets of the  corresponding  Series.  As a
result, the Owner indirectly bears a pro rata portion of such fees and expenses.
The advisory fees and other expenses,  if any, which are more fully described in
the Mutual Fund's prospectus,  are not specified or fixed under the terms of the
Contract.

                                 ANNUITY PERIOD

GENERAL

     The Contractowner of an individual  Contract selects the Annuity Start Date
at the time of application. The Annuity Start Date may not be prior to the third
annual Contract  anniversary and may not be deferred beyond the Annuitant's 95th
birthday,  although the terms of a Qualified Plan and the laws of certain states
may  require  annuitization  at an earlier  age. If the  Contractowner  does not
select an Annuity  Start Date,  the Annuity  Start Date will be the later of the
Annuitant's  70th  birthday  or  the  tenth  annual  Contract  Anniversary.  See
"Selection of an Option," page 22. If there are Joint Annuitants,  the birthdate
of the older Annuitant will be used to determine the latest Annuity Start Date.

     A  Participant  under a  Qualified  Plan in  connection  with which a Group
Contract is issued may elect to use an eligible  rollover  distribution (or with
respect to a Section 457 Plan,  any  distribution)  from the Plan to purchase an
annuity contract from Security Benefit that offers the annuity options and rates
set forth in the Contract.  The  Participant's  purchase payment and application
must be  acceptable  to Security  Benefit  under its rules and practices and the
provisions of the Contract.  On the Annuity Start Date,  the proceeds  under the
Contract (or in the case of a Group Contract,  the  distribution  from the Plan)
will be applied to provide an annuity under one of the options  described below.
Each option is available in two forms--either as a variable annuity for use with
the  Subaccounts  or as a fixed  annuity  for use  with  the  Fixed  Account.  A
combination  variable  and fixed  annuity is also  available.  Variable  annuity
payments  will  fluctuate  with the  investment  performance  of the  applicable
Subaccounts  while fixed  annuity  payments  will not.  Unless the Owner directs
otherwise,  proceeds  derived from Contract Value  allocated to the  Subaccounts
will be  applied to  purchase  a variable  annuity  and  proceeds  derived  from
Contract  Value  allocated  to the Fixed  Account  will be applied to purchase a
fixed   annuity.   The  proceeds  under  the  Contract  will  be  equal  to  the
Contractowner's  Contract Value in the  Subaccounts  and the Fixed Account as of
the Annuity Start Date,  reduced by any applicable  premium taxes and withdrawal
charges, and any outstanding Contract Debt.

     The Contracts provide for eight Annuity Options.  Other Annuity Options may
be  available  upon  request at the  discretion  of  Security  Benefit.  Annuity
payments under Annuity Options 1 through 4, 7 and 8 are based upon annuity rates
that vary with the Annuity Option  selected.  In the case of Options 1 through 4
and 8, the  annuity  rates will vary based on the age and sex of the  Annuitant,
except that unisex rates are available  where required by law. The annuity rates
are based upon an assumed interest rate of 3.5 percent,  compounded annually. In
the case of Options 5 and 6 as described  below,  annuity rates based on age and
sex are not used to calculate  annuity  payments.  If no Annuity Option has been
selected,  annuity  payments  will be made to the  Annuitant  under an automatic
option which shall be an annuity  payable  during the lifetime of the  Annuitant
with payments guaranteed to be made for 120 months under Option 2.

     Annuity payments can be made on a monthly, quarterly, semiannual, or annual
basis, although no payments will be made for less than $100. If the frequency of
payments  selected would result in payments of less than $100,  Security Benefit
reserves the right to change the frequency.

     An Owner may designate or change an Annuity Start Date, Annuity Option, and
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received at Security Benefit's Home Office.

     Once annuity  payments have commenced,  an Annuitant or Owner cannot change
the  Annuity  Option and  cannot  surrender  his or her  annuity  and  receive a
lump-sum  settlement in lieu thereof.  The Contract specifies annuity tables for
Annuity  Options 1 through 4, 7 and 8, described  below.  The tables contain the
guaranteed  minimum  dollar  amount  (per $1,000  applied) of the FIRST  annuity
payment for a variable annuity and each annuity payment for a fixed annuity.

ANNUITY OPTIONS

OPTION 1 -- LIFE INCOME

     Periodic  annuity  payments  will  be  made  during  the  lifetime  of  the
Annuitant.  It is possible  under this Option for any  Annuitant to receive only
one annuity payment if the  Annuitant's  death occurred prior to the due date of
the second  annuity  payment,  two if death  occurred prior to the third annuity
payment due date, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER
THIS OPTION.  PAYMENTS CEASE UPON THE DEATH OF THE ANNUITANT,  REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

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                                       21
<PAGE>

OPTION 2 -- LIFE INCOME WITH GUARANTEED PAYMENTS OF 5, 10, 15 OR 20 YEARS

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that if, at the death of the Annuitant, payments have been made
for less than a stated period,  which may be five, ten, fifteen or twenty years,
as elected,  annuity  payments  will be continued  during the  remainder of such
period to the Designated Beneficiary.

OPTION 3 -- LIFE WITH INSTALLMENT REFUND OPTION

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that, if at the death of the Annuitant,  the number of payments
that has been made is less than the number  determined  by  dividing  the amount
applied under this Option by the amount of the first payment,  annuity  payments
will be continued to the  Designated  Beneficiary  until that number of payments
has been made.

OPTION 4 -- JOINT AND LAST SURVIVOR

     Periodic  annuity  payments  will be made  during  the  lifetime  of either
Annuitant.  It is possible under this Option for only one annuity  payment to be
made if both  Annuitants  died prior to the second annuity payment due date, two
if both died prior to the third annuity payment due date, etc. AS IN THE CASE OF
OPTION 1, THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

OPTION 5 -- PAYMENTS FOR SPECIFIED PERIOD

     Periodic  annuity  payments will be made for a fixed  period,  which may be
from five to twenty years, as elected, with the guarantee that, if, at the death
of all  Annuitants,  payments  have been made for less than the  selected  fixed
period,   the  remaining   unpaid  payments  will  be  paid  to  the  Designated
Beneficiary.

OPTION 6 -- PAYMENTS OF A SPECIFIED AMOUNT

     Periodic  payments  of the  amount  elected  will be made  until the amount
applied and interest thereon are exhausted,  with the guarantee that, if, at the
death of all  Annuitants,  all  guaranteed  payments have not yet been made, the
remaining unpaid payments will be paid to the Designated Beneficiary.

OPTION 7 -- PERIOD CERTAIN

Periodic  annuity  payments  will be made for a stated period which may be five,
ten, fifteen or twenty years, as elected. If the Annuitant dies prior to the end
of  the  period,   the  remaining  payments  will  be  made  to  the  Designated
Beneficiary.

OPTION 8 -- JOINT AND CONTINGENT SURVIVOR OPTION

Periodic annuity payments will be made during the life of the primary Annuitant.
Upon the death of the primary Annuitant, payments will be made to the contingent
Annuitant during his or her life. If the contingent Annuitant is not living upon
the death of the Primary  Annuitant,  no payments will be made to the contingent
Annuitant.  It is possible under this Option for only one annuity  payment to be
made if both  Annuitants  died prior to the second annuity payment due date, two
if both died prior to the third annuity payment due date, etc. AS IN THE CASE OF
OPTIONS 1 AND 4, THERE IS NO MINIMUM  NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS
OPTION. PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT REGARDLESS
OF THE NUMBER OF PAYMENTS RECEIVED.

SELECTION OF AN OPTION

     Contractowners  should  carefully  review the  Annuity  Options  with their
financial  or tax  advisers,  and,  for  Contracts  used  in  connection  with a
Qualified Plan, reference should be made to the terms of the particular plan and
the  requirements  of  the  Internal  Revenue  Code  for  pertinent  limitations
respecting  annuity  payments and other matters.  For instance,  Qualified Plans
generally  require  that  annuity  payments  begin no later  than April 1 of the
calendar year  following the year in which the Annuitant  reaches age 70 1/2. In
addition,  under  Qualified  Plans,  the period  elected  for receipt of annuity
payments  under Annuity  Options  generally may be no longer than the joint life
expectancy  of the  Annuitant  and  Beneficiary  in the year that the  Annuitant
reaches age 70 1/2, and must be shorter than such joint life  expectancy  if the
Beneficiary  is not the  Annuitant's  spouse and is more than ten years  younger
than the Annuitant. For Non-Qualified Plans, SBL does not allow annuity payments
to be deferred beyond the Annuitant's 95th birthday.

                                THE FIXED ACCOUNT

     Contractowners may allocate all or a portion of their purchase payments and
transfer  Contract  Value to the Fixed Account.  Amounts  allocated to the Fixed
Account  become part of  Security  Benefit's  General  Account,  which  supports
Security  Benefit's  insurance and annuity  obligations.  The General Account is
subject to regulation and  supervision by the Kansas  Department of Insurance as
well as the insurance laws and regulations of other  jurisdictions  in which the
Contract  is  distributed.  In reliance on certain  exemptive  and  exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been 

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                                       22
<PAGE>

registered as an investment  company  under the  Investment  Company Act of 1940
(the "1940  Act").  Accordingly,  neither the Fixed  Account  nor any  interests
therein are generally subject to the provisions of the 1933 Act or the 1940 Act.
Security Benefit has been advised that the staff of the SEC has not reviewed the
disclosure in this Prospectus  relating to the Fixed Account.  This  disclosure,
however,  may be subject  to  certain  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in the  Prospectus.  This  Prospectus  is generally  intended to serve as a
disclosure  document  only for  aspects of a  Contract  involving  the  Separate
Account and contains only selected information  regarding the Fixed Account. For
more information regarding the Fixed Account, see "The Contract," page 13.

     Amounts  allocated to the Fixed Account become part of the General  Account
of Security  Benefit,  which  consists of all assets  owned by Security  Benefit
other than those in the Separate Account and other separate accounts of Security
Benefit.  Subject to applicable law,  Security  Benefit has sole discretion over
investment of the assets of its General Account.

INTEREST

     Amounts  allocated to the Fixed  Account  earn  interest at a fixed rate or
rates that are paid by Security Benefit. The Contract Value in the Fixed Account
earns  interest at an interest  rate that is guaranteed to be at least an annual
effective rate of 3 percent which will accrue daily  ("Guaranteed  Rate").  Such
interest  will be paid  regardless  of the actual  investment  experience of the
Fixed Account. In addition,  Security Benefit may in its discretion pay interest
at a rate ("Current  Rate") that exceeds the Guaranteed  Rate.  Security Benefit
will determine the Current Rate, if any, from time to time.

     Contract  Value  allocated or  transferred  to the Fixed  Account will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract Value is allocated or  transferred  to the Fixed  Account.  The Current
Rate paid on any such portion of Contract Value  allocated or transferred to the
Fixed Account will be guaranteed for rolling  periods of one or more years (each
a "Guarantee Period").  Security Benefit currently offers only Guarantee Periods
of one year. Upon expiration of any Guarantee  Period, a new Guarantee Period of
the same  duration  begins with respect to that portion of Contract  Value which
will earn interest at the Current Rate, if any, declared on the first day of the
new Guarantee Period.

     Contract  Value  allocated or transferred to the Fixed Account at one point
in time may be credited with a different  Current Rate than amounts allocated or
transferred to the Fixed Account at another point in time. For example,  amounts
allocated to the Fixed Account in June may be credited with a different  current
rate than  amounts  allocated  to the Fixed  Account in July.  In  addition,  if
Guarantee Periods of different  durations are offered,  Contract Value allocated
or transferred  to the Fixed Account for a Guarantee  Period of one duration may
be credited with a different  Current Rate than amounts allocated or transferred
to the Fixed Account for a Guarantee Period of a different duration.  Therefore,
at any time,  various portions of a Contractowner's  Contract Value in the Fixed
Account may be earning  interest at different  Current Rates  depending upon the
point in time such portions were  allocated or  transferred to the Fixed Account
and the duration of the Guarantee Period.  Security Benefit bears the investment
risk for the  Contract  Value  allocated  to the Fixed  Account  and for  paying
interest at the Guaranteed Rate on amounts allocated to the Fixed Account.

     For purposes of  determining  the interest rates to be credited on Contract
Value in the Fixed  Account,  withdrawals,  loans,  or transfers  from the Fixed
Account  will be deemed to be taken  first from any  portion of  Contract  Value
allocated to the Fixed Account for which the Guarantee Period expires during the
calendar month in which the withdrawal,  loan, or transfer is effected,  then in
the order  beginning  with that  portion of such  Contract  Value  which has the
longest  amount of time  remaining  before the end of its  Guarantee  Period and
ending with that portion which has the least amount of time remaining before the
end  of  its  Guarantee  Period.   For  more  information  about  transfers  and
withdrawals  from the Fixed Account,  see "Transfers  and  Withdrawals  From the
Fixed Account," below.

DEATH BENEFIT

     The death benefit under the Contract will be determined in the same fashion
for a Contract  that has Contract  Value in the Fixed  Account as for a Contract
that has Contract Value  allocated to the  Subaccounts.  See "Death  Benefit" on
page 18.

CONTRACT CHARGES

     Premium  taxes will be the same for  Contractowners  who allocate  purchase
payments  or  transfer  Contract  Value to the  Fixed  Account  as for those who
allocate  purchase  payments to the  Subaccounts.  The charges for mortality and
expense  risks and the  administration  charge will not be assessed  against the
Fixed  Account,  and any amounts  that  Security  Benefit  pays for income taxes
allocable to the Subaccounts  will not be charged against the Fixed Account.  In
addition, the investment advisory fees and operating expenses paid by the Mutual
Fund will not be paid directly or indirectly by Contractowners to the extent the
Contract Value is allocated to the Fixed Account;  however,  such Contractowners
will not participate in the investment experience of the Subaccounts.

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                                       23
<PAGE>

TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT

     Amounts may be  transferred  from the  Subaccounts to the Fixed Account and
from the Fixed Account to the Subaccounts, subject to the following limitations.
Transfers from the Fixed Account are allowed only (1) from Contract  Value,  the
Guarantee  Period  of which  expires  during  the  calendar  month in which  the
transfer is effected, (2) pursuant to the Dollar Cost Averaging Option, provided
that such  transfers are scheduled to be made over a period of not less than one
year, and (3) pursuant to the Asset  Reallocation  Option,  provided that,  upon
receipt of the Asset Reallocation Request, Contract Value is allocated among the
Fixed  Account  and  the  Subaccounts  in  the   percentages   selected  by  the
Contractowner  without  violating the  restrictions  on transfers from the Fixed
Account  set forth in (1) above.  Accordingly,  a  Contractowner  who desires to
implement  the Asset  Reallocation  Option  should do so at a time when Contract
Value  may be  transferred  from the Fixed  Account  to the  Subaccounts  in the
percentages selected by the Contractowner  without violating the restrictions on
transfers  from  the  Fixed  Account.  Once  an  Asset  Reallocation  Option  is
implemented,  the  restrictions  on transfers  will not apply to transfers  made
pursuant to the Option.

     The minimum  amount that may be  transferred  from the Fixed Account to the
Subaccounts is the lesser of (i) $1,000 or (ii) the amount of Contract Value for
which the Guarantee  Period  expires in the calendar  month that the transfer is
effected.  Transfers of Contract Value pursuant to the Dollar Cost Averaging and
Asset  Reallocation  Options  are not  currently  subject to any  minimums.  The
Company  reserves  the right to limit the  number of  transfers  permitted  each
Contract Year to 14 transfers, to suspend transfers and to limit the amount that
may be subject to transfers.

     If purchase  payments are allocated (except purchase payments made pursuant
to an Automatic  Investment Program),  or Contract Value is transferred,  to the
Fixed  Account,  any transfers  from the Fixed  Account in  connection  with the
Dollar Cost Averaging or Asset Reallocation Options will automatically terminate
as of the  date of such  purchase  payment  or  transfer.  A  Contractowner  may
reestablish  Dollar Cost Averaging or Asset Reallocation by submitting a written
request to Security Benefit.  However, if for any reason a Dollar Cost Averaging
option is canceled,  a Contractowner  may only  reestablish the option after the
expiration of the next monthly or quarterly  anniversary that corresponds to the
period selected by the Owner in establishing the option.

     The  Contractowner  may also make full or partial  withdrawals  to the same
extent as a Contractowner  who has allocated  Contract Value to the Subaccounts.
However,  no partial  withdrawal request will be processed which would result in
the  withdrawal of Contract  Value from the Loan Account.  See "Full and Partial
Withdrawals," page 16 and "Systematic Withdrawals," page 17. In addition, to the
same extent as Contractowners with Contract Value in the Subaccounts,  the Owner
of a Contract used in connection  with a Qualified  Plan may obtain a loan if so
permitted under the terms of the Qualified Plan. See "Loans," page 25.

PAYMENTS FROM THE FIXED ACCOUNT

     Full and partial  withdrawals,  loans, and transfers from the Fixed Account
may be delayed  for up to six months  after a written  request in proper form is
received by Security Benefit at its Home Office.  During the period of deferral,
interest at the  applicable  interest rate or rates will continue to be credited
to the amounts allocated to the Fixed Account.  However,  payment of any amounts
will not be deferred if they are to be used to pay  premiums on any  policies or
contracts issued by Security Benefit.

                             MORE ABOUT THE CONTRACT

OWNERSHIP

     The  Contractowner is the person named as such in the application or in any
later  change  shown  in  Security   Benefit's   records.   While  living,   the
Contractowner  alone has the right to receive  all  benefits  and  exercise  all
rights that the Contract grants or Security Benefit allows.  The Owner may be an
entity  that is not a  living  person  such as a trust or  corporation  referred
herein as "Non-natural Persons." See "Federal Tax Matters," page 26.

     JOINT  OWNERS.  The  Joint  Owners  will be joint  tenants  with  rights of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner. Any Contract transaction requires the signature of all persons named
jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

     The  Designated  Beneficiary  is the  person  having the right to the death
benefit,  if any,  payable upon the death of the Owner or Joint Owner during the
Accumulation  Period.  The  Designated  Beneficiary  is the first  person on the
following  list who is alive  on the  date of  death of the  Owner or the  Joint
Owner:  the Owner;  the Joint  Owner;  the Primary  Beneficiary;  the  Secondary
Beneficiary;  the  Annuitant;  or if none of the above are  alive,  the  Owner's
estate.  The  Primary  Beneficiary  is  the  individual  named  as  such  in the
application or any later change shown in Security Benefit's records. The Primary
Beneficiary  will receive the death benefit of the Contract only if he or she is
alive on the date of death of both the  Owner  and any Joint  Owner  during  the
Accumulation Period. Because the death benefit of the Contract goes to the first
person on the above list who is alive on the date of death of any Owner, careful
consideration should be given to the manner in which the Contract is registered,
as well as the designation of the Primary  Beneficiary.  The  Contractowner  may
change the  Primary  Beneficiary  at any time while the  Contract is in 

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                                       24
<PAGE>

force by written  request on forms provided by Security  Benefit and received by
Security Benefit at its Home Office.  The change will not be binding on Security
Benefit until it is received and recorded at its Home Office. The change will be
effective  as of the date this form is signed  subject to any  payments  made or
other  actions  taken by  Security  Benefit  before the change is  received  and
recorded. A Secondary  Beneficiary may be designated.  The Owner may designate a
permanent  Beneficiary whose rights under the Contract cannot be changed without
his or her consent.

     Reference  should be made to the terms of a particular  Qualified  Plan and
any applicable law for any  restrictions  or limitations on the designation of a
Beneficiary.

PARTICIPATING

     The  Contract is  participating  and will share in the surplus  earnings of
Security  Benefit.  However,  the current  dividend  scale is zero and  Security
Benefit does not anticipate that dividends will be paid.

PAYMENTS FROM THE SEPARATE ACCOUNT

     Security Benefit will pay any full or partial  withdrawal  benefit or death
benefit  proceeds from Contract  Value  allocated to the  Subaccounts,  and will
effect a transfer between  Subaccounts or from a Subaccount to the Fixed Account
on the Valuation  Date a proper  request is received at Security  Benefit's Home
Office.  However,  Security  Benefit can postpone the  calculation or payment of
such a payment  or  transfer  of  amounts  from the  Subaccounts  to the  extent
permitted  under  applicable  law, which is currently  permissible  only for any
period:  (a)  during  which the New York  Stock  Exchange  is closed  other than
customary weekend and holiday closings, (b) during which trading on the New York
Stock  Exchange is  restricted  as  determined  by the SEC,  (c) during which an
emergency, as determined by the SEC, exists as a result of which (i) disposal of
securities held by the Separate Account is not reasonably  practicable,  or (ii)
it is not  reasonably  practicable  to determine  the value of the assets of the
Separate  Account,  or (d) for such other periods as the SEC may by order permit
for the protection of investors.

PROOF OF AGE AND SURVIVAL

     Security  Benefit  may  require  proof of age or  survival of any person on
whose life annuity payments depend.

MISSTATEMENTS

     If the age or sex of an  Annuitant  or age of an Owner has been  misstated,
the correct amount paid or payable by Security  Benefit under the Contract shall
be such as the  Contract  Value would have  provided  for the correct age or sex
(unless unisex rates apply).

LOANS

     An Owner of a Contract  issued in connection with a retirement plan that is
qualified  under  Section  403(b) of the Internal  Revenue Code may borrow money
from Security  Benefit using his or her Contract  Value as the only security for
the loan by submitting a proper written request to Security Benefit.  A loan may
be taken prior to the Annuity Start Date.  The minimum loan that may be taken is
$1,000.  For Contracts  with Contract Value of $20,000 or less, the maximum loan
that can be taken is the amount that produces a loan balance  immediately  after
the loan that is the lesser of $10,000 or 75 percent of the Contract Value.  For
Contracts with Contract  Value over $20,000,  the maximum loan that can be taken
is the amount that  produces a loan balance  immediately  after the loan that is
the lesser of (1) $50,000  reduced by the excess of (a) the highest  outstanding
loan balance  within the  preceding 12 month period ending on the day before the
date the loan is made over (b) the outstanding loan balance on the date the loan
is made or (2) 50 percent of the Contract Value. Reference should be made to the
terms of the particular Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner  takes a loan,  Contract Value in an amount
equal to the loan amount is transferred  from the  Subaccounts  and/or the Fixed
Account  into an account  called the "Loan  Account" as  security  for the loan.
Amounts  allocated  to the Loan  Account  earn 3 percent,  the  minimum  rate of
interest guaranteed under the Fixed Account.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the  effective  date of any  loan.  The  loan  interest  rate  will be 5.50
percent.  Because the Contract Value  maintained in the Loan Account will always
be equal in amount to the  outstanding  loan balance,  the net cost of a loan is
2.5 percent.

     Loans must be repaid within five years,  unless Security Benefit determines
that the loan is to be used to acquire a principal  residence  of the Owner,  in
which case the loan must be repaid within 30 years. Loan repayments must be made
at least  quarterly  and may be  prepaid  at any time.  Upon  receipt  of a loan
payment,  Security Benefit will transfer Contract Value from the Loan Account to
the Fixed  Account  and/or the  Subaccounts  according  to the  Owner's  current
instructions  with respect to purchase payments in an amount equal to the amount
by which the payment reduces the amount of the loan outstanding.

     If any required  loan  payment is not made,  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans  with a  quarterly  repayment  schedule,  the TOTAL  OUTSTANDING  LOAN
BALANCE will be deemed to be in default,  and the entire loan balance,  with any
accrued  interest,  will be reported as income to the Internal  Revenue  Service
("IRS").  Once a loan has gone into default,  regularly  scheduled payments will
not be  accepted,  and no new loans will be allowed  while a loan is in default.
Interest  will  continue to 

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                                       25
<PAGE>

accrue on a loan in default and if such interest is not paid by December 31st of
each year, it will be added to the  outstanding  balance of the loan and will be
reported to the IRS.  Contract Value equal to the amount of the accrued interest
will be transferred  to the Loan Account.  If a loan continues to be in default,
the total  outstanding  balance will be deducted  from  Contract  Value upon the
Contractowner's  attaining  age 59  1/2.  The  Contract  will  be  automatically
terminated  if the  outstanding  loan  balance  on a loan in  default  equals or
exceeds the  Withdrawal  Value.  The proceeds  from the Contract will be used to
repay the debt.  Contractowners  should  consult with their tax advisers  before
requesting a loan.

     While the amount to secure the loan is held in the Loan Account,  the Owner
forgoes the  investment  experience of the  Subaccounts  and the Current Rate of
interest on the Fixed Account.  Outstanding Contract Debt will reduce the amount
of proceeds paid upon full  withdrawal,  upon payment of the death benefit,  and
upon annuitization.  In addition,  no partial withdrawal will be processed which
would result in the withdrawal of Contract Value from the Loan Account.

     A Contractowner should consult with his or her tax adviser on the effect of
a loan.

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS

     Generally,  a  Qualified  Plan  may not  provide  for the  distribution  or
withdrawal of amounts  accumulated under such Qualified Plan until after a fixed
number of years,  the  attainment  of a stated age or upon the  occurrence  of a
specific event such as hardship, disability, retirement, death or termination of
employment.  Therefore,  the Owner of a Contract  purchased in connection with a
Qualified  Plan may not be  entitled  to make a full or partial  withdrawal,  as
described in this Prospectus,  unless one of the above-described  conditions has
been  satisfied.  For this reason  reference  should be made to the terms of the
particular  Qualified Plan, the Internal  Revenue Code and other  applicable law
for any limitation or restriction on distributions  and  withdrawals,  including
the 10 percent  penalty  tax that may be imposed in the event of a  distribution
from a  Qualified  Plan  before  the  participant  reaches  age 59 1/2.  See the
discussion under "Tax Penalties" on page 32.

     The  distribution  or withdrawal  of amounts under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore, the tax consequences of a distribution or withdrawal under a Contract
should be carefully  considered and a competent tax adviser should be consulted.
See "Federal Tax Matters" below.

                               FEDERAL TAX MATTERS

INTRODUCTION

     The  Contract   described  in  this  Prospectus  is  designed  for  use  by
individuals  in retirement  plans which may or may not be Qualified  Plans under
the  provisions of the Internal  Revenue Code ("Code").  The ultimate  effect of
federal income taxes on the amounts held under a Contract,  on annuity payments,
and on the economic benefits to the Owner, the Annuitant, and the Beneficiary or
other payee will depend upon the type of retirement  plan, if any, for which the
Contract is purchased, the tax and employment status of the individuals involved
and a number  of other  factors.  The  discussion  contained  herein  and in the
Statement of Additional  Information is general in nature and is not intended to
be an exhaustive discussion of all questions that might arise in connection with
a Contract.  It is based upon Security  Benefit's  understanding  of the present
federal income tax laws as currently interpreted by the Internal Revenue Service
("IRS"),  and is not intended as tax advice. No representation is made regarding
the likelihood of  continuation of the present federal income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of the tax
laws and the  fact  that tax  results  will  vary  according  to the  particular
circumstances of the individual involved and, if applicable, the Qualified Plan,
a person should consult with a qualified tax adviser regarding the purchase of a
Contract,  the selection of an Annuity  Option under a Contract,  the receipt of
annuity payments under a Contract or any other transaction involving a Contract.
SECURITY BENEFIT DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF, OR TAX
CONSEQUENCES  ARISING  FROM,  ANY  CONTRACT  OR ANY  TRANSACTION  INVOLVING  THE
CONTRACTS.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT

GENERAL

     Security Benefit intends to be taxed as a life insurance company under Part
I, Subchapter L of the Code. Because the operations of the Separate Account form
a part of Security Benefit, Security Benefit will be responsible for any federal
income  taxes that become  payable  with  respect to the income of the  Separate
Account and its Subaccounts.

CHARGE FOR SECURITY BENEFIT TAXES

     A charge may be made for any federal  taxes  incurred  by Security  Benefit
that  are  attributable  to the  Separate  Account,  the  Subaccounts  or to the
operations of Security  Benefit with respect to the Contracts or attributable to
payments,  premiums, or acquisition costs under the 

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                                       26
<PAGE>

Contracts. Security Benefit will review the question of a charge to the Separate
Account,  the Subaccounts or the Contracts for Security  Benefit's federal taxes
periodically.  Charges may become  necessary  if, among other  reasons,  the tax
treatment of Security  Benefit or of income and expenses  under the Contracts is
ultimately  determined to be other than what Security Benefit currently believes
it to be, if there are  changes  made in the  federal  income tax  treatment  of
variable  annuities at the insurance  company level,  or if there is a change in
Security Benefit's tax status.

     Under  current laws,  Security  Benefit may incur state and local taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If there is a  material  change in  applicable  state or local tax
laws,  Security Benefit reserves the right to charge the Separate Account or the
Subaccounts  for such taxes,  if any,  attributable  to the Separate  Account or
Subaccounts.

DIVERSIFICATION STANDARDS

     Each Series of the Mutual  Fund will be  required to adhere to  regulations
adopted  by the  Treasury  Department  pursuant  to  Section  817(h) of the Code
prescribing asset  diversification  requirements for investment  companies whose
shares  are  sold  to  insurance  company  separate  accounts  funding  variable
contracts.  Pursuant  to these  regulations,  on the  last day of each  calendar
quarter  (or on any day within 30 days  thereafter),  no more than 55 percent of
the total assets of a Series may be represented by any one  investment,  no more
than 70  percent  may be  represented  by any two  investments,  no more than 80
percent may be represented by any three investments, and no more than 90 percent
may be  represented  by any four  investments.  For purposes of Section  817(h),
securities  of a single  issuer  generally  are  treated as one  investment  but
obligations  of  the  U.S.  Treasury  and  each  U.S.   Governmental  agency  or
instrumentality  generally are treated as securities  of separate  issuers.  The
Separate Account, through the Series, intends to comply with the diversification
requirements of Section 817(h).

     In certain  circumstances,  owners of  variable  annuity  contracts  may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate  account  assets would be includable in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated  asset  account may cause the  investor  (i.e.,  the  Contractowner),
rather than the insurance  company,  to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by way
of regulations or rulings on the "extent to which policyholders may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

     The  ownership  rights under the Contract are similar to, but  different in
certain  respects  from,  those  described by the IRS in rulings in which it was
determined that  policyowners  were not owners of separate  account assets.  For
example,  the  Contractowner has additional  flexibility in allocating  purchase
payments and Contract Values.  These differences could result in a Contractowner
being  treated as the owner of a pro rata  portion of the assets of the Separate
Account. In addition,  Security Benefit does not know what standards will be set
forth, if any, in the  regulations or rulings which the Treasury  Department has
stated it expects to issue.  Security  Benefit  therefore  reserves the right to
modify  the  Contract,  as  it  deems  appropriate,  to  attempt  to  prevent  a
Contractowner  from being considered the owner of a pro rata share of the assets
of the Separate Account.  Moreover, in the event that regulations or rulings are
adopted,  there can be no  assurance  that the Series will be able to operate as
currently described in the Prospectus,  or that the Mutual Fund will not have to
change any Series' investment objective or investment policies.

INCOME TAXATION OF ANNUITIES IN GENERAL -- NON-QUALIFIED PLANS

     Section 72 of the Code governs the  taxation of  annuities.  In general,  a
Contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  28 and  "Diversification
Standards" on page 27.  Withholding of federal income taxes on all distributions
may be  required  unless a  recipient  who is  eligible  elects  not to have any
amounts withheld and properly notifies Security Benefit of that election.

     1.  Surrenders or Withdrawals Prior to the Annuity Start Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
withdrawal  (including  systematic  withdrawals)  from a  Contract  prior to the
Annuity Start Date  generally will be treated as gross income to the extent that
the cash value of the Contract  immediately  before the  withdrawal  (determined
without  regard to any  surrender  charge  in the case of a partial  withdrawal)
exceeds the  "investment in the  contract." The  "investment in the contract" is
that  portion,  if any,  of  purchase  payments  paid under a Contract  less any
distributions  received previously under the Contract that are excluded from the
recipient's  gross income.  The taxable  portion is taxed at ordinary income tax
rates.  For  purposes  of this rule,  a pledge or  assignment  of a 

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<PAGE>

contract is treated as a payment received on account of a partial  withdrawal of
a Contract.

     2.  Surrenders or Withdrawals on or after the Annuity Start Date

     Upon a complete  surrender,  the  receipt is taxable to the extent that the
cash value of the Contract  exceeds the investment in the Contract.  The taxable
portion of such payments will be taxed at ordinary income tax rates.

     For fixed annuity  payments,  the taxable portion of each payment generally
is  determined  by  using  a  formula  known  as the  "exclusion  ratio,"  which
establishes  the ratio that the  investment  in the Contract  bears to the total
expected amount of annuity payments for the term of the Contract.  That ratio is
then  applied  to each  payment  to  determine  the  non-taxable  portion of the
payment.  The  remaining  portion of each  payment is taxed at  ordinary  income
rates.  For variable  annuity  payments,  the taxable portion of each payment is
determined  by  using  a  formula  known  as  the  "excludable   amount,"  which
establishes the non-taxable portion of each payment.  The non-taxable portion is
a fixed dollar amount for each payment, determined by dividing the investment in
the  Contract  by the  number of  payments  to be made.  The  remainder  of each
variable  annuity  payment is taxable.  Once the  excludable  portion of annuity
payments  to date  equals the  investment  in the  Contract,  the balance of the
annuity payments will be fully taxable.

     3.  Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to  amounts  withdrawn  or  distributed  before the  taxpayer
reaches age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion
of such amount which is includable in gross income.  However, the penalty tax is
not applicable to  withdrawals:  (i) made on or after the death of the owner (or
where the owner is not an individual,  the death of the "primary annuitant," who
is defined as the individual the events in whose life are of primary  importance
in  affecting  the timing and amount of the  payout  under the  Contract);  (ii)
attributable to the taxpayer's  becoming  totally disabled within the meaning of
Code Section 72(m)(7);  (iii) which are part of a series of substantially  equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the taxpayer,  or the joint lives (or joint life expectancies) of
the taxpayer and his or her beneficiary;  (iv) from certain qualified plans; (v)
under a so-called  qualified  funding asset (as defined in Code Section 130(d));
(vi) under an immediate  annuity  contract;  or (vii) which are  purchased by an
employer on termination  of certain types of qualified  plans and which are held
by the employer until the employee separates from service.

     If the penalty tax does not apply to a surrender or  withdrawal as a result
of the  application  of  item  (iii)  above,  and the  series  of  payments  are
subsequently modified (other than by reason of death or disability), the tax for
the first year in which the  modification  occurs will be increased by an amount
(determined  by the  regulations)  equal to the tax that would have been imposed
but for  item  (iii)  above,  plus  interest  for the  deferral  period,  if the
modification  takes place (a) before the close of the period which is five years
from the date of the first payment and after the taxpayer attains age 59 1/2, or
(b) before the taxpayer reaches age 59 1/2.

ADDITIONAL CONSIDERATIONS

     1.  Distribution-at-Death Rules

     In order to be treated as an annuity contract,  a contract must provide the
following two distribution  rules: (a) if any owner dies on or after the Annuity
Start Date, and before the entire interest in the Contract has been distributed,
the remainder of the owner's interest will be distributed at least as quickly as
the method in effect on the owner's death;  and (b) if any owner dies before the
Annuity  Start Date,  the entire  interest in the  Contract  must  generally  be
distributed  within  five  years  after the date of death,  or, if  payable to a
designated  beneficiary,  must be  annuitized  over the life of that  designated
beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary, commencing within one year after the date of death of the owner. If
the sole  designated  beneficiary  is the  spouse  of the  deceased  owner,  the
Contract  (together  with the  deferral of tax on the accrued and future  income
thereunder) may be continued in the name of the spouse as owner.

     Generally,  for purposes of determining when distributions must begin under
the foregoing rules, where an owner is not an individual,  the primary annuitant
is considered the owner. In that case, a change in the primary annuitant will be
treated as the death of the owner.  Finally,  in the case of joint  owners,  the
distribution-at-death  rules will be applied by treating  the death of the first
owner  as the  one to be  taken  into  account  in  determining  generally  when
distributions  must  commence,  unless the sole  Designated  Beneficiary  is the
deceased owner's spouse.

     2.  Gift of Annuity Contracts

     Generally,  gifts of non-tax qualified Contracts prior to the Annuity Start
Date will  trigger  tax on the gain on the  Contract,  with the donee  getting a
stepped-up  basis for the amount included in the donor's income.  The 10 percent
penalty tax and gift tax also may be  applicable.  This provision does not apply
to transfers between spouses or incident to a divorce.

     3.  Contracts Owned by Non-Natural Persons

     If  the  Contract  is  held  by  a  non-natural   person  (for  example,  a
corporation)  the  income  on  that  Contract  (generally  the  increase  in net
surrender value less the purchase payments) is includable in taxable income each
year.  The rule does not apply where the Contract is acquired by the estate of a
decedent, where the Contract is held by certain types of retirement plans, where
the Contract is a qualified funding asset for structured settlements,  where the
Contract is purchased on behalf of an employee upon  termination  of a qualified
plan,  and in the case of an 

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                                       28
<PAGE>

immediate annuity.  An annuity contract held by a trust or other entity as agent
for a natural person is considered held by a natural person.

     4.  Multiple Contract Rule

     For  purposes  of  determining  the amount of any  distribution  under Code
Section 72(e)  (amounts not received as  annuities)  that is includable in gross
income,  all  Non-Qualified  annuity contracts issued by the same insurer to the
same Contractowner  during any calendar year are to be aggregated and treated as
one contract.  Thus,  any amount  received  under any such contract prior to the
contract's Annuity Start Date, such as a partial surrender,  dividend,  or loan,
will be taxable  (and  possibly  subject to the 10 percent  penalty  tax) to the
extent of the combined income in all such contracts.

     In addition,  the Treasury  Department  has broad  regulatory  authority in
applying this provision to prevent avoidance of the purposes of this rule. It is
possible that, under this authority, the Treasury Department may apply this rule
to amounts  that are paid as  annuities  (on and after the  Annuity  Start Date)
under annuity  contracts issued by the same company to the same owner during any
calendar  year.  In this case,  annuity  payments  could be fully  taxable  (and
possibly  subject to the 10 percent  penalty  tax) to the extent of the combined
income  in all such  contracts  and  regardless  of  whether  any  amount  would
otherwise have been excluded from income because of the "exclusion  ratio" under
the contract.

     5.  Possible Tax Changes

     In recent years,  legislation  has been proposed that would have  adversely
modified the federal taxation of certain  annuities.  Although as of the date of
this prospectus, it does not appear that Congress is considering any legislation
regarding the taxation of annuities,  there is always the  possibility  that the
tax treatment of annuities  could change by  legislation or other means (such as
IRS regulations,  revenue rulings, and judicial decisions).  Moreover,  although
unlikely,  it is also possible that any legislative  change could be retroactive
(that is, effective prior to the date of such change).

     6.  Transfers, Assignments or Exchanges of a Contract

     A transfer of ownership of a Contract,  the  designation  of an  Annuitant,
Payee or other  Beneficiary who is not also the Owner,  the selection of certain
Annuity  Start  Dates or the  exchange  of a Contract  may result in certain tax
consequences to the Owner that are not discussed herein. An Owner  contemplating
any such transfer, assignment,  selection or exchange should contact a competent
tax adviser with respect to the potential effects of such a transaction.

QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section  401,  403(b),  408 or 457 of the  Code.  The tax  rules  applicable  to
participants  in such Qualified Plans vary according to the type of plan and the
terms and  conditions  of the plan itself.  No attempt is made herein to provide
more than general  information  about the use of the  Contract  with the various
types of Qualified  Plans.  These Qualified Plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans. Adverse tax or other
legal consequences to the plan, to the participant or to both may result if this
Contract is  assigned or  transferred  to any  individual  as a means to provide
benefit  payments,   unless  the  plan  complies  with  all  legal  requirements
applicable to such benefits  prior to transfer of the Contract.  Contractowners,
Annuitants,  and  Beneficiaries,  are cautioned that the rights of any person to
any  benefits  under  such  Qualified  Plans  may be  subject  to the  terms and
conditions of the plans  themselves or limited by applicable law,  regardless of
the terms and  conditions of the Contract  issued in connection  therewith.  For
example,  Security  Benefit  may accept  beneficiary  designations  and  payment
instructions  under  the terms of the  Contract  without  regard to any  spousal
consents that may be required under the Employee  Retirement Income Security Act
of 1974 (ERISA).  Consequently,  a  Contractowner's  Beneficiary  designation or
elected payment option may not be enforceable.

     The  amounts  that may be  contributed  to  Qualified  Plans are subject to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain  Annuitants  and  their  beneficiaries.  These  requirements  may not be
incorporated into our Contract administration procedures.  Owners,  participants
and   beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions with respect to the Contracts comply with
applicable law.

     The  following  are brief  descriptions  of the various  types of Qualified
Plans and the use of the Contract therewith:

     1.  Section 401

     Code Section 401 permits employers to establish various types of retirement
plans (e.g., pension, profit sharing and 401(k) plans) for their employees.  For
this purpose,  self-employed  individuals  (proprietors or partners  operating a
trade  or  business)  are  treated  as  employees  and  therefore   eligible  to
participate  in such plans.  Retirement  plans

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                                       29
<PAGE>

established in accordance  with Section 401 may permit the purchase of Contracts
to provide benefits thereunder.

     In order for a retirement plan to be "qualified" under Code Section 401, it
must: (i) meet certain minimum standards with respect to participation, coverage
and vesting;  (ii) not discriminate in favor of "highly compensated"  employees;
(iii) provide  contributions or benefits that do not exceed certain limitations;
(iv)  prohibit  the use of plan  assets for  purposes  other than the  exclusive
benefit  of the  employees  and their  beneficiaries  covered  by the plan;  (v)
provide  for  distributions  that  comply  with  certain  minimum   distribution
requirements;  (vi) provide for certain  spousal  survivor  benefits;  and (vii)
comply with numerous other qualification requirements.

     A  retirement  plan  qualified  under  Code  Section  401 may be  funded by
employer  contributions,  employee  contributions or a combination of both. Plan
participants are not subject to tax on employer contributions until such amounts
are  actually  distributed  from  the  plan.  Depending  upon  the  terms of the
particular plan,  employee  contributions  may be made on a pre-tax or after-tax
basis. In addition,  plan  participants  are not taxed on plan earnings  derived
from  either  employer  or  employee   contributions  until  such  earnings  are
distributed.

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning date"). Periodic
distributions  must not extend  beyond the life of the  employee or the lives of
the employee and a designated beneficiary (or over a period extending beyond the
life expectancy of the employee or the joint life expectancy of the employee and
a designated beneficiary).

     If an employee dies before reaching his or her required beginning date, the
employee's entire interest in the plan must generally be distributed within five
years of the  employee's  death.  However,  the  five-year  rule  will be deemed
satisfied,  if  distributions  begin  before  the  close  of the  calendar  year
following the year of the employee's  death to a designated  beneficiary and are
made over the life of the beneficiary (or over a period not extending beyond the
life  expectancy  of the  beneficiary).  If the  designated  beneficiary  is the
employee's  surviving  spouse,  distributions  may be delayed until the employee
would have reached age 70 1/2.

     If an employee dies after reaching his or her required  beginning date, the
employee's  interest  in the plan  must  generally  be  distributed  at least as
rapidly  as under  the  method  of  distribution  in  effect  at the time of the
employee's death.

     Annuity  payments  distributed  from a retirement plan qualified under Code
Section 401 are taxable under  Section 72 of the Code.  Section 72 provides that
the portion of each payment  attributable to contributions  that were taxable to
the employee in the year made, if any, is excluded from gross income as a return
of the employee's investment.  The portion so excluded is determined by dividing
the employee's  investment in the plan by (1) the number of anticipated payments
determined  under a table set forth in Section 72 of the Code or (2) in the case
of a contract  calling for installment  payments,  the number of monthly annuity
payments  under such  contract.  The  portion  of each  payment in excess of the
exclusion amount is taxable as ordinary income.  Once the employee's  investment
has been recovered,  the full annuity  payment will be taxable.  If the employee
should die prior to recovering his entire investment, the unrecovered investment
will be allowed as a deduction  on his final  return.  If the  employee  made no
contributions  that were  taxable  when made,  the full  amount of each  annuity
payment is taxable to him as ordinary income.

     A "lump-sum"  distribution  from a  retirement  plan  qualified  under Code
Section 401 is eligible for favorable tax treatment.  A "lump-sum"  distribution
means the  distribution  within one taxable year of the balance to the credit of
the employee which becomes payable: (i) on account of the employee's death, (ii)
after the  employee  attains  age 59 1/2,  (iii) on  account  of the  employee's
termination  of employment  (in the case of a common law employee  only) or (iv)
after the employee has become  disabled (in the case of a  self-employed  person
only).

     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use income  averaging.  Five-year  averaging has been repealed  effective in the
year 2,000.  Special  ten-year  averaging  and  capital-gains  treatment  may be
available to an employee who reached age 50 before 1986.

     Distributions  from a retirement  plan qualified under Code Section 401 may
be eligible for a tax-free rollover to either another qualified  retirement plan
or to an individual retirement account or annuity (IRA). See "Rollovers" on page
31.

     2.  Section 403(b)

     Code Section  403(b)  permits  public  school  employees  and  employees of
certain types of charitable,  educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts,  and, subject to
certain  limitations,  to exclude  the amount of  purchase  payments  from gross
income for tax  purposes.  The Contract may be  purchased in  connection  with a
Section 403(b) annuity program.

     Section  403(b)  annuities  must  generally be provided  under a plan which
meets   certain   minimum   participation,   coverage,   and   nondiscrimination
requirements.   Section  403(b)  annuities  are  generally  subject  to  minimum
distribution  requirements  similar  to those  applicable  to  retirement  plans
qualified under Section 401 of the Code. See "Section 401" on page 29.

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                                       30
<PAGE>

     A  Section  403(b)   annuity   contract  may  be  purchased  with  employer
contributions,  employee  contributions  or a combination of both. An employee's
rights  under  a  Section  403(b)  contract  must  be  nonforfeitable.  Numerous
limitations  apply to the amount of contributions  that may be made to a Section
403(b)  annuity  contract.  The applicable  limit will depend upon,  among other
things,  whether the annuity  contract is  purchased  with  employer or employee
contributions.

     Amounts used to purchase Section 403(b) annuities  generally are excludable
from the taxable income of the employee.  As a result,  all  distributions  from
such annuities are normally taxable in full as ordinary income to the employee.

     A Section  403(b)  annuity  contract  must  prohibit  the  distribution  of
employee  contributions  (including  earnings  thereon) until the employee:  (i)
attains  age 59 1/2,  (ii)  terminates  employment;  (iii)  dies;  (iv)  becomes
disabled; or (v) incurs a financial hardship (earnings may not be distributed in
the event of hardship).

     Distributions  from a Section 403(b) annuity contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" on page 31.

     3.  Section 408

     INDIVIDUAL RETIREMENT  ANNUITIES.  Section 408 of the Code permits eligible
individuals to establish individual  retirement programs through the purchase of
Individual  Retirement  Annuities ("IRAs").  The Contract may be purchased as an
IRA.

     IRAs are subject to limitations on the amount that may be contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending upon the circumstances of the individual,  contributions to an IRA may
be made on a deductible or  non-deductible  basis.  IRAs may not be transferred,
sold,  assigned,  discounted  or  pledged  as  collateral  for a loan  or  other
obligation.  The annual  premium  for an IRA may not be fixed and may not exceed
$2,000  (except in the case of a rollover  contribution).  Any refund of premium
must be applied to the payment of future  premiums or the purchase of additional
benefits.

     Sale  of the  Contract  for  use  with  IRAs  may  be  subject  to  special
requirements imposed by the Internal Revenue Service. Purchasers of the Contract
for such purposes will be provided with such supplementary information as may be
required by the Internal Revenue Service or other appropriate  agency,  and will
have the right to revoke the Contract under certain circumstances.

     In general,  IRAs are subject to minimum distribution  requirements similar
to those applicable to retirement plans qualified under Section 401 of the Code;
however,  the required  beginning  date for IRAs is generally  the date that the
Contractowner reaches age 70 1/2--the  Contractowner's  retirement date, if any,
will not affect his or her required  beginning  date.  See "Section 401" on page
29.  Distributions  from IRAs are  generally  taxed under Code Section 72. Under
these rules, a portion of each  distribution may be excludable from income.  The
amount excludable from the individual's income is the amount of the distribution
which bears the same ratio as the individual's nondeductible contributions bears
to the expected return under the IRA.

     Distributions  from an IRA  may be  eligible  for a  tax-free  rollover  to
another IRA. In certain cases, a distribution  from an IRA may be eligible to be
rolled  over to a  retirement  plan  qualified  under Code  Section  401(a) or a
Section 403(b) annuity contract. See "Rollovers" below.

     The   Internal   Revenue   Service  has  not   reviewed  the  Contract  for
qualification  as  an  IRA,  and  has  not  addressed  in a  ruling  of  general
applicability  whether a death  benefit  provision  such as the provision in the
Contract comports with IRA qualification requirements.

     4.  Section 457

     Section 457 of the Code permits  employees  of state and local  governments
and units and  agencies  of state and local  governments  as well as  tax-exempt
organizations  described in Section  501(c)(3) of the Code to defer a portion of
their  compensation   without  paying  current  taxes  if  those  employees  are
participants in an eligible deferred  compensation  plan. A Section 457 plan may
permit the purchase of Contracts to provide benefits thereunder.

     Although a participant  under a Section 457 plan may be permitted to direct
or choose  methods of investment in the case of a tax-exempt  employer  sponsor,
all amounts  deferred under the plan, and any income thereon,  remain solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon  distribution.  A Section 457 plan must not permit
the distribution of a participant's  benefits until the participant  attains age
70 1/2, terminates employment or incurs an "unforeseeable emergency."

     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code. See "Section 401" on page 29. Since under a Section 457
plan,  contributions  are generally  excludable  from the taxable  income of the
employee,  the full amount  received will usually be taxable as ordinary  income
when annuity payments commence or other  distributions  are made.  Distributions
from a Section 457 plan are not eligible for tax-free rollovers.

     5.  Rollovers

     A "rollover" is the tax-free  transfer of a distribution from one Qualified
Plan to another.  Distributions  which are rolled  over are not  included in the
employee's gross income until some future time.

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                                       31
<PAGE>

     If any portion of the balance to the credit of an employee in a Section 401
plan or Section  403(b) plan is paid to the  employee in an  "eligible  rollover
distribution"  and the employee  transfers any portion of the amount received to
an "eligible  retirement plan," then the amount so transferred is not includable
in income. An "eligible rollover distribution"  generally means any distribution
that is not one of a  series  of  periodic  payments  made  for the  life of the
distributee  or for a specified  period of at least ten years.  In  addition,  a
required  minimum   distribution  will  not  qualify  as  an  eligible  rollover
distribution.  A rollover must be completed  within 60 days after receipt of the
distribution.

     In the case of a Section 401 plan,  an "eligible  retirement  plan" will be
another  retirement  plan  qualified  under Code  Section  401 or an  individual
retirement  account or annuity under Code Section 408. With respect to a Section
403(b) plan, an "eligible  retirement  plan" will be another Section 403(b) plan
or an individual retirement account or annuity described in Code Section 408.

     A Section  401 plan and a Section  403(b)  plan  must  generally  provide a
participant receiving an eligible rollover distribution,  the option to have the
distribution transferred directly to another eligible retirement plan.

     The owner of an IRA may make a tax-free rollover of any portion of the IRA.
The rollover must be completed  within 60 days of the distribution and generally
may  only  be made  to  another  IRA.  However,  an  individual  may  receive  a
distribution from his IRA and within 60 days roll it over into a retirement plan
qualified  under  Code  Section  401(a)  if all  of the  funds  in the  IRA  are
attributable to a rollover from a Section 401(a) plan. Similarly, a distribution
from an IRA may be rolled over to a Section 403(b) plan only if all of the funds
in the IRA are attributable to a rollover from a Section 403(b) annuity.

     6.  Tax Penalties

     PREMATURE  DISTRIBUTION TAX. Distributions from a Qualified Plan before the
participant  reaches age 59 1/2 are generally subject to an additional tax equal
to 10 percent of the taxable portion of the distribution. The 10 percent penalty
tax  does not  apply to  distributions:  (i) made on or after  the  death of the
employee;  (ii) attributable to the employee's disability;  (iii) which are part
of a series of  substantially  equal periodic  payments made (at least annually)
for the life (or life  expectancy)  of the employee or the joint lives (or joint
life expectancies) of the employee and a designated  beneficiary and which begin
after  the  employee  terminates  employment;  (iv)  made to an  employee  after
termination  of  employment  after  reaching age 55; (v) made to pay for certain
medical expenses;  (vi) that are exempt  withdrawals of an excess  contribution;
(vii) that is rolled over or transferred in accordance  with Code  requirements;
or (viii)  that is  transferred  pursuant  to a decree of  divorce  or  separate
maintenance or written instrument incident to such a decree.

     The exception to the 10 percent penalty tax described in item (iv) above is
not  applicable  to  IRAs.  However,  distributions  from  an IRA to  unemployed
individuals can be made without application of the 10 percent penalty tax to pay
health insurance premiums in certain cases. In addition,  the 10 percent penalty
tax is generally not applicable to distributions from a Section 457 plan.

     MINIMUM  DISTRIBUTION TAX. If the amount  distributed from a Qualified Plan
is less than the minimum required  distribution for the year, the participant is
subject to a 50 percent tax on the amount that was not properly distributed.

     EXCESS DISTRIBUTION  ACCUMULATION TAX. If the aggregate  distributions from
all Qualified Plans (other than Section 457 plans) with respect to an individual
in a calendar  year exceed the greater of (i)  $150,000,  or (ii)  $112,500,  as
indexed  for  inflation  ($155,000  for  1996),  a penalty  tax of 15 percent is
generally imposed (in addition to any ordinary income tax) on the excess portion
of the  distribution.  In  addition,  a 15 percent tax is imposed on the "excess
retirement  accumulations" of an individual whose aggregate  retirement benefits
exceed the value of a hypothetical life annuity determined as of the date of his
or her death. The 15 percent excise tax on excess  distributions  will not apply
to withdrawals during calendar years 1997, 1998 and 1999.

     7.  Withholding

     Periodic  distributions (e.g.,  annuities and installment  payments) from a
Qualified  Plan that will last for a period of ten or more  years are  generally
subject  to  voluntary  income tax  withholding.  The  amount  withheld  on such
periodic  distributions  is  determined  at the rate  applicable  to wages.  The
recipient of a periodic distribution may generally elect not to have withholding
apply.

     Nonperiodic  distributions  (e.g.,  lump sums and annuities or  installment
payments  of less than ten years)  from a  Qualified  Plan  (other  than IRA and
Section 457 plans) are  generally  subject to  mandatory  20 percent  income tax
withholding.   However,  no  withholding  is  imposed  if  the  distribution  is
transferred   directly  to  another   eligible   Qualified   Plan.   Nonperiodic
distributions  from an IRA are  subject to income tax  withholding  at a flat 10
percent  rate.  The  recipient  of such a  distribution  may  elect  not to have
withholding apply.

     The  above  description  of the  federal  income  tax  consequences  of the
different types of Qualified  Plans which may be funded by the Contract  offered
by this  Prospectus  is only a brief  summary and is not intended as tax advice.
The rules governing the provisions of Qualified Plans are extremely  complex and
often  difficult to  comprehend.  Anything  less than full  compliance  with the
applicable  rules,  all of which are  subject to change,  may have  adverse  tax
consequences.  A prospective  Contractowner  considering adoption of a Qualified
Plan and purchase of a Contract in connection  therewith  should first consult a
qualified  and  competent  tax adviser,  with regard to the  suitability  of the
Contract as an investment vehicle for the Qualified Plan.

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<PAGE>

                                OTHER INFORMATION

VOTING OF MUTUAL FUND SHARES

     Security  Benefit is the legal  owner of the shares of the Mutual Fund held
by the  Subaccounts  of the Separate  Account.  Security  Benefit will  exercise
voting rights  attributable to the shares of each Series of the Mutual Fund held
in the  Subaccounts at any regular and special  meetings of the  shareholders of
the Mutual Fund on matters requiring  shareholder  voting under the 1940 Act. In
accordance  with its view of presently  applicable  law,  Security  Benefit will
exercise these voting rights based on instructions  received from persons having
the voting  interest  in  corresponding  Subaccounts  of the  Separate  Account.
However, if the 1940 Act or any regulations  thereunder should be amended, or if
the present  interpretation  thereof  should  change,  and as a result  Security
Benefit determines that it is permitted to vote the shares of the Mutual Fund in
its own right, it may elect to do so.

     The person having the voting interest under a Contract is the Owner. Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to  Security  Benefit  is
determined  by dividing a  Contractowner's  Contract  Value in a Subaccount on a
particular  date by the net asset  value per share of that Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Fund.  Voting  instructions may be cast
in person or by proxy.

     Voting  rights  attributable  to the  Contractowner's  Contract  Value in a
Subaccount for which no timely voting instructions are received will be voted by
Security  Benefit in the same  proportion  as the voting  instructions  that are
received in a timely manner for all Contracts  participating in that Subaccount.
Security  Benefit  will also  exercise  the voting  rights  from  assets in each
Subaccount that are not otherwise attributable to Contractowners, if any, in the
same proportion as the voting  instructions that are received in a timely manner
for all Contracts  participating  in that Subaccount and generally will exercise
voting  rights  attributable  to shares of the Series of the Mutual Fund held in
its General  Account,  if any, in the same proportion as votes cast with respect
to shares of the  Series of the Mutual  Fund held by the  Separate  Account  and
other separate accounts of Security Benefit, in the aggregate.

SUBSTITUTION OF INVESTMENTS

     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to,  deletions  from,  substitutions  for, or
combinations  of the  securities  that are held by the  Separate  Account or any
Subaccount  or that the Separate  Account or any  Subaccount  may  purchase.  If
shares  of any or all of the  Series  of the  Mutual  Fund  should  no longer be
available for investment, or if, in the judgment of Security Benefit management,
further  investment  in shares of any or all of the  Series of the  Mutual  Fund
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit  may  substitute  shares of another  Series of the  Mutual  Fund or of a
different  fund for shares already  purchased,  or to be purchased in the future
under the Contract.  Security Benefit may also purchase, through the Subaccount,
other securities for other classes or contracts,  or permit a conversion between
classes of contracts on the basis of requests made by Owners.

     In connection with a substitution of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

     Security   Benefit  also   reserves  the  right  to  establish   additional
Subaccounts  of the  Separate  Account  that would invest in a new Series of the
Mutual Fund or in shares of another  investment  company,  a series thereof,  or
other suitable  investment  vehicle.  New  Subaccounts may be established in the
sole  discretion  of  Security  Benefit,  and  any new  Subaccount  will be made
available to existing  Owners on a basis to be determined  by Security  Benefit.
Security  Benefit may also eliminate or combine one or more  Subaccounts  if, in
its sole discretion, marketing, tax, or investment conditions so warrant.

     Subject to compliance with applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount of
the Separate Account to another separate account or Subaccount.

     In the event of any such  substitution or change,  Security Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts as may
be necessary or appropriate to reflect such substitution or change. If deemed by
Security  Benefit to be in the best  interests of persons  having  voting rights
under the  Contracts,  the  Separate  Account may be  operated  as a  management
investment company under the 1940 Act or any other form permitted by law; it may
be  deregistered  under  that Act in the event  such  registration  is no longer
required; or it may be combined with other separate accounts of Security Benefit
or an affiliate  thereof.  Subject to compliance with  applicable law,  Security
Benefit also may combine one or more  Subaccounts and may establish a committee,
board,  or other  group to manage one or more  aspects of the  operation  of the
Separate Account.

- --------------------------------------------------------------------------------
                                       33
<PAGE>

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

     Security  Benefit  reserves  the right,  without the consent of Owners,  to
suspend sales of the Contract as presently offered and to make any change to the
provisions  of the  Contracts to comply with, or give Owners the benefit of, any
federal or state  statute,  rule,  or  regulation,  including but not limited to
requirements  for annuity  contracts  and  retirement  plans under the  Internal
Revenue Code and regulations thereunder or any state statute or regulation.

REPORTS TO OWNERS

     A statement  will be sent  annually to each  Contractowner  setting forth a
summary of the  transactions  that occurred  during the year, and indicating the
Contract  Value as of the end of each year.  In  addition,  the  statement  will
indicate  the  allocation  of  Contract  Value  among the Fixed  Account and the
Subaccounts and any other information  required by law.  Confirmations will also
be sent out upon purchase payments,  transfers, loans, loan repayments, and full
and partial  withdrawals.  Certain  transactions may be confirmed on a quarterly
basis.  These  transactions  include  purchases  under an  Automatic  Investment
Program,  transfers  under the  Dollar  Cost  Averaging  and Asset  Reallocation
Options, systematic withdrawals and annuity payments.

     Each  Contractowner  will also  receive  an annual  and  semiannual  report
containing  financial  statements for the Mutual Fund, which will include a list
of the  portfolio  securities  of the Mutual Fund,  as required by the 1940 Act,
and/or such other reports as may be required by federal securities laws.

TELEPHONE TRANSFER PRIVILEGES

     A  Contractowner  may  request a transfer  of  Contract  Value and may make
changes to an existing  Dollar Cost  Averaging or Asset  Reallocation  option by
telephone  if  the  Telephone   Transfer   section  of  the  application  or  an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone are genuine and will not be liable for any losses due to fraudulent or
unauthorized  instructions  provided it complies with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the account  number and the Owner's tax  identification  number and such
instructions must be received on a recorded line.  Security Benefit reserves the
right to deny any telephone  transfer  request.  If all telephone lines are busy
(which  might  occur,  for  example,   during  periods  of  substantial   market
fluctuations),  Contractowners  might  not  be  able  to  request  transfers  by
telephone and would have to submit written requests.

     By authorizing  telephone  transfers,  a Contractowner  authorizes Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Contractowner's  Contract, and agrees that neither Security Benefit, nor any
of its affiliates,  nor the Mutual Fund,  will be liable for any loss,  damages,
cost,  or  expense  (including  attorneys'  fees)  arising  out of any  requests
effected in accordance with the Telephone Authorization and believed by Security
Benefit to be genuine,  provided  that  Security  Benefit has complied  with its
procedures.  As a result of this policy on telephone requests, the Contractowner
may bear the  risk of loss  arising  from  the  telephone  transfer  privileges.
Security  Benefit may  discontinue,  modify,  or suspend the telephone  transfer
privilege at any time.

LEGAL PROCEEDINGS

     There are no legal  proceedings  pending to which the Separate Account is a
party, or which would materially affect the Separate Account.

LEGAL MATTERS

     Legal  matters  in  connection  with the  issue  and sale of the  Contracts
described  in  this  Prospectus,  Security  Benefit's  authority  to  issue  the
Contracts under Kansas law, and the validity of the forms of the Contracts under
Kansas law have been passed upon by Amy J. Lee, Esq., Associate General Counsel,
Security Benefit.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including the yield and effective yield of the Subaccount investing in the Money
Market  Series  ("Money  Market   Subaccount"),   the  yield  of  the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

     Current  yield  for the  Money  Market  Subaccount  will be based on income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment).  "Effective yield" for the Money Market Subaccount is
calculated in a manner similar to that used to calculate yield, but reflects the
compounding effect of earnings.

     For the  remaining  Subaccounts,  quotations  of yield will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual  compounded rate of
return on a  hypothetical  investment in 

- --------------------------------------------------------------------------------
                                       34
<PAGE>

a Contract  over a period of one,  five,  and ten years (or, if less,  up to the
life of the  Subaccount),  and will reflect the deduction of the  administrative
charge,  mortality and expense risk charge and contingent  deferred sales charge
and may simultaneously be shown for other periods.

     Quotations  of yield and  effective  yield do not reflect  deduction of the
contingent deferred sales charge, and total return figures may be quoted that do
not reflect  deduction of the charge.  If  reflected,  the  performance  figures
quoted would be lower. Such performance information will be accompanied by total
return figures that reflect  deduction of the  contingent  deferred sales charge
that would be imposed if Contract  Value were withdrawn at the end of the period
for which total return is quoted.

     Although the Contracts were not available for purchase until  ____________,
1997, the underlying  investment vehicle of the Separate Account,  SBL Fund, has
been  in  existence  since  May  26,  1977.  Performance   information  for  the
Subaccounts  may also include  quotations of total return for periods  beginning
prior to the  availability of the Contracts that  incorporate the performance of
SBL Fund.

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security:  (ii) other variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked  by other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in the Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies,  characteristics,  and  quality of the Series in which the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) Security  Benefit's  rating or a rating of
Security Benefit's  claim-paying ability as determined by firms that analyze and
rate  insurance  companies  and  by  nationally  recognized  statistical  rating
organizations.

                             ADDITIONAL INFORMATION

REGISTRATION STATEMENT

     A  Registration  Statement  under the 1933 Act has been  filed with the SEC
relating to the offering described in this Prospectus.  This Prospectus does not
include all the  information  included in the  Registration  Statement,  certain
portions of which, including the Statement of Additional Information,  have been
omitted  pursuant  to  the  rules  and  regulations  of  the  SEC.  The  omitted
information  may be obtained at the SEC's  principal  office in Washington,  DC,
upon payment of the SEC's prescribed fees.

FINANCIAL STATEMENTS

     Financial  statements of Security Benefit at December 31, 1996 and 1995 and
for each of the three  years in the period  ended  December  31,  1996,  and the
financial  statements  of the Separate  Account for the year ended  December 31,
1996,  and the period from April 1, 1995 to December  31, 1995 are  contained in
the Statement of Additional Information.

                       STATEMENT OF ADDITIONAL INFORMATION

     The Statement of Additional  Information contains more specific information
and financial  statements relating to Security Benefit. The Table of Contents of
the Statement of Additional Information is set forth below:

- --------------------------------------------------------------------------------
                                       35
<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

GENERAL INFORMATION AND HISTORY............................................   1
DISTRIBUTION OF THE CONTRACT...............................................   1
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS......   1
EXPERTS....................................................................   3
PERFORMANCE INFORMATION....................................................   3
FINANCIAL STATEMENTS.......................................................   5

- --------------------------------------------------------------------------------
                                       36
<PAGE>

                       VARIFLEX SIGNATURE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

                            DATE: _____________, 1997

        INDIVIDUAL AND GROUP FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

                                    ISSUED BY
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                             700 SW HARRISON STREET
                            TOPEKA, KANSAS 66636-0001
                                 1-800-888-2461

                                MAILING ADDRESS:
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                                 P.O. BOX 750497
                            TOPEKA, KANSAS 66675-0497
                                 1-800-888-2461

     This Statement of Additional  Information is not a prospectus and should be
read in  conjunction  with the current  Prospectus  for the  Variflex  Signature
Variable Annuity dated __________________, 1997. A copy of the Prospectus may be
obtained from Security Benefit by calling  1-800-888-2461 or by writing P.O. Box
750497, Topeka, Kansas 66675-0497.

<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE

GENERAL INFORMATION AND HISTORY..........................................   1

DISTRIBUTION OF THE CONTRACT.............................................   1

LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS....   1

EXPERTS..................................................................   3

PERFORMANCE INFORMATION..................................................   3

FINANCIAL STATEMENTS.....................................................   5

<PAGE>

                         GENERAL INFORMATION AND HISTORY

     For a  description  of the  Flexible  Purchase  Payment  Deferred  Variable
Annuity  Contract (the  "Contract"),  Security  Benefit Life  Insurance  Company
("Security  Benefit"),  and the Variable  Annuity  Account  VIII (the  "Separate
Account"), see the Prospectus. This Statement of Additional Information contains
information  that  supplements the information in the Prospectus.  Defined terms
used in this Statement of Additional  Information have the same meaning as terms
defined in the section entitled "Definitions" in the Prospectus.

SAFEKEEPING OF ASSETS

     Security  Benefit is responsible  for the  safekeeping of the assets of the
Subaccounts.  These assets,  which consist of shares of the Series of the Mutual
Fund in  non-certificated  form,  are held separate and apart from the assets of
the Security Benefit's General Account and its other separate accounts.

                          DISTRIBUTION OF THE CONTRACT

     Security  Distributors,  Inc.  ("SDI")  is  Principal  Underwriter  of  the
Contract.  SDI is registered as a broker/dealer with the Securities and Exchange
Commission ("SEC") under the Securities  Exchange Act of 1934 and is a member of
the National Association of Securities Dealers,  Inc. ("NASD").  The offering of
the Contracts is continuous.

     Subject to  arrangements  with  Security  Benefit,  the Contract is sold by
independent  broker/dealers  who are members of the NASD and who become licensed
to sell variable annuities for SBL, and by certain financial  institutions.  SDI
acts as principal underwriter on behalf of Security Benefit for the distribution
of the Contract.  SDI is not compensated  under its Distribution  Agreement with
Security Benefit.

     The compensation  payable by SDI under these  arrangements may vary, but is
not  expected  to exceed in the  aggregate  6% of  purchase  payments  and 1% of
contract value on an annualized basis.

              LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED
                                RETIREMENT PLANS

SECTION 401

     The  applicable  annual limits on purchase  payments for a Contract used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer. Rollover contributions are
not subject to the annual limitations described above.

SECTION 403(B)

     Contributions  to 403(b)  annuities are excludable from an employee's gross
income  if they do not  exceed  the  smallest  of the  limits  calculated  under
Sections  402(g),  403(b)(2),  and 415 of the Code.  The  applicable  limit will
depend upon  whether  the  annuities  are  purchased  with  employer or employee
contributions. Rollover contributions are not subject to these annual limits.

                                       1
<PAGE>

     Section   402(g)   generally   limits  an   employee's   salary   reduction
contributions  to a 403(b)  annuity to $9,500 a year.  The $9,500  limit will be
reduced by salary reduction contributions to other types of retirement plans. An
employee with at least 15 years of service for a "qualified  employer" (i.e., an
educational  organization,  hospital,  home health  service  agency,  health and
welfare  service  agency,  church or  convention  or  association  of  churches)
generally  may  exceed  the  $9,500  limit by  $3,000  per year,  subject  to an
aggregate limit of $15,000 for all years.

     Section 403(b)(2) provides an overall limit on employer and employee salary
reduction contributions that may be made to a 403(b) annuity.  Section 403(b)(2)
generally  provides  that the maximum  amount of  contributions  an employee may
exclude from his or her gross income in any taxable year is equal to the excess,
if any, of:

     (i)   the amount determined by multiplying 20% of the employee's includable
           compensation  by the number of his or her years of  service  with the
           employer, over

     (ii)  the total amount  contributed  to retirement  plans  sponsored by the
           employer, that were excludable from his gross income in prior years.

     Section 415(c) also provides an overall limit on the amount of employer and
employee salary reduction contributions to a Section 403(b) annuity that will be
excludable  from an employee's  gross income in a given year. The Section 415(c)
limit  is the  lesser  of (i)  $30,000,  or (ii)  25% of the  employee's  annual
compensation.

SECTION 408

     Premiums (other than rollover  contributions) paid under a Contract used in
connection  with an  individual  retirement  annuity  (IRA) that is described in
Section  408  of the  Internal  Revenue  Code  are  subject  to  the  limits  on
contributions  to IRA's under Section 219(b) of the Internal Revenue Code. Under
Section 219(b) of the Code, contributions (other than rollover contributions) to
an IRA are  limited  to the  lesser of  $2,000  per year or the  Owner's  annual
compensation.  An additional  $250 may be  contributed if the Owner has a spouse
with little or no  compensation  for the year,  provided  distinct  accounts are
maintained  for the Owner  and his or her  spouse,  and no more  than  $2,000 is
contributed to either account in any one year.  Section 219 of the Code has been
amended to provide that, for tax years beginning on or after January 1, 1997, an
Owner and his or her  spouse  who has no  compensation  for the  year,  may each
contribute up to $2,000 to their  respective  IRAs. The extent to which an Owner
may deduct  contributions to an IRA depends on the gross income of the Owner and
his  or  her  spouse  for  the  year  and  whether  either   participate  in  an
employer-sponsored retirement plan.

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION 457

     Contributions  on behalf of an employee to a Section 457 plan generally are
limited to the lesser of (i) $7,500 or (ii) 33 1/3% of the employee's includable
compensation.  The current  $7,500 limit will be indexed for  inflation (in $500
increments)  for tax years  beginning  after  December 31, 1996. If the employee
participates  in more than one Section  457 plan,  the $7,500  limit  applies to
contributions to all such programs. The $7,500 limit is reduced by the amount of
any salary reduction contribution the employee makes to a 403(b) annuity, an IRA
or a retirement  plan qualified  under Section 401. The Section 457 limit may be
increased  during the last three years ending before the employee reaches his or
her normal  retirement  age.  In each of these last  three  years,  the plan may
permit a "catch-up" amount in addition to the regular amount to be deferred. The
maximum  combined  amount  which may be deferred in each of these three years is
$15,000  reduced  by any  amount  excluded  from the  employee's  income for the
taxable year as a contribution to another plan.

                                       2
<PAGE>

                                     EXPERTS

     The consolidated  financial statements for Security Benefit at December 31,
1996,  and 1995 and for each of the three years in the period ended December 31,
1996, and for the Separate Account for the year ended December 31, 1996, and the
period from April 1, 1995 to December 31, 1995,  appearing in this  Statement of
Additional  Information  have been  audited  by Ernst & Young  LLP,  independent
auditors,  as set forth in their reports thereon appearing on page 6 herein, and
are included in reliance  upon such report given upon the authority of such firm
as experts in accounting and auditing.

                             PERFORMANCE INFORMATION

     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including  the  yield  and  total  return  of all  Subaccounts,  may  appear  in
advertisements,  reports,  and  promotional  literature  provided  to current or
prospective Owners.

     Quotations  of yield for the Money Market  Subaccount  will be based on the
change in the value, exclusive of capital changes, of a hypothetical  investment
in a Contract over a particular  seven day period,  less a  hypothetical  charge
reflecting  deductions  from the Contract  during the period (the "base period")
and stated as a  percentage  of the  investment  at the start of the base period
(the  "base  period  return").  The base  period  return is then  annualized  by
multiplying  by 365/7,  with the resulting  yield figure carried to at least the
nearest one hundredth of one percent.  Any quotations of effective yield for the
Money Market  Subaccount  assume that all  dividends  received  during an annual
period have been  reinvested.  Calculation of "effective  yield" begins with the
same  "base  period  return"  used  in the  yield  calculation,  which  is  then
annualized to reflect weekly compounding pursuant to the following formula:

              Effective Yield = [(Base Period Return + 1)365/7] - 1

     For the seven-day  period ended  December 31, 1996, the yield for the Money
Market Series was 5.90% and the effective yield was 6.08%.

     Quotations  of yield  for the  Subaccounts,  other  than the  Money  Market
Subaccount,  will be based on all investment income per Accumulation Unit earned
during a particular 30-day period, less expenses accrued during the period ("net
investment  income"),  and will be computed by dividing net investment income by
the value of the Accumulation  Unit on the last day of the period,  according to
the following formula:

     YIELD    = 2[(A-B + 1)6 - 1]
                   ---
                   cd

     where a = net  investment  income  earned  during  the period by the Series
               attributable to shares owned by the Subaccount,

           b = expenses accrued for the period (net of any reimbursements),

           c = the average daily number of Accumulation Units outstanding during
               the period that were entitled to receive dividends, and

           d = the maximum offering price per Accumulation  Unit on the last day
               of the period.

     For the 30-day period ended December 31, 1996, the yield for the High Grade
Income Subaccount was 9.92%.

     Quotations  of  average  annual  total  return for any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or,  if less,  up to the life of the  underlying  Series of the  Mutual  Fund),
calculated  pursuant  to the  following  formula:  P(1 + T)N = ERV  (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the

                                       3
<PAGE>

number of  years,  and  ERV = the  ending  redeemable  value  of a  hypothetical
$1,000 payment made at the beginning of the period).  Quotations of total return
may  simultaneously be shown for other periods and will include total return for
periods  beginning  prior to  availability  of the  Contract.  Such total return
figures are based upon the  performance of the  respective  Series of the Mutual
Fund, adjusted to reflect the charges imposed under the Contract.

     Total return  figures  reflect the  deduction of the  mortality and expense
risk and administration  charges and the contingent deferred sales charge. Total
return  figures may be quoted that do not reflect  deduction  of the  contingent
deferred sales charge. Such charges if reflected would lower the level of return
quoted.  Total return  figures that do not reflect  deduction of the  contingent
deferred  sales charge will be  accompanied by total return figures that reflect
such charge.

     For the 1-, 5- and 10-year  periods ended December 31, 1996,  respectively,
the average  annual  total  return was 13.54%,  13.32% and 13.18% for the Growth
Subaccount;  11.14%, 9.6% and 12.18% for the Growth-Income  Subaccount;  10.45%,
9.34% and 1.57% for the Worldwide Equity Subaccount; and -7.56%, 3.75% and 5.84%
for the High  Grade  Income  Subaccount.  For the 1- and  5-year  periods  ended
December 31, 1996, and the period  between May 1, 1991 (date of inception),  and
December 31,  1996,  respectively,  the average  annual total return was 11.72%,
11.60% and 11.49% for the Social  Awareness  Subaccount.  For the 1-year  period
ended  December  31,  1996 and the  period  between  October  1,  1992  (date of
inception) and December 31, 1996, respectively,  the average annual total return
was 11.00% and 11.80% for the Emerging Growth Subaccount.  For the 1-year period
ended  December 31, 1996 and the period between June 1, 1995 (date of inception)
and December 31, 1996,  respectively,  the average annual total return was 6.69%
and 8.49% for the Global  Aggressive  Bond  Subaccount;  7.22% and 8.51% for the
Specialized Asset Allocation  Subaccount;  5.88% and 7.78% for the Managed Asset
Allocation  Subaccount;  and 12.95% and 18.58% for the Equity Income Subaccount.
For the period between August 5, 1996 (date of inception) and December 31, 1996,
the  average  annual  total  return  was  1.51% for the High  Yield  Subaccount.
Performance  information is not yet available for the Value Subaccount as it did
not begin operations until May 1997.

     Absent  deduction of the  contingent  deferred  sales  charge,  the average
annual total  return for the stated  periods  above would be 18.94%,  13.84% and
13.18%  for  the  Growth   Subaccount;   16.54%,   10.12%  and  12.18%  for  the
Growth-Income  Subaccount;  15.85%,  9.85% and 1.57%  for the  Worldwide  Equity
Subaccount;  and -2.16%,  4.33% and 5.84% for the High Grade Income  Subaccount.
For the 1- and 5-year  periods ended  December 31, 1996,  and the period between
May 1, 1991 (date of inception) and December 31, 1996, respectively, the average
annual total return would be 17.12%,  12.13% and 11.49% for the Social Awareness
Subaccount. For the 1-year period ended December 31, 1996 and the period between
October 1, 1992 (date of  inception)  and December 31, 1996,  respectively,  the
average  annual total  return would be 16.4% and 12.43% for the Emerging  Growth
Subaccount. For the 1-year period ended December 31, 1996 and the period between
June 1, 1995 (date of  inception)  and  December  31,  1996,  respectively,  the
average annual total return would be 12.09% and 11.91% for the Global Aggressive
Bond  Subaccount;  12.62%  and  11.91%  for  the  Specialized  Asset  Allocation
Subaccount;  11.28% and 11.21% for the Managed Asset Allocation Subaccount;  and
18.35%  and  22.12% for the Equity  Income  Subaccount.  For the period  between
August 5, 1996 (date of  inception)  and December 31, 1996,  the average  annual
total return would be 15.68% for the High Yield Subaccount.

     Quotations of total return for any Subaccount of the Separate  Account will
be based on a  hypothetical  investment in an Account over a certain  period and
will be computed by  subtracting  the initial value of the  investment  from the
ending value and dividing the remainder by the initial value of the  investment.
Such  quotations  of total return will reflect the  deduction of all  applicable
charges to the contract and the separate account (on an annual basis) except the
Annual Administration fee and the applicable contingent deferred sales charge.

     For the period  between June 8, 1984 (date of  inception)  and December 31,
1996, the total return for the Growth Series was 506.32%.

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors as

                                       4
<PAGE>

representative  of the  securities  markets in general  or  representative  of a
particular  type of security;  (ii) other variable  annuity  separate  accounts,
insurance  products  funds,  or other  investment  products  tracked  by  Lipper
Analytical  Services, a widely used independent research firm which ranks mutual
funds  and  other  investment  companies  by  overall  performance,   investment
objectives,  and assets,  or tracked by The Variable  Annuity  Research and Data
Service  ("VARDS"),   an  independent  service  which  monitors  and  ranks  the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which an Owner's Contract Value is allocated to a
Subaccount  during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives and policies, characteristics and quality of the Series of the Mutual
Fund in which the Subaccount invests, and the market conditions during the given
time period,  and should not be  considered as a  representation  of what may be
achieved in the future.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts,  insurance  products  funds,  or  other  investment
products  tracked by Lipper  Analytical  Services or by other  rating  services,
companies,  publications,  or other persons who rank separate  accounts or other
investment  products  on overall  performance  or other  criteria,  and (ii) the
effect of a tax-deferred  compounding on a Subaccount's  investment  returns, or
returns in general,  which may be illustrated by graphs,  charts,  or otherwise,
and which may include a  comparison,  at various  points in time,  of the return
from an investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a taxable basis.

                              FINANCIAL STATEMENTS

     The financial statements of Security Benefit at December 31, 1996, and 1995
and for each of the three years in the period ended  December  31,  1996,  along
with the  financial  statements  of the  Separate  Account  for the  year  ended
December  31, 1996,  and the period April 1, 1995 to December 31, 1995,  are set
forth herein, starting on page _____.

     The financial  statements of Security  Benefit,  which are included in this
Statement of Additional Information, should be considered only as bearing on the
ability of the Company to meet its obligations under the Contracts.  They should
not be considered as bearing on the investment performance of the assets held in
the Separate Account.

                                       5
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                              FINANCIAL STATEMENTS

                        Year ended December 31, 1996 and
                          the period from April 1, 1995
                        (inception) to December 31, 1995

                                    CONTENTS

Report of Independent Auditors..........................................    7

Audited Financial Statements

     Balance Sheet......................................................    8
     Statements of Operations and Changes in Net Assets.................   10
     Notes to Financial Statements......................................   12

                                       6
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Contract Owners of Variable Annuity Account VIII and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the accompanying  balance sheet of Variable Annuity Account VIII
(the Company) as of December 31, 1996, and the related  statements of operations
and  changes  in net assets for the year  ended  December  31,  1996 and for the
period from April 1, 1995  (inception)  to December  31, 1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion 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. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  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 opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Variable Annuity Account VIII
at December 31, 1996,  and the results of its  operations and changes in its net
assets for the year ended  December  31,  1996 and for the period  from April 1,
1995  (inception) to December 31, 1995, in conformity  with  generally  accepted
accounting principles.

                                                             Ernst & Young LLP

February 7, 1997

                                       7
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:

  SBL Fund:

    Series A (Growth Series) - 1,304,751 shares at net asset value
      of $24.31 per share (cost, $30,692)............................  $ 31,719

    Series B (Growth-Income Series) - 580,561 shares at net asset
      value of $35.40 per share (cost, $20,771)......................    20,552

    Series C (Money Market Series) - 1,297,710 shares at net asset
      value of $12.56 per share (cost, $16,204)......................    16,299

    Series D (Worldwide Equity Series) - 2,545,572 shares at net
      asset value of $6.14 per share (cost, $15,488).................    15,630

    Series E (High Grade Income Series) - 1,538,241 shares at net
      asset value of $12.00 per share (cost, $18,684)................    18,459

    Series J (Emerging Growth Series) - 585,572 shares at net
      asset value of $18.25 per share (cost, $10,498)................    10,687

    Series K (Global Aggressive Bond Series) - 366,144 shares at
      net asset value of $10.72 per share (cost, $4,032).............     3,925

    Series M (Specialized Asset Allocation Series) - 1,351,411
      shares at net asset value of $12.05 per share (cost, $15,180)..    16,285

    Series N (Managed Asset Allocation Series) - 704,076 shares at
      net asset value of $12.02 per share (cost, $7,861).............     8,463

    Series O (Equity Income Series) - 1,728,336 shares at net
      asset value of $14.01 per share (cost, $21,854)................    24,214

    Series S (Social Awareness Series) - 169,763 shares at net
      asset value of $19.08 per share (cost, $3,169).................     3,239
                                                                       --------
Total assets.........................................................  $169,472
                                                                       =========

                                       8
<PAGE>

NET ASSETS
Net assets are represented by (NOTE 3):

                                                 NUMBER      UNIT
                                                OF UNITS     VALUE     AMOUNT
                                               -------------------------------
   Growth Series:
     Accumulation units......................  1,987,463     $15.96   $31,719

   Growth-Income Series:
     Accumulation units......................  1,388,519      14.80    20,552

   Money Market Series:
     Accumulation units......................  1,520,180      10.72    16,299

   Worldwide Equity Series:
     Accumulation units......................  1,183,160      13.21    15,630

   High Grade Income Series:
     Accumulation units......................  1,631,708      11.31    18,459

   Emerging Growth Series:
     Accumulation units......................    772,390      13.84    10,687

   Global Aggressive Bond Series:
     Accumulation units......................    328,077      11.96     3,925

   Specialized Asset Allocation Series:
     Accumulation units......................  1,361,078      11.96    16,285

   Managed Asset Allocation Series:
     Accumulation units......................    715,033      11.84     8,463

   Equity Income Series:
     Accumulation units......................  1,764,015      13.73    24,214

   Social Awareness Series:
     Accumulation units......................    220,549      14.69     3,239
                                                                     ----------
Total net assets.............................                        $169,472
                                                                     ==========

SEE ACCOMPANYING NOTES.

                                       9
<PAGE>


                          VARIABLE ANNUITY ACCOUNT VIII

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

                          YEAR ENDED DECEMBER 31, 1996
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                   HIGH
                                                                GROWTH-    MONEY      WORLDWIDE    GRADE     EMERGING
                                                      GROWTH    INCOME     MARKET       EQUITY     INCOME     GROWTH
                                                      SERIES    SERIES     SERIES       SERIES     SERIES     SERIES
                                                   ----------------------------------------------------------------
<S>                                                  <C>       <C>        <C>        <C>        <C>       <C>
Dividend distributions..........................        $167      $299       $619       $328       $651       $13  
Expenses (Note 2):
   Mortality and expense risk fee...............        (202)     (144)      (198)      (100)      (110)      (76) 
   Administrative fee...........................         (24)      (17)       (23)       (12)       (13)       (9) 
                                                   ----------------------------------------------------------------
Net investment income (loss)....................         (59)      138        398        216        528       (72) 

Capital gains distributions.....................       1,038     1,447          -        309          -       297  
Realized gain (loss) on investments.............         861       338         62        270       (215)      138  
Unrealized appreciation (depreciation) on
   investments..................................         899      (325)       117        105       (298)      182  
                                                   ----------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments..................................       2,798     1,460        179        684       (513)      617  
                                                   ----------------------------------------------------------------
Net increase in net assets resulting from
   operations...................................       2,739     1,598        577        900         15       545  

Net assets at beginning of year.................       3,825     3,162      2,991      1,441      2,777     1,589  
Variable annuity deposits (Notes 2 and 3).......      36,931    19,038     52,927     16,001     20,763    13,962  
Terminations and withdrawals (Notes 2 and 3)....     (11,776)   (3,246)   (40,196)    (2,712)    (5,096)   (5,409) 
                                                   ----------------------------------------------------------------
Net assets at end of year.......................     $31,719   $20,552    $16,299    $15,630    $18,459   $10,687  
                                                   ================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

<TABLE>
<CAPTION>
                                                               SPECIALIZED    MANAGED
                                                     GLOBAL       ASSET         ASSET      EQUITY    SOCIAL
                                                   AGGRESSIVE   ALLOCATION   ALLOCATION    INCOME   AWARENESS
                                                   OND SERIES     SERIES       SERIES      SERIES    SERIES
                                                   ----------------------------------------------------------
<S>                                                  <C>         <C>          <C>        <C>         <C>
Dividend distributions..........................       $260         $144         $39         $42        $8
Expenses (Note 2):
   Mortality and expense risk fee...............        (30)        (145)        (72)       (189)      (20)
   Administrative fee...........................         (4)         (18)         (8)        (22)       (3)
                                                   ----------------------------------------------------------
Net investment income (loss)....................        226          (19)        (41)       (169)      (15)

Capital gains distributions.....................         44           67           8           3        41
Realized gain (loss) on investments.............        156          285         155         622        78
Unrealized appreciation (depreciation) on
   investments..................................       (114)         998         536       2,141        53
                                                   ----------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments..................................         86        1,350         699       2,766       172
                                                   ----------------------------------------------------------
Net increase in net assets resulting from
   operations...................................        312        1,331         658       2,597       157

Net assets at beginning of year.................        923        5,004       2,468       3,102       467
Variable annuity deposits (Notes 2 and 3).......      4,266       12,169       6,890      21,963     3,033
Terminations and withdrawals (Notes 2 and 3)....     (1,576)      (2,219)     (1,553)     (3,448)     (418)
                                                   ----------------------------------------------------------
Net assets at end of year.......................     $3,925      $16,285      $8,463     $24,214    $3,239
                                                   ==========================================================
</TABLE>
SEE ACCOMPANYING NOTES.

                                       10
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                STATEMENT OF OPERATIONS AND CHANGES IN NET ASSETS

           PERIOD FROM APRIL 1, 1995 (INCEPTION) TO DECEMBER 31, 1995
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                  HIGH
                                                                GROWTH-    MONEY     WORLDWIDE    GRADE    EMERGING
                                                      GROWTH    INCOME     MARKET      EQUITY     INCOME    GROWTH
                                                      SERIES    SERIES     SERIES      SERIES     SERIES    SERIES
                                                   ----------------------------------------------------------------
<S>                                                  <C>        <C>       <C>       <C>         <C>       <C>
Dividend distributions..........................         $8        $18       $55         -         $35        $-    
Expenses (Note 2):
   Mortality and expense risk fee...............        (10)       (10)      (10)       (4)         (7)       (5)   
   Administrative fee...........................         (1)        (1)       (1)       (1)         (1)       (1)   
                                                   -----------------------------------------------------------------
Net investment income (loss)....................         (3)         7        44        (5)         27        (6)   

Capital gains distributions.....................         34          -         -         6           -         -    
Realized gain (loss) on investments.............         49         55       (33)       15          (4)       35    
Unrealized appreciation (depreciation) on
   investments..................................        128        106       (22)       37          73         7    
                                                   -----------------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments..................................        211        161       (55)       58          69        42    
                                                   -----------------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations..............................        208        168       (11)       53          96        36    

Net assets at beginning of period...............          -          -         -         -           -         -    
Variable annuity deposits (Notes 2 and 3).......      3,949      3,079     5,045     1,419       2,894     1,769    
Terminations and withdrawals (Notes 2 and 3)....       (332)       (85)   (2,043)      (31)       (213)     (216)   
                                                   -----------------------------------------------------------------
Net assets at end of period.....................     $3,825     $3,162    $2,991    $1,441      $2,777    $1,589    
                                                   =================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

<TABLE>
<CAPTION>
                                                               SPECIALIZED    MANAGED
                                                     GLOBAL       ASSET        ASSET       EQUITY    SOCIAL
                                                   AGGRESSIVE   ALLOCATION   ALLOCATION    INCOME   AWARENESS
                                                   OND SERIES     SERIES       SERIES      SERIES    SERIES
                                                   ----------------------------------------------------------
<S>                                                  <C>        <C>         <C>          <C>        <C>
Dividend distributions..........................      $42           $-          $-           $-       $1
Expenses (Note 2):
   Mortality and expense risk fee...............       (4)         (20)         (7)         (11)      (2)
   Administrative fee...........................       (1)          (2)         (1)          (1)       -
                                                   ---------------------------------------------------------
Net investment income (loss)....................       37          (22)         (8)         (12)      (1)

Capital gains distributions.....................        4            -           -            -        -
Realized gain (loss) on investments.............        1           92          14           48       16
Unrealized appreciation (depreciation) on
   investments..................................        7          107          66          219       17
                                                   ---------------------------------------------------------
Net realized and unrealized gain (loss) on
   investments..................................       12          199          80          267       33
                                                   ---------------------------------------------------------
Net increase (decrease) in net assets resulting
   from operations..............................       49          177          72          255       32

Net assets at beginning of period...............        -            -           -            -        -
Variable annuity deposits (Notes 2 and 3).......      887        5,116       2,556        2,966      436
Terminations and withdrawals (Notes 2 and 3)....      (13)        (289)       (160)        (119)      (1)
                                                   ---------------------------------------------------------
Net assets at end of period.....................     $923       $5,004      $2,468       $3,102     $467
                                                   =========================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       11

<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Variable  Annuity  Account VIII (the Account) is a separate  account of Security
Benefit  Life  Insurance  Company  (SBL).  The Account is  registered  as a unit
investment trust under the Investment Company Act of 1940, as amended.  Deposits
received  by the  Account  are  invested  in the SBL  Fund,  a  mutual  fund not
otherwise available to the public. As directed by the owners,  amounts deposited
may be  invested  in shares of Series A (Growth  Series -  emphasis  on  capital
appreciation),  Series B (Growth-Income  Series emphasis on capital appreciation
with secondary emphasis on income),  Series C (Money Market Series - emphasis on
capital  preservation  while generating  interest  income),  Series D (Worldwide
Equity  Series - emphasis on long-term  capital  growth  through  investment  in
foreign and domestic common stocks and equivalents), Series E (High Grade Income
Series - emphasis  on current  income  with  security  of  principal),  Series J
(Emerging  Growth Series - emphasis on capital  appreciation),  Series K (Global
Aggressive Bond Series - emphasis on high current income with secondary emphasis
on  capital  appreciation),  Series M  (Specialized  Asset  Allocation  Series -
emphasis on high total return  consisting  of capital  appreciation  and current
income),  Series N (Managed Asset Allocation  Series - emphasis on high level of
total return), Series O (Equity Income Series - emphasis on substantial dividend
income  and  capital  appreciation)  and  Series S  (Social  Awareness  Series -
emphasis on high total return).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management  Company,  LLC (SMC),
which is owned 50% by SBL and 50% by  Security  Benefit  Group,  Inc.  (SBG),  a
wholly-owned subsidiary of SBL. SMC has engaged Lexington Management Corporation
to provide  sub-advisory  services for the  Worldwide  Equity  Series and Global
Aggressive Bond Series and has engaged T. Rowe Price Associates, Inc. to provide
sub-advisory  services for the Managed  Asset  Allocation  Series and the Equity
Income Series. SMC has also entered into agreements with Templeton  Quantitative
Advisors, Inc. and Meridian Investment Management Corporation to provide certain
quantitative  research services with respect to the Specialized Asset Allocation
Series.

INVESTMENT VALUATION

Investments  in mutual fund  shares are  carried in the balance  sheet at market
value (net asset value of the underlying  mutual fund). The first-in,  first-out
cost method is used to determine  gains and losses.  Security  transactions  are
accounted for on the trade date.

                                       12
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The cost of  investments  purchased and proceeds from  investments  sold were as
follows:

<TABLE>
<CAPTION>
                                                                                           PERIOD FROM
                                                                                          APRIL 1, 1995
                                                          YEAR ENDED                      (INCEPTION) TO
                                                       DECEMBER 31, 1996                DECEMBER 31, 1995
                                               --------------------------------------------------------------------
                                                     COST OF        PROCEEDS         COST OF          PROCEEDS
                                                    PURCHASES      FROM SALES       PURCHASES        FROM SALES
                                               --------------------------------------------------------------------
                                                                         (IN THOUSANDS)

<S>                                                  <C>             <C>              <C>              <C>   
Growth Series..................................      $40,767         $14,633          $4,914           $1,266
Growth-Income Series...........................       22,294           4,917           3,964              963
Money Market Series............................       57,357          44,228           5,704            2,658
Worldwide Equity Series........................       17,845           4,031           1,854              465
High Grade Income Series.......................       23,119           6,924           3,733            1,025
Emerging Growth Series.........................       15,884           7,106           2,237              690
Global Aggressive Bond Series..................        5,138           2,178             936               21
Specialized Asset Allocation Series............       13,727           3,729           8,733            3,928
Managed Asset Allocation Series................        7,768           2,464           2,963              575
Equity Income Series...........................       23,567           5,218           3,264              429
Social Awareness Series........................        3,333             692             549              115
</TABLE>

SBG's  investment in the subaccounts  represented the following  number of units
and contract value of Variable  Annuity Account VIII contracts owned at December
31, 1996 (DOLLARS IN THOUSANDS):

                                                    NUMBER     CONTRACT
                                                   OF UNITS     VALUE
                                             ----------------------------

Global Aggressive Bond Series................       50,000       $598
Managed Asset Allocation Series..............       40,000        474

ANNUITY RESERVES

As of December 31, 1996,  annuity  reserves  have not been  established  because
there are no  contracts  that have  matured  and are in the payout  stage.  Such
reserves  would be computed on the basis of  published  mortality  tables  using
assumed interest rates that will provide reserves as prescribed by law. In cases
where  the  payout  option  selected  is  life   contingent,   SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

                                       13
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REINVESTMENT OF DIVIDENDS

Dividend and capital gains  distributions paid by the mutual fund to the Account
are reinvested in additional shares of each respective  Series.  Dividend income
and capital gains distributions are recorded as income on the ex-dividend date.

FEDERAL INCOME TAXES

Under  current  law, no federal  income  taxes are payable  with  respect to the
Account.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an  administrative  fee equivalent to an annual rate of 0.15% of the
average  daily net asset value of each  account.  Mortality  and  expense  risks
assumed by SBL are  compensated  for by a fee  equivalent  to an annual  rate of
1.25%  of the  asset  value of each  contract,  of  which  0.7% is for  assuming
mortality risks and the remainder is for assuming expense risks.

When  applicable,  an amount for state  premium taxes is deducted as provided by
pertinent  state  law,  either  from the  purchase  payments  or from the amount
applied to effect an annuity at the time annuity payments commence.

                                       14
<PAGE>

                          VARIABLE ANNUITY ACCOUNT VIII

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 1996 and 1995


3.  SUMMARY OF UNIT TRANSACTIONS

                                                           UNITS
                                            ------------------------------------
                                                                  PERIOD FROM
                                                                 APRIL 1, 1995
                                               YEAR ENDED       (INCEPTION) TO
                                            DECEMBER 31, 1996  DECEMBER 31, 1995
                                            ------------------------------------
                                                         (IN THOUSANDS)
Growth Series:
   Variable annuity deposits..................    2,499               316
   Terminations and withdrawals...............      802                26
Growth-Income Series:
   Variable annuity deposits..................    1,372               256
   Terminations and withdrawals...............      232                 7
Money Market Series:
   Variable annuity deposits..................    5,023               491
   Terminations and withdrawals...............    3,792               202
Worldwide Equity Series:
   Variable annuity deposits..................    1,273               129
   Terminations and withdrawals...............      216                 3
High Grade Income Series:
   Variable annuity deposits..................    1,846               259
   Terminations and withdrawals...............      454                19
Emerging Growth Series:
   Variable annuity deposits..................    1,048               151
   Terminations and withdrawals...............      410                18
Global Aggressive Bond Series:
   Variable annuity deposits..................      380                88
   Terminations and withdrawals...............      138                 1
Specialized Asset Allocation Series:
   Variable annuity deposits..................    1,089               782
   Terminations and withdrawals...............      199               310
Managed Asset Allocation Series:
   Variable annuity deposits..................      625               247
   Terminations and withdrawals...............      142                16
Equity Income Series:
   Variable annuity deposits..................    1,772               278
   Terminations and withdrawals...............      275                11
Social Awareness Series:
   Variable annuity deposits..................      215                37
   Terminations and withdrawals...............       32                 -

                                       15
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

Report of Independent Auditors...........................................   17

Audited Consolidated Financial Statements
     Consolidated Balance Sheets.........................................   18
     Consolidated Statements of Income...................................   20
     Consolidated Statements of Changes in Equity........................   21
     Consolidated Statements of Cash Flows...............................   22
     Notes to Consolidated Financial Statements..........................   24

                                       16
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Security Benefit Life Insurance Company

We have audited the accompanying consolidated balance sheets of Security Benefit
Life Insurance  Company and  Subsidiaries  (the Company) as of December 31, 1996
and 1995, and the related consolidated  statements of income,  changes in equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion 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 opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Security Benefit
Life Insurance  Company and  Subsidiaries  at December 31, 1996 and 1995 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity  with generally
accepted accounting principles.

As discussed in NOTE 1 to the consolidated  financial  statements,  in 1996, the
Company adopted certain  accounting  changes to conform with generally  accepted
accounting  principles for mutual life insurance  enterprises and  retroactively
restated  the  1994 and 1995  financial  statements  for the  change.  Also,  as
discussed  in  NOTE 1 to the  consolidated  financial  statements,  the  Company
changed its method of accounting for debt securities as of January 1, 1994.

                                                             Ernst & Young LLP

February 7, 1997

                                       17
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                             DECEMBER 31
                                                        1996             1995*
                                                    ----------------------------
                                                            (IN THOUSANDS)
ASSETS
Investments:
   Securities available-for-sale, at
   fair value (NOTES 2 AND 9):
     Fixed maturities..............................   $1,805,066    $1,778,370
     Equity securities ............................       89,188        21,880
   Fixed maturities held-to-maturity, at
   amortized cost (NOTE 2).........................      528,045       536,137
   Mortgage loans..................................       66,611        74,342
   Real estate.....................................        4,000         5,864
   Policy loans....................................      106,822       100,452
   Short-term investments..........................            -           992
   Cash and cash equivalents.......................        8,310        16,788
   Other invested assets...........................       40,531        37,769
                                                    ---------------------------
Total investments..................................    2,648,573     2,572,594

Premiums deferred and uncollected..................          149           574
Accrued investment income..........................       32,161        30,623
Accounts receivable................................        4,256         3,064
Reinsurance recoverable (NOTE 4)...................       92,197        78,877
Notes receivable...................................          110           147
Property and equipment, net........................       18,592        18,884
Deferred policy acquisition costs (NOTE 1).........      216,918       186,940
Other assets.......................................       24,680        36,221
Separate account assets (NOTE 10)..................    2,802,927     2,065,306
                                                    ---------------------------
                                                      $5,840,563    $4,993,230
                                                    ===========================

                                       18
<PAGE>

                                                             DECEMBER 31
                                                          1996          1995*
                                                       -------------------------
                                                            (IN THOUSANDS)
LIABILITIES AND EQUITY
Liabilities:
   Policy reserves and annuity account values........  $2,497,998    $2,495,113
   Policy and contract claims........................      10,607        10,571
   Other policyholder funds..........................      24,073        21,305
   Accounts payable and accrued expenses.............      18,003        13,609
   Income taxes payable (NOTE 5):
     Current.........................................       6,686        10,371
     Deferred........................................      54,847        53,659
   Long-term debt (NOTE 8)...........................      65,000             -
   Other liabilities.................................      11,990        11,619
   Separate account liabilities......................   2,793,911     2,051,292
                                                       -------------------------
Total liabilities....................................   5,483,115     4,667,539



Equity:
   Retained earnings.................................     357,927       314,084
   Unrealized appreciation (depreciation)
     of securities available-for-sale, net...........        (479)       11,607
                                                     ---------------------------
Total equity.........................................     357,448       325,691
                                                     ---------------------------
                                                       $5,840,563    $4,993,230
                                                     ===========================

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       19
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                  <C>               <C>              <C>
Revenues:
   Insurance premiums and other considerations...........            $28,848           $49,608          $55,148
   Net investment income.................................            192,636           179,940          166,857
   Asset based fees......................................             55,977            40,652           33,809
   Other product charges.................................             10,470            10,412            7,335
   Realized gains (losses) on investments................               (244)            3,876              134
   Other revenues........................................             20,033            22,164           27,241
                                                              ------------------------------------------------------
Total revenues...........................................            307,720           306,652          290,524

Benefits and expenses:
   Annuity and interest sensitive life benefits:
     Interest credited to account balances...............            108,705           113,700          103,087
     Benefit claims in excess of account balances........              7,541             6,808            7,145
   Traditional life insurance benefits...................              6,474             7,460            6,203
   Supplementary contract payments.......................             11,121            11,508           11,286
   Increase in traditional life reserves.................              8,580            13,212           12,977
   Dividends to policyholders............................              2,374             2,499            2,669
   Other benefits........................................             20,790            22,379           29,924
                                                              ------------------------------------------------------
Total benefits...........................................            165,585           177,566          173,291

Commissions and other operating expenses.................             45,539            46,233           39,998
Amortization of deferred policy acquisition costs........             25,930            26,628           24,674
Other expenses...........................................              1,667             1,099              785
Interest expense.........................................              4,285                 7              630
                                                              ------------------------------------------------------
Total benefits and expenses..............................            243,006           251,533          239,378
                                                              ------------------------------------------------------

Income before income taxes...............................             64,714            55,119           51,146
Income taxes (NOTE 5)....................................             20,871            17,927           17,129
                                                              ------------------------------------------------------
Net income...............................................            $43,843           $37,192          $34,017
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       20
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>               <C>              <C>
Retained earnings:
   Beginning of year, as previously reported.............           $207,669          $150,726         $128,785
   Cumulative effect of change in accounting principle...            106,415           126,166          114,090
                                                              ------------------------------------------------------
   Beginning of year, as restated........................            314,084           276,892          242,875
   Net income............................................             43,843            37,192           34,017
                                                              ------------------------------------------------------
   End of year...........................................            357,927           314,084          276,892

Unrealized appreciation (depreciation)
  of securities available-for-sale, net:
     Beginning of year...................................             11,607           (48,466)         (10,034)
     Cumulative effect of change in accounting principle
       (NOTE 1)..........................................                  -                 -           10,733
     Change in unrealized appreciation (depreciation) of
       securities available-for-sale, net................            (12,086)           60,073          (49,165)
                                                              ------------------------------------------------------
     End of year.........................................               (479)           11,607          (48,466)
                                                              ------------------------------------------------------
Total equity.............................................           $357,448          $325,691         $228,426
                                                              ======================================================
</TABLE>

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       21
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996               1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>                <C>             <C>
OPERATING ACTIVITIES
Net income...............................................              $43,843          $37,192           $34,017
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Annuity and interest sensitive life products:
       Interest credited to account balances.............              108,705          113,700           103,087
       Charges for mortality and administration..........              (13,115)         (16,585)          (17,000)
     Decrease (increase) in traditional life policy
       reserves..........................................               10,697            2,142            (5,950)
     Increase in accrued investment income...............               (1,538)          (4,573)             (567)
     Policy acquisition costs deferred...................              (36,865)         (33,021)          (38,737)
     Policy acquisition costs amortized..................               25,930           26,628            24,674
     Accrual of discounts on investments.................               (3,905)          (3,421)           (3,588)
     Amortization of premiums on investments.............               11,284            9,782            15,726
     Provision for depreciation and amortization.........                3,748            3,750             3,201
     Other...............................................               (3,379)          (4,225)            2,511
                                                              ------------------------------------------------------
Net cash provided by operating activities................              145,405          131,369           117,374

INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale...................              870,240          517,480           318,252
   Fixed maturities held-to-maturity.....................               58,874           59,873           147,043
   Equity securities available-for-sale..................                8,857           10,242             3,830
   Mortgage loans........................................               12,545           23,248            21,096
   Real estate...........................................                2,935            3,173             2,782
   Short-term investments................................               20,069          229,871           834,082
   Other invested assets.................................                6,224           22,839             6,748
                                                              ------------------------------------------------------
                                                                       979,744          866,726         1,333,833
Acquisition of investments:
   Fixed maturities available-for-sale...................             (936,376)        (591,121)         (552,433)
   Fixed maturities held-to-maturity.....................              (52,422)        (125,276)          (56,398)
   Equity securities available-for-sale..................              (68,222)         (19,500)           (4,627)
   Mortgage loans........................................               (4,538)          (4,179)          (34,260)
   Real estate...........................................               (2,637)          (1,511)             (554)
   Short-term investments................................              (19,070)        (180,259)         (854,833)
   Other invested assets.................................               (3,712)         (31,861)          (18,581)
                                                              ------------------------------------------------------
                                                                    (1,086,977)        (953,707)       (1,521,686)
</TABLE>

                                       22

<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*              1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                   <C>              <C>               <C>
INVESTING ACTIVITIES (CONTINUED)
Other investing activities:
   Purchase of property and equipment....................              $(1,879)         $(2,036)          $(2,932)
   Net increase in policy loans..........................               (6,370)          (8,058)           (5,569)
   Net cash transferred per coinsurance agreement........                    -          (16,295)                -
                                                              ------------------------------------------------------
Net cash used in investing activities....................             (115,482)        (113,370)         (196,354)

FINANCING ACTIVITIES
Issuance of long-term debt...............................               65,000                -                 -
Annuity and interest sensitive life products:
   Deposits credited to account balances.................              705,118          509,183           553,542
   Withdrawals from account balances.....................             (808,519)        (526,509)         (466,760)
                                                              ------------------------------------------------------
Net cash provided by (used in) financing activities......              (38,401)         (17,326)           86,782
                                                              ------------------------------------------------------
Increase (decrease) in cash and cash equivalents.........               (8,478)             673             7,802
Cash and cash equivalents at beginning of year...........               16,788           16,115             8,313
                                                              ------------------------------------------------------
Cash and cash equivalents at end of year.................               $8,310          $16,788           $16,115
                                                              ======================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest..............................................               $2,966             $120              $157
                                                              ======================================================
   Income taxes..........................................              $16,213          $11,551           $14,634
                                                              ======================================================
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........                 $844               $-            $2,350
                                                              ======================================================
</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23

<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security   Benefit   Life   Insurance   Company   (SBL  or  the  Company)  is  a
Kansas-domiciled  mutual life insurance  company whose insurance  operations are
licensed  to  sell  insurance  products  in 50  states.  The  Company  offers  a
diversified  portfolio of  individual  and group  annuities,  ordinary  life and
mutual fund products through multiple  distribution  channels.  In recent years,
the Company's new business activities have increasingly been concentrated in the
individual flexible premium variable annuity markets.

BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements have been prepared on the
basis of generally accepted  accounting  principles  (GAAP).  Prior to 1996, the
Company  prepared  its  financial   statements  in  conformity  with  accounting
practices  prescribed  or permitted by the Kansas  Insurance  Department,  which
practices were  considered  GAAP for mutual life  insurance  companies and their
stock life insurance  subsidiaries.  Financial Accounting Standards Board (FASB)
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles to Mutual Life Insurance and Other Enterprises," as amended, which is
effective for 1996 annual financial statements and thereafter, no longer permits
statutory-basis  financial  statements  to be  described  as being  prepared  in
conformity  with GAAP.  Accordingly,  the Company has  adopted  GAAP,  including
Statement of Financial  Accounting  Standards  (SFAS) No. 120,  "Accounting  and
Reporting by Mutual Life Insurance  Enterprises and by Insurance Enterprises for
Certain Long-Duration  Participating Contracts," and Statement of Position 95-1,
"Accounting   for  Certain   Insurance   Activities  of  Mutual  Life  Insurance
Enterprises,"  which address the accounting for long-duration and short-duration
insurance and reinsurance contracts, including all participating business.

Pursuant to the requirements of FASB Interpretation No. 40 and SFAS No. 120, the
effect of the changes in  accounting  have been applied  retroactively,  and the
previously issued 1995 and 1994 financial  statements have been restated for the
change.  The effect of the changes  applicable to years prior to January 1, 1994
has been  presented as a restatement  of retained  earnings as of that date. The
adoption  had the effect of  increasing  net  income for 1996,  1995 and 1994 by
approximately $5,897,000, $8,436,000 and $6,663,000, respectively.

The  consolidated  financial  statements  include the operations and accounts of
Security  Benefit  Life  Insurance   Company  and  the  following   wholly-owned
subsidiaries:   Security  Benefit  Group,  Inc.,  First  Security  Benefit  Life
Insurance and Annuity Company of New York,  Security  Management

                                       24
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Company, LLC, Security Distributors, Inc., Security Benefit Academy, Inc., First
Advantage  Insurance Agency,  Inc. and Creative  Impressions,  Inc.  Significant
intercompany transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial  statements  requires  management to make estimates
and  assumptions  that affect amounts  reported in the financial  statements and
accompanying notes. Actual results could differ from those estimates.

ACCOUNTING CHANGE

Prior to January 1, 1994, fixed  maturities were reported at cost,  adjusted for
amortization  of premiums and accrual of discounts.  Effective  January 1, 1994,
the Company adopted SFAS No. 115,  "Accounting  for Certain  Investments in Debt
and Equity  Securities."  SFAS No. 115 requires that fixed  maturities are to be
classified as either  held-to-maturity,  trading or  available-for-sale.  Equity
securities  are to be classified as either  available-for-sale  or trading.  The
adoption  had no effect on net income and  resulted  in an increase in equity at
January 1, 1994 of  $10,733,000,  net of the related  effect of deferred  policy
acquisition costs and deferred income taxes.

INVESTMENTS

Fixed   maturities   have  been   classified  as  either   held-to-maturity   or
available-for-sale. Fixed maturities are classified as held-to-maturity when the
Company has the positive  intent and ability to hold the securities to maturity.
Held-to-maturity   securities  are  stated  at  amortized  cost,   adjusted  for
amortization of premiums and accrual of discounts. Such amortization and accrual
on these  securities  are included in investment  income.  Fixed  maturities not
classified   as   held-to-maturity   are   classified   as   available-for-sale.
Available-for-sale fixed maturities are stated at fair value with the unrealized
appreciation or depreciation,  net of adjustment of deferred policy  acquisition
costs and deferred income taxes, reported in a separate component of equity and,
accordingly,  have no effect on net income.  The DPAC offsets to the  unrealized
appreciation or depreciation  represent valuation adjustments or restatements of
DPAC that would have been required as a charge or credit to operations  had such
unrealized  amounts  been  realized.  The  amortized  cost of  fixed  maturities
classified as  available-for-sale  is adjusted for  amortization of premiums and
accrual of discounts.  Premiums and discounts are recognized  over the estimated
lives of the assets adjusted for prepayment activity.

Equity  securities  consisting of common stocks,  mutual funds and nonredeemable
preferred  stock are carried at fair value and are reported in  accordance  with
SFAS No. 115.  Mortgage loans and short-term  investments  are reported at cost,
adjusted  for  amortization  of premiums and accrual of

                                       25
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

discounts.  Real estate investments are carried at the lower of depreciated cost
or estimated  realizable  value.  Policy loans are reported at unpaid principal.
Investments  accounted  for by the equity  method  include  investments  in, and
advances to, various joint ventures and partnerships.  Realized gains and losses
on  sales  of   investments   are   recognized   in  revenues  on  the  specific
identification method.

The carrying amounts of all the Company's investments are reviewed on an ongoing
basis. If this review  indicates a decline in value that is other than temporary
for any investment,  the amortized cost of the investment is reduced to its fair
value.  Such  reductions in carrying amount are recognized as realized losses in
the determination of net income.

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest rate  fluctuations  to the extent that there is a difference
between the amount of the Company's interest-earning assets and interest-bearing
liabilities that reprice or mature in specified periods. The principal objective
of the Company's  asset-liability  management  activities is to provide  maximum
levels of net interest income while  maintaining  acceptable  levels of interest
rate and liquidity risk and  facilitating  the funding needs of the Company.  To
achieve that  objective,  the Company uses  financial  futures  instruments  and
interest rate exchange  agreements.  Financial futures contracts are commitments
to either purchase or sell a financial  instrument at a specific future date for
a  specified  price  and  may be  settled  in cash or  through  delivery  of the
financial  instrument.  Interest rate exchange agreements  generally involve the
exchange of fixed and floating rate interest payments without an exchange of the
underlying principal.

Interest  rate  exchange  agreements  are  used to  convert  the  interest  rate
characteristics (fixed or variable) of certain investments to match those of the
related  insurance  liabilities  that the investments  are  supporting.  The net
interest  effect of such swap  transactions  is  reported  as an  adjustment  of
interest income as incurred.

Gains and losses on those instruments are included in the carrying amount of the
underlying hedged investments,  or anticipated investment transactions,  and are
amortized over the remaining  lives of the hedged  investments as adjustments to
investment  income.  Any  unamortized  gains or losses are  recognized  when the
underlying investments are sold.

DEFERRED POLICY ACQUISITION COSTS

To the  extent  recoverable  from  future  policy  revenues  and gross  profits,
commissions and other policy-issue, underwriting and marketing costs incurred to
acquire  or  renew  traditional  life  insurance,  interest  sensitive  life and
deferred  annuity  business  that vary  with and are  primarily  related  to the
production of new and renewal business have been deferred.

                                       26
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Traditional life insurance deferred policy acquisition costs are being amortized
in proportion to premium revenues over the premium-paying  period of the related
policies  using  assumptions  consistent  with  those used in  computing  policy
benefit reserves.

For interest  sensitive  life and deferred  annuity  business,  deferred  policy
acquisition  costs are amortized in proportion to the present value  (discounted
at the crediting rate) of expected gross profits from investment,  mortality and
expense margins. That amortization is adjusted retrospectively when estimates of
current or future  gross  profits to be realized  from a group of  products  are
revised.

CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers  certificates
of deposits with original maturities of 90 days or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment,  including real estate, furniture and fixtures, and data
processing hardware and related systems,  are recorded at cost, less accumulated
depreciation.  The  provision  for  depreciation  of property  and  equipment is
computed using the straight-line  method over the estimated lives of the related
assets.

SEPARATE ACCOUNTS

The separate account assets and liabilities reported in the accompanying balance
sheets  represent  funds that are  separately  administered  for the  benefit of
contractholders  who bear the investment  risk. The separate  account assets and
liabilities are carried at fair value. Revenues and expenses related to separate
account  assets and  liabilities,  to the extent of benefits paid or provided to
the separate account contractholders,  are excluded from the amounts reported in
the  consolidated  statements of income.  Investment  income and gains or losses
arising from separate accounts accrue directly to the  contractholders  and are,
therefore, not included in investment earnings in the accompanying statements of
income.  Revenues to the Company from separate  accounts consist  principally of
contract  maintenance  charges,  administrative  fees, and mortality and expense
risk charges.

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

The liabilities for future policy benefits for traditional  life and reinsurance
products are computed using a net level premium method, including assumptions as
to  investment  yields,  mortality,  withdrawals,  and  other  assumptions  that
approximate expected experience.

                                       27
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Liabilities for future policy benefits for interest  sensitive life and deferred
annuity products  represent  accumulated  contract values without  reduction for
potential  surrender  charges and deferred  front-end  contract charges that are
amortized over the life of the policy.  Interest on accumulated  contract values
is credited to  contracts as earned.  Crediting  rates ranged from 3.5% to 7.25%
during 1996, 4.0% to 7.75% during 1995, and 4.5% to 7.75% during 1994.

INCOME TAXES

Income taxes have been provided  using the liability  method in accordance  with
SFAS No. 109,  "Accounting  for Income  Taxes." Under that method,  deferred tax
assets and liabilities are determined based on differences between the financial
reporting and income tax bases of assets and  liabilities and are measured using
the  enacted  tax  rates and laws.  Deferred  income  tax  expenses  or  credits
reflected  in the  Company's  statements  of income are based on the  changes in
deferred tax assets or liabilities from period to period (excluding the SFAS No.
115 adjustment, which is charged or credited directly to equity).

RECOGNITION OF REVENUES

Traditional  life insurance  products  include whole life  insurance,  term life
insurance and certain  annuities.  Premiums for these  traditional  products are
recognized as revenues when due. Revenues from interest sensitive life insurance
products  and  deferred  annuities  consist  of policy  charges  for the cost of
insurance,  policy administration charges and surrender charges assessed against
contractholder account balances during the period.

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,  certificates  of deposits and short-term  investments:  The carrying
     amounts  reported in the balance  sheet for these  instruments  approximate
     their fair values.

     Investment securities: Fair values for fixed maturities are based on quoted
     market prices,  where available.  For fixed maturities not actively traded,
     fair values are estimated  using values obtained from  independent  pricing
     services or estimated  by  discounting  expected  future cash flows using a
     current market rate applicable to the yield, credit quality and maturity of
     the investments.  The fair values for equity securities are based on quoted
     market prices.

     Mortgage loans and policy loans:  Fair values for mortgage loans and policy
     loans are estimated  using  discounted cash flow analyses based on interest
     rates  currently  being offered

                                       28
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     for similar  loans to borrowers  with similar  credit  ratings.  Loans with
     similar characteristics are aggregated for purposes of the calculations.

     Investment-type  contracts: Fair values for the Company's liabilities under
     investment-type  insurance  contracts  are estimated  using the  assumption
     reinsurance  method,  whereby the amount of  statutory  profit the assuming
     company  would realize from the business is  calculated.  Those amounts are
     then  discounted at a rate of return  commensurate  with the rate presently
     offered by the Company on similar contracts.

     Long-term  debt:  Fair  values  for  long-term  debt  are  estimated  using
     discounted  cash flow analyses based on current  borrowing  rates available
     for similar types of borrowing arrangements.

2.  INVESTMENTS

Information as to the amortized cost,  gross  unrealized  gains and losses,  and
fair values of the Company's portfolio of fixed maturities and equity securities
at December 31, 1996 and 1995 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   -----------------------------------------------------------------
Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================
Equity securities................................         $86,991         $2,422           $225           $89,188
                                                   =================================================================
</TABLE>

                                       29
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1996
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                      <C>              <C>            <C>             <C>
HELD-TO-MATURITY
Obligations of states and political subdivisions.         $81,791           $463         $1,036           $81,218
Special revenue and assessment...................             420              -              -               420
Corporate securities.............................         128,487          2,003          1,830           128,660
Mortgage-backed securities.......................         264,155          2,121          1,347           264,929
Asset-backed securities..........................          53,192            382             97            53,477
                                                   -----------------------------------------------------------------
Total fixed maturities...........................        $528,045         $4,969         $4,310          $528,704
                                                   =================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1995
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED    UNREALIZED       UNREALIZED
                                                          COST          GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........          $5,746           $522             $-            $6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================
Equity securities................................         $21,278           $687            $85           $21,880
                                                   =================================================================

HELD-TO-MATURITY
Obligations of states and political subdivisions.         $67,160         $1,221             $-           $68,381
Special revenue and assessment...................             870              -              -               870
Corporate securities.............................         163,032          6,426             43           169,415
Mortgage-backed securities.......................         305,075          5,539              4           310,610
                                                   -----------------------------------------------------------------
Totals...........................................        $536,137        $13,186            $47          $549,276
                                                   =================================================================
</TABLE>

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994, respectively; the

                                       30
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

corresponding  amounts for equity  securities  were  $1,595,000,  $1,034,000 and
$(1,702,000) during 1996, 1995 and 1994, respectively.

The amortized  cost and fair value of fixed  maturities 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.

<TABLE>
<CAPTION>
                                                           AVAILABLE-FOR-SALE                HELD-TO-MATURITY
                                                 -------------------------------------------------------------------
                                                        AMORTIZED                       AMORTIZED
                                                          COST           FAIR VALUE       COST         FAIR VALUE
                                                 -------------------------------------------------------------------
                                                                                (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>             <C>     
Due in one year or less........................          $17,711          $17,764           $320            $320
Due after one year through five years..........          197,414          197,267         12,184          12,240
Due after five years through 10 years..........          469,394          471,099         47,804          48,193
Due after 10 years.............................          376,063          368,198        150,390         149,545
Mortgage-backed securities.....................          627,875          627,658        264,155         264,929
Asset-backed securities........................          122,523          123,080         53,192          53,477
                                                 -------------------------------------------------------------------
                                                      $1,810,980       $1,805,066       $528,045        $528,704
                                                 ===================================================================
</TABLE>

Late in 1995, the FASB issued a special report,  "A Guide to  Implementation  of
Statement  115  on  Accounting  for  Certain  Investments  in  Debt  and  Equity
Securities."  This report provided  companies with an opportunity for a one-time
reassessment and  reclassification of securities as of a single measurement date
without  tainting  the  held-to-maturity  debt  securities  classification.   On
December 8, 1995, the Company reclassified  securities with an amortized cost of
$202,417,000 from held-to-maturity to available-for-sale.  The transfer resulted
in an increase to unrealized gains on securities of approximately $2,162,000 net
of related adjustments for deferred policy acquisition costs and deferred income
taxes.

The Company  did not hold any  investments  that  individually  exceeded  10% of
equity at  December  31,  1996  except  for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

                                       31
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

                                            1996        1995         1994
                                          --------------------------------
                                                   (IN THOUSANDS)

Interest on fixed maturities.............  $174,592   $165,684    $154,739
Dividends on equity securities...........     5,817      1,309         712
Interest on mortgage loans...............     6,680      7,876       7,746
Real estate income.......................       781      1,287       1,326
Interest on policy loans.................     6,372      5,927       5,462
Interest on short-term investments.......     1,487      2,625       2,272
Other....................................     3,418      1,453         525
                                          --------------------------------
Total investment income..................   199,147    186,161     172,782
Investment expenses......................     6,511      6,221       5,925
                                          --------------------------------
Net investment income....................  $192,636   $179,940    $166,857
                                          ================================

Proceeds  from sales of fixed  maturities  and  equity  securities  and  related
realized gains and losses, including valuation adjustments, are as follows:

                                        1996            1995           1994
                                     -------------------------------------------
                                                   (IN THOUSANDS)

Proceeds from sales...............    $393,189        $310,590      $128,533
Gross realized gains..............       9,407           5,901         5,814
Gross realized losses.............       9,723           3,361         4,889

The composition of the Company's portfolio of fixed maturities by quality rating
at December 31, 1996 is as follows:

    QUALITY RATING                CARRYING AMOUNT                  %
- -------------------------    -------------------------    --------------------
                                  (IN THOUSANDS)

AAA......................           $1,199,762                    51.4%
AA.......................              158,785                     6.8
A........................              361,008                    15.5
BBB......................              416,589                    17.9
Noninvestment grade......              196,967                     8.4
                                    ----------                   ------       
                                    $2,333,111                   100.0%
                                    ==========                   ======

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern 

                                       32
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

and southwestern United States with the largest outstanding balances at December
31, 1996 being in the states of Kansas (34%), Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

                                            1996          1995         1994
                                        --------------------------------------
                                                    (IN THOUSANDS)

Fixed maturities......................    $(1,329)       $1,805        $397
Equity securities.....................      1,013           735         528
Other.................................         72         1,336        (791)
                                        --------------------------------------
Total realized gains (losses).........      $(244)       $3,876        $134
                                        ======================================

Deferred  losses totaling $2.2 million and $3.9 million at December 31, 1996 and
1995, respectively,  resulting from terminated and expired futures contracts are
included in fixed  maturities  and will be  amortized  as an  adjustment  to net
investment  income.  The  notional  amount  of  outstanding  agreements  to sell
securities  was $79  million at December  31,  1995.  There were no  outstanding
agreements at December 31, 1996.

For interest rate exchange agreements,  one agreement was terminated during 1996
resulting  in a  deferred  gain of $1.1  million.  The  notional  amount  of the
remaining outstanding  agreements was $30 million at December 31, 1996. Also, as
of December 31, 1996, these  agreements have maturities  ranging from March 1997
to May 2005. Under these  agreements,  the Company receives variable rates based
on the one- and  three-month  LIBOR and pays fixed rates  ranging from 6.875% to
7.215%.

3.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  highest
average  compensation over a period of five consecutive years during the last 10
years of service.  The Company's policy has been to contribute funds to the plan
in amounts  required to maintain  sufficient  plan assets to provide for accrued
benefits.  In applying this general policy, the Company  considers,  among other
factors,  the  recommendations  of its  independent  consulting  actuaries,  the
requirements of federal pension law and the limitations on deductibility imposed
by federal income tax law. The Company  records  pension cost in accordance with
the provisions of SFAS No. 87, "Employers' Accounting for Pensions."

                                       33
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Pension cost for the plan for 1996, 1995 and 1994 is summarized as follows:

                                                  1996       1995         1994
                                              ----------------------------------
                                                        (IN THOUSANDS)

Service cost................................      $670        $528       $679
Interest cost...............................       587         508        535
Actual return on plan assets................    (1,064)     (1,568)       310
Net amortization and deferral...............       284         900       (949)
                                              ----------------------------------
Net pension cost............................      $477        $368       $575
                                              ==================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996        1995
                                                      -------------------------
                                                            (IN THOUSANDS)
Actuarial present value of benefit obligations:
   Vested benefit obligation.........................   $(6,059)     $(5,243)
   Non-vested benefit obligation.....................      (202)        (165)
                                                      -------------------------
   Accumulated benefit obligation....................    (6,261)      (5,408)
   Excess of projected benefit obligation over
     accumulated benefit obligation..................    (2,961)      (2,865)
                                                      -------------------------
   Projected benefit obligation......................    (9,222)      (8,273)
Plan assets, at fair market value....................    10,085        8,342
                                                      -------------------------
Plan assets greater than projected
   benefit obligation................................       863           69

Unrecognized net loss................................     1,007        1,560
Unrecognized prior service cost......................       700          758

Unrecognized net asset established
  at the date of initial application.................    (1,841)      (2,025)
                                                      -------------------------
Net prepaid pension cost.............................      $729         $362
                                                      =========================

Assumptions were as follows:

                                                       1996     1995     1994
                                                     -------------------------
Weighted average discount rate...................       7.75%    7.5%    8.5%
Weighted average rate of increase in compensation
  for participants age 45 and older..............       4.5      4.5     4.5
Weighted average expected long-term
  return on plan assets..........................       9.0      9.0     9.0

                                       34
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Compensation  rates that vary by age for participants  under age 45 were used in
determining the actuarial present value of the projected  benefit  obligation in
1996. Plan assets are invested in a diversified  portfolio of affiliated  mutual
funds that invest in equity and debt securities.

In addition to the Company's  defined benefit pension plan, the Company provides
certain  medical and life  insurance  benefits to full-time  employees  who have
retired  after  the  age  of  55  with  five  years  of  service.  The  plan  is
contributory,  with retiree  contributions  adjusted annually and contains other
cost-sharing  features such as deductibles and coinsurance.  Contributions  vary
based on the  employee's  years of service  earned  after age 40. The  Company's
portion of the costs is frozen after 1996 with all future cost increases  passed
on to the retirees.  Retirees in the plan prior to July 1, 1993 are covered 100%
by the Company.

Retiree  medical care and life insurance cost for the total plan for 1996,  1995
and 1994 is summarized as follows:

                                         1996       1995        1994
                                      --------------------------------
                                               (IN THOUSANDS)

Service cost........................     $157       $151        $116
Interest cost.......................      280        305         275
                                      --------------------------------
                                         $437       $456        $391
                                      ================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

                                                              DECEMBER 31
                                                           1996         1995
                                                        ----------------------
                                                            (IN THOUSANDS)
Accumulated postretirement benefit obligation:
   Retirees..........................................     $(2,498)    $(2,514)
Active participants:
   Retirement eligible...............................        (568)       (632)
   Others............................................      (1,023)     (1,035)
                                                        ----------------------
                                                           (4,089)     (4,181)
Unrecognized net (gain) loss.........................        (348)         67
                                                        ----------------------
Accrued postretirement benefit cost..................     $(4,437)    $(4,114)
                                                        ======================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 10% for 1996 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that  level  thereafter.  The health  care cost trend rate has a  significant
effect on the amount reported.  For example,  increasing the assumed health care
cost  trend  rates  by  one  percentage  point  each  year  would  increase  the
accumulated  postretirement  benefit  obligation  as of  December  31,  1996  by
$191,000

                                       35
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

and the  aggregate of the service and interest  cost  components of net periodic
postretirement benefit cost for 1996 by $54,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.75%,  7.5% and 8.5% at  December  31,  1996,  1995 and  1994,
respectively.

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred, 401(k) retirement plan. Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee contributions are fully vested, and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to operations were  $1,783,000,
$1,567,000 and $1,075,000 for 1996, 1995 and 1994, respectively.

4.  REINSURANCE

The Company  assumes and cedes  reinsurance  with other companies to provide for
greater  diversification  of business,  allow  management to control exposure to
potential losses arising from large risks, and provide  additional  capacity for
growth. The Company's maximum retention on any one life is $500,000. The Company
does not use financial or surplus  relief  reinsurance.  Life insurance in force
ceded at December 31, 1996 and 1995 was $4.0 and $3.9 billion, respectively.

Principal reinsurance transactions are summarized as follows:

                                          1996        1995          1994
                                        -----------------------------------
                                                  (IN THOUSANDS)
Reinsurance ceded:
   Premiums paid......................    $25,442       $5,305      $3,980
                                        ===================================
   Commissions received...............     $4,669         $230      $1,443
                                        ===================================
   Claim recoveries...................     $5,235       $3,089      $2,485
                                        ===================================

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit

                                       36
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

risk  arising  from  similar   geographic   regions,   activities   or  economic
characteristics  of  reinsurers.  At December 31, 1996 and 1995, the Company had
established  a  receivable  totaling  $92,197,000  and  $78,877,000  for reserve
credits,  reinsurance  claims and other  receivables  from its  reinsurers.  The
amount of reinsurance assumed is not significant.

In 1995, the Company transferred,  through a 100% coinsurance  agreement,  $66.9
million in policy  reserves and claim  liabilities.  The agreement  related to a
block of whole life and decreasing term life insurance business.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no  significantly  adverse effect on
the Company.  The nonmajor  medical  business placed in the pool has experienced
significant  losses.  At  December  31,  1996,  the  Company  believes  adequate
provision has been made for such losses.

5.  INCOME TAXES

The Company files a life/nonlife  consolidated  federal  income tax return.  The
provision  for income  taxes  includes  current  federal  income tax  expense or
benefit and deferred income tax expense or benefit due to temporary  differences
between the financial  reporting and income tax bases of assets and liabilities.
Such  differences  relate  principally to liabilities for future policy benefits
and  accumulated  contract  values,   deferred  compensation,   deferred  policy
acquisition  costs,   postretirement  benefits,  deferred  selling  commissions,
depreciation  expense and unrealized  appreciation  (depreciation) on securities
available-for-sale.

Income tax expense consists of the following for 1996, 1995 and 1994:

                                            1996         1995          1994
                                  ----------------------------------------------
                                                   (IN THOUSANDS)

Current.........................         $12,528       $15,200      $11,361
Deferred........................           8,343         2,727        5,768
                                  ----------------------------------------------
                                         $20,871       $17,927      $17,129
                                  ==============================================

The provision for income taxes differs from the amount computed at the statutory
federal income tax rate due primarily to dividends  received  deductions and tax
credits.

Income taxes paid by the Company were $16,213,000,  $11,551,000, and $14,634,000
during 1996, 1995, and 1994, respectively.

                                       37
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Net deferred tax assets or liabilities consist of the following:

                                                          1996          1995
                                                      -------------------------
                                                            (IN THOUSANDS)

Deferred tax assets:
   Future policy benefits..........................      $20,487      $17,780
   Net unrealized depreciation on
     securities available-for-sale.................        1,409            -
   Guaranty fund assessments.......................        1,400        1,260
   Employee benefits...............................        4,852        3,836
   Other...........................................        4,620        3,662
                                                      -------------------------
Total deferred tax assets..........................       32,768       26,538

Deferred tax liabilities:
   Deferred policy acquisition costs...............       69,647       50,580
   Net unrealized appreciation on
     securities available-for-sale.................            -       12,539
   Deferred gain on investments....................       10,446        8,681
   Depreciation....................................        2,061          988
   Other...........................................        5,461        7,409
                                                      -------------------------
Tax deferred tax liabilities.......................       87,615       80,197
                                                      -------------------------
Net deferred tax liabilities.......................      $54,847      $53,659
                                                      =========================

6.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosures  of fair value  information  about  financial  instruments,  whether
recognized  or not  recognized  in a company's  balance  sheet,  for which it is
practicable  to estimate  that value.  The methods and  assumptions  used by the
Company  to  estimate  the  following  fair  value   disclosures  for  financial
instruments are set forth in NOTE 1.

SFAS No. 107  excludes  certain  insurance  liabilities  and other  nonfinancial
instruments from its disclosure requirements. However, the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk that  minimizes  exposure to changing  interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance  contracts.  The fair value amounts presented herein do not include an
amount  for the value  associated  with  customer  or agent  relationships,  the
expected interest margin (interest  earnings in excess of interest  credited) to
be earned in the future on  investment-type  products or other intangible items.
Accordingly,   the  aggregate  fair  value  amounts   presented  herein  do  not
necessarily represent the underlying value of the Company; likewise, care should
be exercised in deriving  conclusions about the Company's  business or financial
condition based on the fair value information presented herein.

                                       38
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)
<S>                       <C>                       <C>             <C>                 <C>             <C>       
Investments:
   Fixed maturities (NOTE 2).................       $2,333,111      $2,333,770          $2,314,507      $2,327,646
   Equity securities (NOTE 2)................           89,188          89,188              21,880          21,880
   Mortgage loans............................           66,611          69,004              74,342          80,175
   Policy loans..............................          106,822         108,685             100,452         104,077
   Short-term investments....................                -               -                 992             992
   Cash and cash equivalents.................            8,310           8,310              16,788          16,788
   Accrued investment income.................           32,161          32,161              30,623          30,623
   Futures contracts.........................                -               -                   -            (737)
   Interest rate exchange agreements ........                -            (282)                  -          (2,291)

Liabilities:
   Supplementary contracts without life
     contingencies...........................           33,225          33,803              34,363          35,387
   Individual and group annuities............        1,942,697       1,767,692           1,922,901       1,774,642
   Long-term debt............................           65,000          67,683                   -               -
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,904,000,  $1,302,000 and
$1,450,000  for 1996,  1995 and 1994,  respectively.  The Company has  aggregate
future lease  commitments at December 31, 1996 of $4,337,000  for  noncancelable
operating leases consisting of $992,000 in 1997,  $941,000 in 1998,  $829,000 in
1999, $818,000 in 2000 and $757,000 in 2001 and thereafter.

In addition, in 2001, under the terms of an operating lease for an airplane, the
Company has the option to renew the lease for another  five years,  purchase the
airplane for  approximately  $4.7 million,  or return the airplane to the lessor
and pay a termination  charge of  approximately  $3.7 million.  If the option to
renew the lease for five years is selected,  at the end of the five-year  period
(2006),  the Company has the option to purchase the  airplane for  approximately
$3.4 million or return the airplane to the lessor and pay a  termination  charge
of approximately $2.7 million.

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be

                                       39

<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

partially  recovered  through a reduction in future premium  taxes.  The Company
cannot predict whether and to what extent legislative initiatives may affect the
right to offset. Based on information from the National Organization of Life and
Health  Guaranty  Association  and  information  from the various state guaranty
associations,  the Company believes that it is probable that these  insolvencies
will result in future  assessments.  The Company regularly evaluates its reserve
for  these   insolvencies  and  updates  its  reserve  based  on  the  Company's
interpretation  of information  recently  received.  The associated  costs for a
particular  insurance company can vary significantly based on its premium volume
by line of  business in a  particular  state and its  potential  for premium tax
offset.  The Company accrued and charged to expense  $1,574,000,  $2,302,000 and
$237,000  for 1996,  1995 and 1994,  respectively.  At December  31,  1996,  the
Company  has  reserved   $4,000,000  to  cover  current  and  estimated   future
assessments net of related premium tax credits.

8.  LONG-TERM DEBT

The Company has a $75.5  million line of credit  facility  from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at .1% over the Federal  Funds rate.  No amounts  were  outstanding  at
December 31, 1996.

In February 1996, the Company negotiated three separate $5,000,000 advances with
the Federal  Home Loan Bank of Topeka.  The  advances are due February 27, 1998,
February 26, 1999 and February 28, 2001 and carry interest rates of 5.59%, 5.76%
and 6.04%, respectively.

In May 1996,  the Company  issued $50 million of 8.75% surplus notes maturing on
May 15,  2016.  The surplus  notes were  issued  pursuant to Rule 144A under the
Securities  Act of  1933.  The  surplus  notes  have  repayment  conditions  and
restrictions  whereby  each  payment of interest on or  principal of the surplus
notes  may be  made  only  with  the  prior  approval  of the  Kansas  Insurance
Commissioner   and  only  out  of  surplus  funds  that  the  Kansas   Insurance
Commissioner  determines  to be  available  for such  payment  under the  Kansas
Insurance Code.

9.  RELATED-PARTY TRANSACTIONS

The Company owns shares of mutual funds managed by Security  Management Company,
LLC with a net asset value totaling  $60,559,000  and $5,364,000 at December 31,
1996 and 1995, respectively.

                                       40
<PAGE>

            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

                                                       1996           1995
                                                    --------------------------
                                                          (IN THOUSANDS)
Premium and annuity considerations for the
  variable annuity products and variable
  universal life product for which the
  contractholder, rather than the Company,
  bears the investment risk......................    $2,793,911    $2,051,292
Assets of the separate accounts owned by
  the Company, at fair value.....................         9,016        14,014
                                                    --------------------------
                                                     $2,802,927    $2,065,306
                                                    ==========================

11.  STATUTORY INFORMATION

The Company  and its  insurance  subsidiary  prepare  statutory-basis  financial
statements in accordance  with accounting  practices  prescribed or permitted by
the  Kansas  and  New  York  Insurance  regulatory  authorities,   respectively.
Accounting  practices used to prepare  statutory-basis  financial statements for
regulatory filings of life insurance  companies differ in certain instances from
GAAP.   Prescribed   statutory   accounting   practices  include  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  not  so
prescribed;  such  practices  may differ  from state to state,  may differ  from
company  to  company  within a state  and may  change in the  future.  Statutory
capital  and  surplus  of  the  insurance   operations  are   $286,689,000   and
$207,669,000 at December 31, 1996 and 1995, respectively.

                                       41
<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements

             All required financial  statements are included in Part
             B of this Registration Statement.

         (b) Exhibits

             (1) Certified  Resolution of the Board of Directors of Security
                 Benefit Life Insurance Company ("SBL") authorizing
                 establishment of the Separate Account

             (2) Not Applicable

             (3) Not Applicable

             (4) Sample Contract

             (5) Form of Application

             (6) (a) Composite of Articles of Incorporation of SBL

                 (b) Bylaws of SBL

             (7) Not Applicable

             (8) Not Applicable

             (9) Opinion of Counsel

            (10) Consent of Independent Auditors

            (11) Not Applicable

            (12) Not Applicable

            (13) Schedules of Computation of Performance

            (14) Powers of Attorneys of Howard R. Fricke, Thomas R. Clevenger,
                 Sister Loretto Marie Colwell, John C. Dicus, Melanie S. Fannin,
                 William W. Hanna, John E. Hayes, Jr., Laird G. Noller,
                 Frank C. Sabatini and Robert C. Wheeler

            (15) Financial Data Schedules

<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

    NAME AND PRINCIPAL
    BUSINESS ADDRESS          POSITIONS AND OFFICES WITH DEPOSITOR

Howard R. Fricke*             Chairman of the Board, President,
                              Chief Executive Officer and Director

Thomas R. Clevenger           Director
P.O. Box 8514
Wichita, Kansas 67208

Sister Loretto Marie Colwell  Director
1700 SW 7th Street
Topeka, Kansas 66044

John C. Dicus                 Director
700 Kansas Avenue
Topeka, Kansas 66603

Melanie S. Fannin             Director
220 SE 6th Street
Topeka, KS 66603

William W. Hanna              Director
P.O. Box 2256
Wichita, Kansas 67201

John E. Hayes, Jr.            Director
818 Kansas Avenue
Topeka, Kansas 66612

Laird G. Noller               Director
2245 Topeka Avenue
Topeka, Kansas 66611

Frank C. Sabatini             Director
120 SW 6th Street
Topeka, Kansas 66603

Robert C. Wheeler             Director
P.O. Box 148
Topeka, Kansas 66601

<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

    NAME AND PRINCIPAL
    BUSINESS ADDRESS          POSITIONS AND OFFICES WITH DEPOSITOR

Donald J. Schepker*           Senior Vice President, Chief Financial Officer
                              and Treasurer

James L. Woods*               Senior Vice President

Jeffrey B. Pantages*          Senior Vice President

Roger K. Viola*               Senior Vice President,
                              General Counsel and Secretary

T. Gerald Lee*                Senior Vice President - Administration

Malcolm E. Robinson*          Senior Vice President and
                              Assistant to the President

Donald E. Caum*               Senior Vice President and Chief Marketing Officer

Richard K Ryan*               Senior Vice President

Amy J. Lee*                   Associate General Counsel and Vice President

James R. Schmank*             Vice President -
                              (and Interim Chief Investment Officer)

Kathleen R. Blum*             Vice President - Administration

*Located at 700 Harrison Street, Topeka, Kansas 66636.

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     The Depositor, Security Benefit Life Insurance Company ("SBL"), is owned by
its policy owners.  No one person holds more than  approximately  0.0004% of the
voting power of SBL. The Registrant is a segregated asset account of SBL.

<PAGE>

     The following  chart  indicates  the persons  controlled by or under common
control with SBL Variable Annuity Account VIII or SBL:

                                                                   PERCENT OF
                                                                     VOTING
                                            JURISDICTION OF        SECURITIES
                  NAME                       INCORPORATION        OWNED BY SBL
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company         Kansas                ----
(Mutual Life Insurance Company)

Security Benefit Group, Inc.                    Kansas                100%
(Holding Company)

Security Management Company, LLC                Kansas                100%
(Investment Adviser)

Security Distributors, Inc.                     Kansas                100%
(Broker/Dealer, Principal
Underwriter of Mutual Funds)

Security Benefit Academy, Inc.                  Kansas                100%
(Daycare Company)

Creative Impressions, Inc.                      Kansas                100%
(Advertising Agency)

Security Benefit Clinic and Hospital            Kansas                100%
(Nonprofit provider of hospital
benevolences for fraternal
certificate holders)

First Advantage Insurance Agency, Inc.          Kansas                100%
(Insurance Agency)

First Security Benefit Life Insurance           New York              100%
and Annuity Company of New York

<PAGE>

     SBL is also the depositor of the following separate accounts:  SBL Variable
Annuity Accounts I, III, IV, and Variflex,  SBL Variable Life Insurance  Account
Varilife,   Security  Varilife  Separate  Account,  Parkstone  Variable  Annuity
Separate Account and T. Rowe Price Variable Annuity Account.

     Through  the  above-referenced  separate  accounts,  SBL might be deemed to
control  the  open-end  management   investment   companies  listed  below.  The
approximate percentage of ownership by the separate accounts for each company is
as follows:

Security Equity Fund  16.0%               Security Income Fund  7.0%
                                          Corporate Bond Series

Security Growth and Income Fund  60.5%    SBL Fund  100%


ITEM 27.  NUMBER OF CONTRACT OWNERS

     As of March 1, 1997,  there were 0 owners of the Qualified  Contracts and 0
owners of the Non-Qualified Contracts.

ITEM 28.  INDEMNIFICATION

     The bylaws of Security  Benefit  Life  Insurance  Company  provide that the
Company  shall,  to the  extent  authorized  by the laws of the State of Kansas,
indemnify officers and directors for certain liabilities  threatened or incurred
in connection with such person's capacity as director or officer.

     The Articles of Incorporation include the following provision:

     A Director  shall not be  personally  liable to the  Corporation  or to its
     policyholders  for  monetary  damages  for  breach of  fiduciary  duty as a
     director,  provided  that this  sentence  shall not eliminate nor limit the
     liability of a director

          A.  for any breach of his or her duty of loyalty to the Corporation or
              its policyholders;

          B.  for  acts  or  omissions  not  in  good  faith  or  which  involve
              intentional misconduct or a knowing violation of law;

<PAGE>

          C.  under the provisions of K.S.A. 17-6424 and amendments thereto; or

          D.  for any  transaction  from which the director  derived an improper
              personal benefit.

     This  Article  Eighth  shall  not  eliminate  or limit the  liability  of a
     director for any act or omission  occurring  prior to the date this Article
     Eighth becomes effective.

     Insofar as indemnification for a liability arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other  than the  payment of  expenses  incurred or paid by a
director,  officer or  controlling  person of the  Registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the Securities being  registered,  the
Depositor will, unless in the opinion of its counsel the matter has been settled
by a controlling  precedent,  submit to a court of appropriate  jurisdiction the
question  of 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.

ITEM 29. PRINCIPAL UNDERWRITER

(a)  Security  Distributors,   Inc.  ("SDI"),  a  subsidiary  of  SBL,  acts  as
distributor of the SBL Variable Annuity Account VIII contracts.  SDI receives no
compensation for its distribution  function in excess of the commissions it pays
to selling  broker/dealers.  SDI  performs  similar  functions  for SBL Variable
Annuity  Accounts I, III and IV, Variflex,  SBL Variable Life Insurance  Account
Varilife,  Security  Varilife  Separate  Account and Parkstone  Variable Annuity
Separate  Account.  SDI also acts as  principal  underwriter  for the  following
management  investment companies for which Security Management Company, LLC acts
as investment  adviser:  Security Equity Fund,  Security  Income Fund,  Security
Growth and Income Fund, Security Tax-Exempt Fund and Security Ultra Fund.

<PAGE>

(b)
          NAME AND PRINCIPAL          POSITION AND OFFICES
          BUSINESS ADDRESS*             WITH UNDERWRITER

          Richard K Ryan              President and Director

          John D. Cleland             Vice President and Director

          James W. Lammers            Senior Vice President and Director

          James R. Schmank            Vice President and Director

          Louis R. Jicha              Vice President and Director

          Mark E. Young               Vice President

          Amy J. Lee                  Secretary

          Brenda M. Harwood           Treasurer

*700 Harrison, Topeka, Kansas 66636-0001

(c)      Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act  and  the  rules  under  it are  maintained  by  SBL  at its  administrative
offices--700 Harrison Street, Topeka, Kansas 66636-0001.

ITEM 31.  MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B.

ITEM 32.  UNDERTAKINGS

(a) Registrant  undertakes that it will file a post-effective  amendment to this
Registration  Statement  as  frequently  as necessary to ensure that the audited
financial  statements in the Registration  Statement are never more than sixteen
(16) months old for so long as payments under the Variable Annuity contracts may
be accepted.

<PAGE>

(b)  Registrant  undertakes  that it will  include  as part of the SBL  Variable
Annuity Account VIII contract application a space that an applicant can check to
request a Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional Information and
any financial  statements required to be made available under this Form promptly
upon written or oral request to SBL at the address or phone number listed in the
prospectus.

(d)  Subject  to the terms and  conditions  of Section  15(d) of the  Securities
Exchange  Act of  1934,  the  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.

(e) SBL,  sponsor of the unit  investment  trust,  SBL Variable  Annuity Account
VIII,  hereby  represents  that it is relying upon the  Securities  and Exchange
Commission's  No-Action  Letter  Ref.  No.  IP-6-88,  American  Council  of Life
Insurance, and that it has complied with the provisions of paragraphs (1)-(4) of
such no-action letter which are incorporated herein by reference.

(f) Registrant represents that the fees and charges deducted under the contract,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses expected to be incurred, and the risks assumed by the Registrant.

<PAGE>

                                   SIGNATURES

As required by the  Investment  Company Act of 1940,  the  Registrant has caused
this  Registration  Statement to be signed on its behalf, in the City of Topeka,
and State of Kansas on this 14th day of March, 1997.

SIGNATURES AND TITLES

Howard R. Fricke         SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman       (The Depositor)
of the Board,
President and Chief
Executive Officer

                         By:  Roger K. Viola
                            ----------------------------------------------------
Thomas R. Clevenger         Roger K. Viola, Senior Vice President, General
Director                    Counsel and Secretary as Attorney-In-Fact
                            for the Officers and Directors
                            Whose Names Appear Opposite

Sister Loretto
Marie Colwell
Director

                         SBL VARIABLE ANNUITY ACCOUNT VIII
John C. Dicus            (The Registrant)
Director

                         By:  SECURITY BENEFIT LIFE INSURANCE COMPANY
Melanie S. Fannin             (The Depositor)
Director

William W. Hanna         By:  Howard R. Fricke
Director                      --------------------------------------------------
                              Howard R. Fricke, President and
                              Chief Executive Officer

John E. Hayes, Jr.
Director

                         By:  Donald J. Schepker
                              --------------------------------------------------
Laird G. Noller               Donald J. Schepker, Senior Vice President,
Director                      Chief Financial Officer and Treasurer

Frank C. Sabatini        (ATTEST): Roger K. Viola
Director                          ----------------------------------------------
                                  Roger K. Viola, Senior Vice President,
                                  General Counsel and Secretary

Robert C. Wheeler
Director

                         Date:  March 14, 1997

<PAGE>

                                  EXHIBIT INDEX

   (1)   Resolution

   (2)   None

   (3)   None

   (4)   Sample Contract and Endorsements

   (5)   Form of Application

   (6)   (a) Articles of Incorporation
         (b) Bylaws

   (7)   None

   (8)   None

   (9)   Opinion of Counsel

  (10)   Consent of Independent Auditors

  (11)   None

  (12)   None

  (13)   Schedules of Computation of Performance

  (14)   Powers of Attorney

  (15)   Financial Data Schedules



<PAGE>

                    RESOLUTION TO ESTABLISH SEPARATE ACCOUNT

     WHEREAS, Security Benefit Life Insurance Company, a Kansas-domiciled mutual
life insurance  company (the "Company"),  anticipates  developing a new variable
annuity product;

     WHEREAS,  it is desired  that the Company  establish a funding  vehicle for
said variable annuity policies;

     WHEREAS,  such funding  vehicle should be  established  in compliance  with
Kansas law;

     WHEREAS,  Kansas Statutes  Annotated  Sections 40-436 and 40-437 permit the
establishment of one or more separate accounts;

          NOW,  THEREFORE,  BE IT RESOLVED,  that the Company shall  establish a
     separate  account  referred to herein as the SBL Variable  Annuity  Account
     VIII,  or such other  appropriate  designation  as may be determined by the
     appropriate  officers  of SBL  (hereinafter  referred  to as the  "Separate
     Account") in accordance  with and under the  provisions of Sections  40-436
     and  40-437  of the  Kansas  Statutes  Annotated,  and that  hereafter  the
     Separate  Account  shall be  deemed  to be and  shall be  established  as a
     separate  account  in  accordance  with and  under the  provisions  of said
     Sections 40-436 and 40-437, as heretofore or hereafter amended.

          FURTHER RESOLVED, that the Separate Account is hereby empowered to:

          (a)  the  extent  required  by the  Investment  Company  Act of  1940,
               register under such Act and make applications for such exemptions
               or orders  under  such  provisions  thereof  as may  appear to be
               necessary or desirable;

          (b)  the extent required by the Securities Act of 1933,  effect one or
               more  registrations  thereunder  and,  in  connection  with  such
               registrations,   file   one  or  more   registration   statements
               thereunder,  or  amendments  thereto,  including any documents or
               exhibits required as a part thereof;

          (c)  provide  for the sale of  policies  issued by the  Company as the
               officers of the Company may deem  necessary and  appropriate,  to
               the extent such policies provide for allocation of amounts to the
               Separate Account;

          (d)  provide  for  custodial  or  depository  arrangements  for assets
               allocated to the Separate  Account as the officers of the Company
               may deem necessary and appropriate  including self  custodianship
               or safekeeping arrangements by the Company;

          (e)  select an  independent  public  accountant to audit the books and
               records of the Separate Account;

<PAGE>

          (f)  invest  or  reinvest  the  assets  of  the  Separate  Account  in
               securities issued by SBL Fund, an investment  company  registered
               under the Investment Company Act of 1940;

          (g)  divide the Separate Account into subaccounts with each subaccount
               investing in shares of designated classes or series of designated
               investment companies or other appropriate securities; and

          (h)  perform such additional functions and take such additional action
               as may be necessary or desirable to carry out the  foregoing  and
               the intent and purpose thereof.

          FURTHER  RESOLVED,  that the assets of the Separate  Account  shall be
     derived solely from (a) the sale of variable  annuity  products,  (b) funds
     corresponding to dividend  accumulation  with respect to investment of such
     assets,  and (c)  advances  made by the  Company  in  connection  with  the
     operation of the Separate Account;

          FURTHER RESOLVED,  that pursuant to Kansas Statutes  Annotated Section
     40-436 the assets of the Separate Account shall be legally  segregated and,
     to the  extent  so  provided  in the  applicable  agreements,  shall not be
     chargeable  with  liabilities  arising  out of any  other  business  of the
     Company;

          FURTHER  RESOLVED,  that the Company  shall  maintain in the  Separate
     Account,  assets with a fair market  value at least equal to the  statutory
     valuation reserves for the variable annuity policies;

          FURTHER RESOLVED,  that assets allocated to the Separate Account shall
     be  valued  at their  market  value  in  accordance  with the  terms of the
     variable annuity policies issued by the Company providing for allocation to
     the Separate Account;

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them hereby is, authorized in their discretion as they may deem appropriate
     from time to time in accordance with applicable laws and regulations (a) to
     divide the separate  account into  subaccounts,  (b) to modify or eliminate
     any such subaccounts, (c) to change the designation of the Separate Account
     to another  designation,  (d) to designate further any subaccount  thereof,
     and (e) to deregister the Separate Account under the Investment Company Act
     of 1940 and to  deregister  the  policies or units of  interest  thereunder
     under the Securities Act of 1933;

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them  hereby  is,  authorized  to invest  cash from the  Company's  general
     account in the Separate Account or in any division thereof as may be deemed
     necessary or  appropriate to facilitate  the  commencement  of the Separate
     Account's  operations or to meet any minimum capital requirements under the
     Investment  Company Act of 1940,  and to transfer cash or  securities  from
     time to time between the Company's general account and Separate

<PAGE>

     Account as deemed  necessary or  appropriate  so long as such transfers are
     not  prohibited  by law and are  consistent  with the terms of the variable
     annuity  policies  issued by the Company  providing for  allocations to the
     Separate Account;

          FURTHER  RESOLVED,  that  pursuant  to the Kansas  Statutes  Annotated
     Section  40-436(c) the income,  gains and losses  (whether or not realized)
     from assets  allocated to Separate  Account shall,  in accordance  with any
     variable annuity  policies issued by the Company  providing for allocations
     to the Separate  Account,  be credited to or charged  against such Separate
     Account without regard to other income, gains or losses of the Company;

          FURTHER  RESOLVED,  that authority is hereby delegated to the Chairman
     or the President of the Company to adopt  procedures  providing  for, among
     other things,  criteria by which the Company shall institute  procedures to
     provide  for a  pass-through  of voting  rights to the  owners of  variable
     annuity  policies  issued by the Company  providing  for  allocation to the
     Separate  Account  with respect to the shares of any  investment  companies
     which are held in Separate Account;

          FURTHER RESOLVED,  that the officers of the Company are authorized and
     directed,  with the assistance of  accountants,  legal  counsel,  and other
     consultants,  to prepare and execute any necessary agreements to enable the
     Separate  Account to invest and reinvest the assets of the Separate Account
     in  securities  issued  by any  investment  company  registered  under  the
     Investment  Company Act of 1940,  or other  appropriate  securities  as the
     officers of the Company may  designate  pursuant to the  provisions  of the
     variable annuity  policies issued by the Company  providing for allocations
     to the Separate Account;

          FURTHER  RESOLVED,  that the fiscal year of the Separate Account shall
     end on the 31st day of December each year;

          FURTHER  RESOLVED,   that  the  officers  of  the  Company,  with  the
     assistance  of  accountants,  legal  counsel,  and other  consultants,  are
     authorized  to prepare,  execute,  and file all periodic  reports  required
     under the Investment Company Act of 1940 and the Securities Exchange Act of
     1934;

          FURTHER  RESOLVED,  that the Company may register under the Securities
     Act of 1933 variable  annuity  policies,  or units of interest  thereunder,
     under  which  amounts  will be  allocated  by the  Company to the  Separate
     Account to support reserves for such policies and, in connection therewith,
     that  the  officers  of the  Company  be,  and  each  of  them  hereby  is,
     authorized,  with the assistance of accountants,  legal counsel,  and other
     consultants, to prepare, execute, and file with the Securities and Exchange
     Commission,  in  the  name  and on  behalf  of  the  Company,  registration
     statements  under  the  Securities  Act of  1933,  including  prospectuses,
     supplements, exhibits, and other documents relating thereto, and amendments
     to the foregoing,  in such form as the officer  executing the same may deem
     necessary or appropriate;

<PAGE>

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them hereby is,  authorized,  with the  assistance  of  accountants,  legal
     counsel,  and other consultants,  to take all actions necessary to register
     the  Separate  Account  as a unit  investment  trust  under the  Investment
     Company Act of 1940 and to take such related actions as they deem necessary
     and appropriate to carry out the foregoing;

          FURTHER RESOLVED,  that the President of the Company, or in his or her
     absence, a Senior Vice President, be and each of them is hereby authorized,
     empowered and directed to sign a form of Notification of Registration under
     the 1940 Act,  and such  Registration  Statement  as may be required by the
     1940  Act and the 1933  Act,  in the name of the  Separate  Account  by the
     Company as sponsor and depositor,  and that the appropriate officers of the
     Company be, and they hereby are, fully  authorized,  empowered and directed
     to execute and cause to be filed for and on behalf of the Separate  Account
     and the Company said  Notification  of Registration  and said  Registration
     Statement,  and the appropriate officers are empowered to execute and cause
     to be filed, for and on behalf of the Separate Account and the Company, and
     the President and each Senior Vice President of the Company hereby is fully
     authorized  and the  Company  be,  and  hereby  is,  fully  authorized  and
     empowered to execute in the name of the  Separate  Account and the Company,
     such  amendments  to,  and such  instruments,  exhibits  and  documents  in
     connection  with,  said   Notification  of  Registration  and  Registration
     Statement,  as they,  or any of them  may  upon  advice  of  counsel,  deem
     necessary or advisable;

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them  hereby  is,  authorized  to  prepare,  execute,  and  file,  with the
     assistance of accountants,  legal counsel, and other consultants,  with the
     Securities and Exchange Commission  applications and amendments thereto for
     such  exemptions  from or orders under the Investment  Company Act of 1940,
     and to request from the  Securities  and Exchange  Commission no action and
     interpretative  letters,  as they may from time to time deem  necessary  or
     desirable;

          FURTHER RESOLVED, that the General Counsel, an Associate Counsel or an
     Assistant  Counsel of the  Company  may be  appointed  as agent for service
     under any such  registration  statement and are duly  authorized to receive
     communications and notices from the Securities and Exchange Commission with
     respect  thereto  and  to  exercise  powers  given  to  such  agent  by the
     Securities Act of 1933 and the rules  thereunder,  and any other  necessary
     acts;

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them hereby is,  authorized,  with the  assistance  of  accountants,  legal
     counsel,  and other consultants,  to effect in the name of and on behalf of
     the Company all such registrations,  filings, and qualifications under blue
     sky or other applicable securities laws and regulations and under insurance
     laws and  regulations of such states and other  jurisdictions,  as they may
     deem necessary or appropriate  with respect to the Company and with respect
     to any variable  annuity  policies under which amounts will be allocated by
     the Company to the Separate  Account to support reserves for such policies;
     such authorization shall include

<PAGE>

     registration,  filing,  and  qualification  of  the  Company  and  of  said
     policies,  as well as registration,  filing, and qualification of officers,
     employees,  and  agents  of  the  Company  as  brokers,   dealers,  agents,
     salespersons,  or otherwise;  and such authorization shall also include, in
     connection therewith,  authority to prepare, execute, acknowledge, and file
     all  such   applications,   applications   for  exemptions,   certificates,
     affidavits,   covenants,   consents  to  service  of  process,   and  other
     instruments  and to take all such action as the officer  executing the same
     or taking such action may deem necessary or desirable;

          FURTHER  RESOLVED,  that the  officers  of the Company be, and each of
     them hereby is,  authorized  to execute and deliver all such  documents and
     papers  and to do or cause to be done all such acts and  things as they may
     deem necessary or desirable to carry out the foregoing  resolutions and the
     intent and purpose thereof.

                                  CERTIFICATION

The  undersigned  hereby  certifies  that he is the  duly  elected  Senior  Vice
President,  Secretary  and General  Counsel of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY,  a corporation  organized  and existing  under the laws of the State of
Kansas.  The  Executive  Committee of the Board of  Directors  of said  SECURITY
BENEFIT LIFE INSURANCE  COMPANY did hereby adopt the above stated  resolution at
their meeting held September 12, 1994:

Dated this 17th day of March, 1997.

                                    ROGER K. VIOLA
                                    --------------------------------
                                    Roger K. Viola
                                    Senior Vice President,
                                    Secretary and General Counsel


<PAGE>

                    SECURITY BENEFIT LIFE INSURANCE COMPANY

                  A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS


              FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

In  consideration  for  the  Purchase  Payments  and the  attached  application,
Security Benefit Life Insurance Company (the "Company") will pay the benefits of
this Contract according to its provisions.

LEGAL CONTRACT

PLEASE READ YOUR CONTRACT  CAREFULLY.  It is a legal Contract  between the Owner
and the Company. The Contract's table of contents is on page 2.

FREE LOOK PERIOD-RIGHT TO CANCEL

IF FOR ANY REASON THE OWNER IS NOT SATISFIED WITH THIS  CONTRACT,  HE OR SHE MAY
RETURN IT TO THE  COMPANY  WITHIN 10 DAYS  FROM THE DATE OF  RECEIPT.  IT MAY BE
RETURNED BY DELIVERING OR MAILING IT TO THE COMPANY. IF RETURNED,  THIS CONTRACT
SHALL BE DEEMED  VOID FROM THE  CONTRACT  DATE.  THE  COMPANY  WILL  REFUND  ANY
PURCHASE  PAYMENTS  MADE AND  ALLOCATED  TO THE FIXED  ACCOUNT  AND WILL  REFUND
SEPARATE  ACCOUNT  CONTRACT VALUE AS OF THE DATE THE RETURNED POLICY IS RECEIVED
BY THE COMPANY.

Signed for Security Benefit Life Insurance Company on the Contract Date.


ROGER K. VIOLA                                      HOWARD R. FRICKE
 Secretary                                              President

                      A BRIEF DESCRIPTION OF THIS CONTRACT
This is a  FLEXIBLE  PREMIUM  DEFERRED VARIABLE ANNUITY CONTRACT.

*Purchase  Payments  may be made until the earlier of the Annuity  Start Date or
 termination  of the Contract.

*A Death  Benefit may be paid prior to the Annuity Start Date according to the
 Contract provisions.

*Annuity  Payments begin on the Annuity Start Date using the method specified in
 this Contract.

*This Contract is Participating.
 
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,  WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.  THERE ARE NO
GUARANTEED  MINIMUM  PAYMENTS OR CASH VALUES.  (SEE "CONTRACT  VALUE AND EXPENSE
PROVISIONS" AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)

                                   [SBL LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

Form V6025 (1-97)
<PAGE>


- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                          Page

CONTRACT SPECIFICATIONS ..............................................         3
DEFINITIONS ..........................................................       4-6
GENERAL PROVISIONS ...................................................       7,8
  The Contract .......................................................         7
  Compliance .........................................................         7
  Misstatement of Age and Sex ........................................         7
  Evidence of Survival ...............................................         7
  Incontestability ...................................................         7
  Assignment .........................................................         7
  Transfers ..........................................................         8
  Claims of Creditors ................................................         8
  Nonforfeiture Values ...............................................         8
  Participation ......................................................         8
  Statements .........................................................         8

OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS ......................         9
  Ownership ..........................................................         9
  Joint Ownership ....................................................         9
  Annuitant ..........................................................         9
  Primary and Secondary Beneficiaries ................................         9
  Ownership and Beneficiary Changes ..................................         9

PURCHASE PAYMENT PROVISIONS ..........................................     9, 10
  Flexible Purchase Payments .........................................         9
  Purchase Payment Limitations .......................................         9
  Purchase Payment Allocation ........................................        10
  Place of Payment ...................................................        10

CONTRACT VALUE AND EXPENSE PROVISIONS ................................     10-12
  Contract Value .....................................................        10
  Fixed Account Contract Value .......................................        10
  Fixed Account Interest Crediting ...................................        10
  Separate Account Contract Value ....................................        11
  Accumulation Unit Value ............................................        11
  Net Investment Factor ..............................................        11
  Determining Accumulation Units .....................................        11
  Mortality and Expense Risk Charge ..................................        12
  Premium Tax Expense ................................................        12
  Administration Charge ..............................................        12
  Mutual Fund Expenses ...............................................        12

WITHDRAWAL PROVISIONS ................................................     12-14
  Withdrawals ........................................................        12
  Withdrawal Value ...................................................        12
  Withdrawal Charges .................................................        13
  Free Withdrawals ...................................................        13
  Systematic Withdrawals .............................................        13
  Free Systematic Withdrawals ........................................        13
  Date of Request ....................................................        13
  Payment of Withdrawal Benefits .....................................        14

DEATH BENEFIT PROVISIONS .............................................    14, 15
  Death Benefit ......................................................    14, 15
  Proof of Death .....................................................        15
  Distribution Rules .................................................        15

ANNUITY PAYMENT PROVISIONS ...........................................     15-18
  Annuity Start Date .................................................        15
  Change of Annuity Start Date .......................................        16
  Annuity Start Amount ...............................................        16
  Withdrawal Charges .................................................        16
  Annuity Tables .....................................................        16
  Annuity Payments ...................................................        16
  Change of Annuity Option ...........................................        16
  Fixed Annuity Payments .............................................        17
  Variable Annuity Payments ..........................................        17
  Annuity Units ......................................................        17
  Net Investment Factor ..............................................        17
  Alternate Annuity Option Rates .....................................        17
  Annuity Options ....................................................        18

ANNUITY TABLES .......................................................    19, 20

AMENDMENTS OR ENDORSEMENTS, IF ANY

                                       2
<PAGE>


- --------------------------------------------------------------------------------
                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------
OWNER NAME:  John A Doe                      CONTRACT NUMBER:  Specimen

OWNER DATE OF BIRTH:  10-30-1953             CONTRACT DATE:  6-30-1997

JOINT OWNER NAME:  Mary K Doe                ISSUE DATE:  6-30-1997

JOINT OWNER DATE OF BIRTH:  7-18-1981        ANNUITY STATE DATE:  7-1-2052*

ANNUITANT NAME:  Betty M. Doe                PLAN:  Non-Qualified

ANNUITANT DATE OF BIRTH:  5-13-1987          ASSIGNMENT:  This Policy may be 
                                             assigned.  See Assignment Provision
ANNUITANT'S SEX:  Female                     of your Policy.

PRIMARY BENEFICIARY NAME:  Linda L. Doe


- --------------------------------------------------------------------------------
INITIAL PURCHASE PAYMENT                  $25,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS      $500 ($50 pursuant to an automatic
                                          investment program)

MINIMUM SYSTEMATIC WITHDRAWAL             $100

MORTALITY AND EXPENSE RISK CHARGE         1.25% Annually (1.2% annually during
                                          Annuity Options 1-4, 7 and 8.)

ADMINISTRATION CHARGE                     .15% Annually (0% annually during 
                                           Annuity Options 1-4, 7 and 8.)

WITHDRAWAL CHARGES:

  Contract Year of Withdrawal       1     2     3     4     5     6     7+
  Withdrawal Charge                 6%    6%    5%    4%    3%    2%    0%

FREE WITHDRAWAL PERCENTAGE                10%

GUARANTEED RATE                           3.00%

ANNUITY OPTION                            Life with 10-Year Fixed Period Option*

SUBACCOUNTS:
   Money Market Subaccount
   High Grade Income Subaccount
   High Yield Subaccount
   Global Aggressive Bond Subaccount
   Growth-Income Subaccount
   Equity Income Subaccount
   Managed Asset Allocation Subaccount
   Specialized Asset Allocation Subaccount
   Growth Subaccount
   Value Subaccount
   Worldwide Equity Subaccount
   Social Awareness Subaccount
   Emerging Growth Subaccount

METHOD FOR DEDUCTIONS:

   Deductions  for  Premium  Taxes,  and any  unallocated  partial  withdrawals,
   including Systematic Withdrawals, will be made sequentially from the Contract
   Value in descending order of the Subaccounts  listed above. The Fixed Account
   is the last  Account  charged.  The value of each  Account  will be  depleted
   before the next is charged.

*  The Owner may select the Annuity Start Date and the Annuity  Option. If no
   Annuity Start Date or Annuity Option is selected by the Owner, they will be
   assigned automatically.

V6025 A (1-97)                         3
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT
An Account is one of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT
The Accumulation  Unit is a unit of measure.  It is used to compute the Separate
Account  Contract  Value  prior to the Annuity  Start  Date.  It is also used to
compute the Variable  Annuity  Payments for Annuity  Options 5 and 6.

ANNUITANT
The  Annuitant  is the  person  named by the  Owner on  whose  life the  Annuity
Payments  depend for Annuity  Options 1 through 4 and 8. The Annuitant  receives
Annuity Payments under this Contract.  Please see "Annuitant" provisions on page
9.

ANNUITY OPTION
An Annuity Option is a set of provisions  that form the basis for making Annuity
Payments.  The Annuity Option is set prior to the Annuity Start Date. Please see
"Annuity Options" on page 18.

ANNUITY START DATE
The Annuity  Start Date is the date on which  Annuity  Payments are scheduled to
begin. This date may be changed by the Owner. The Annuity Start Date is shown on
Page 3. Please see "Annuity Start Date" on page 15.

ANNUITY UNIT
The Annuity Unit is a unit of measure used to compute  Variable Annuity Payments
for Annuity Options 1 through 4, 7 and 8.

AUTOMATIC INVESTMENT PROGRAM
A program pursuant to which Purchase  Payments are  automatically  paid from the
Owner's bank account on a specified day of the month,  on a monthly,  quarterly,
semiannual or annual basis.

AUTOMATIC TRANSFERS
Automatic  Transfers are Transfers  among the Subaccounts and the Fixed Account.
Such Transfers are made  automatically on a periodic basis by the Company at the
written  request of the Owner.  The Company  reserves the right to  discontinue,
modify or suspend Automatic Transfers.

COMPANY
The Company is Security Benefit Life Insurance Company,  700 SW Harrison Street,
Topeka, Kansas 66636-0001.

CONTRACT ANNIVERSARY
A Contract  Anniversary is a 12-month  anniversary of the Contract Date.

CONTRACT DATE
The Contract Date is the date the Contract begins. The Contract Date is shown on
page 3.

CONTRACT YEAR
Contract Years are measured from the Contract Date.

CURRENT INTEREST
The Company may in its discretion pay Current Interest on the Fixed Account at a
rate that exceeds the Guaranteed  Rate shown on page 3. The Company will
declare the rate of Current Interest, if any, from time to time.

DESIGNATED BENEFICIARY
Upon the death of the Owner or Joint Owner,  the Designated  Beneficiary will be
the first  person  on the  following  list who is alive on the date of death:

1. Owner;
2. Joint Owner;
3. Primary Beneficiary;
4. Secondary Beneficiary;
5. Annuitant; and
6. the Owner's estate if no one listed above alive.

V6025 B (1-97)                         4
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

DESIGNATED BENEFICIARY (Continued)
The Designated  Beneficiary receives a death benefit upon the death of the Owner
prior  to  the  Annuity  Start  Date.  Please  see  "Ownership,  Annuitant,  and
Beneficiary Provisions" on page 9 and "Death Benefit Provisions" on pages 14 and
15.

FIXED ACCOUNT
The Fixed Account is part of the Company's general account.  The Company manages
the general account and guarantees that it will credit interest on Fixed Account
Contract  Value at an annual rate at least equal to the  Guaranteed  Rate.  This
Rate is shown on page 3.

GUARANTEE PERIOD
Current  Interest,  if  declared,  is fixed for  rolling  periods of one or more
years, referred to as Guarantee Periods. The Company may offer Guarantee Periods
of different  durations.  The Guarantee Period that applies to any Fixed Account
Contract  Value:  1) starts on the date that such Contract Value is allocated to
the Fixed Account  pursuant to: (a) a Purchase  Payment Received by the Company;
or (b) a Transfer to the Fixed Account;  and 2) ends on the last day of the same
month in the year in which the  Guarantee  Period  expires.  When any  Guarantee
Period  expires,  a new Guarantee  Period shall start for such Contract Value on
the date  that  follows  such  expiration  date.  Such  period  shall end on the
immediately  preceding date in the year in which the Guarantee  Period  expires.
For example, assuming a one-year Guarantee Period, Contract Value transferred to
the Fixed Account on June 1 would have a Guarantee  Period starting on that date
and ending on June 30 of the  following  year. A new  Guarantee  Period for such
Contract  Value  would  start  on July 1 of that  year and end on June 30 of the
following year.

HOME OFFICE
The address of the  Company's  Home Office is Security  Benefit  Life  Insurance
Company, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

ISSUE DATE
The Issue Date is the date the Company uses to  determine  the date the Contract
becomes  incontestable.   The  Issue  Date  is  shown  on  Page  3.  Please  see
"Incontestability" on page 7.

JOINT OWNER
The Joint Owner,  if any,  shares an undivided  interest in the entire  Contract
with the Owner.  The Joint Owner,  if any, is named on page 3. Please see "Joint
Ownership" provisions on page 9.

NONNATURAL PERSON
Any group or entity that is not a living person, such as a trust or corporation.

OWNER
The Owner is the person who possesses  all rights under the Contract.  The Owner
is named on page 3. Please see "Ownership" provisions on page 9.

PREMIUM TAX
Any Premium Taxes levied by a state or other governmental entity will be charged
against this Contract.  When Premium Tax is assessed after the Purchase  Payment
is applied, it will be deducted as described on page 3.

PURCHASE PAYMENT
A Purchase Payment is money Received by the Company and applied to the Contract.

RECEIVED BY THE COMPANY
The phrase  "Received by the Company" means receipt by the Company in good order
at its Home Office, (700) SW Harrison Street, Topeka, Kansas 66636-0001.

                                       5
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT
Variable  Annuity  Account VIII (the "Separate  Account") is a separate  account
established and maintained by the Company under Kansas law. The Separate Account
is registered with the Securities and Exchange  Commission  under the Investment
Company  Act of 1940  as a Unit  Investment  Trust.  It was  established  by the
Company to support  variable annuity  contracts.  The Company owns the assets of
the  Separate  Account and  maintains  them apart from the assets of its general
account and its other separate accounts. The assets held in the Separate Account
equal to the  reserves  and  other  Contract  liabilities  with  respect  to the
Separate  Account may not be charged  with  liabilities  arising  from any other
business the Company may conduct.

Income and realized and unrealized  gains and losses from assets in the Separate
Account are credited to, or charged against, the Separate Account without regard
to the income,  gains or losses from the Company's  general account or its other
separate  accounts.  The Separate Account is divided into  Subaccounts  shown on
page 3. Income and realized and unrealized  gains and losses from assets in each
Subaccount are credited to, or charged against, the Subaccount without regard to
income,  gains or losses in the other Subaccounts.  The Company has the right to
transfer to its general  account any assets of the Separate  Account that are in
excess of the  reserves  and other  Contract  liabilities  with  respect  to the
Separate  Account.  The value of the  assets  in the  Separate  Account  on each
Valuation Date are determined at the end of each Valuation Date.

SUBACCOUNT NET ASSET VALUE
The Subaccount Net Asset Value is equal to: 1) the net asset value of all shares
of the underlying mutual fund held by the Subaccount;  plus 2) any cash or other
assets; less 3) all liabilities of the Subaccount.

SUBACCOUNTS
The  Separate  Account is divided  into  Subaccounts  which  invest in shares of
mutual  funds.  Each  Subaccount  may invest  its assets in a separate  class or
series of a designated  mutual fund or funds.  The Subaccounts are shown on page
3. Subject to the regulatory  requirements  then in force,  the Company reserves
the right to:

1. change or add designated mutual fund or other investment vehicles.
2. add, remove or combine Subaccounts.
3. add, delete or make  substitutions  for securities that are held or purchased
   by the Separate Account or any Subaccount.
4. operate the Separate Account as a management investment company.
5. combine the assets of the Separate  Account with other  Separate  Accounts of
   the Company or an affiliate thereof.
6. restrict or eliminate any voting rights of the Owner with respect to the
   Separate Account or other persons who have voting rights as to the Separate
   Account; and
7. terminate and liquidate any Subaccount.

If any of these changes result in a material change to the Separate Account or a
Subaccount,  the Company  will notify the Owner of the change.  The Company will
not change the  investment  policy of any  Subaccount  in any  material  respect
without  complying  with  the  filing  and  other  procedures  of the  insurance
regulators  of the state of  issue.

VALUATION DATE
A Valuation  Date is each day the New York Stock Exchange and the Company's Home
Office are open for  business.

VALUATION PERIOD
A Valuation  Period is the interval of time from one Valuation  Date to the next
Valuation Date.

V6025 C (1-97)                         6
<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT
The entire Contract between the Owner and the Company consists of this Contract,
the attached  Application,  and any  Amendments,  Endorsements  or Riders to the
Contract.  All statements made in the Application will, in the absence of fraud,
as ruled by a court of competent jurisdiction, be deemed representations and not
warranties.  The Company will use no statement made by or on behalf of the Owner
or the Annuitant to void this Contract unless it is in the written  Application.
Any  change in the  Contract  can be made only with the  written  consent of the
President,  a Vice  President,  or the  Secretary of the Company.

The Purchase  Payment(s) and the Application  must be acceptable to the Company
under its rules and practices. If they are not, the Company's liability shall be
limited to a return of the Purchase Payment(s).

COMPLIANCE
The  Company  reserves  the right to make any change to the  provisions  of this
Contract  to comply  with or give the Owner the  benefit of any federal or state
statute, rule or regulation.  This includes, but is not limited to, requirements
for annuity  contracts under the Internal Revenue Code or the laws of any state.
The Company  will provide the Owner with a copy of any such change and will also
file such a change with the insurance regulatory officials of the state in which
the Contract is delivered.

MISSTATEMENT OF AGE AND SEX
If the  age or sex of the  Annuitant  has  been  misstated,  payments  shall  be
adjusted,  when allowed by law, to the amount which would have been provided for
the correct age or sex.  Proof of the age of an Annuitant may be required at any
time, in a form suitable to the Company.  If payments have already commenced and
the misstatement  has caused an  underpayment,  the full amount due will be paid
with the next scheduled payment.  If the misstatement has caused an overpayment,
the amount due will be deducted from one or more future payments.

EVIDENCE OF SURVIVAL
When any payments under this Contract depend on the payee being alive on a given
date, proof that the payee is living may be required by the Company.  Such proof
must be in a form accepted by the Company,  and may be required  prior to making
the payments.

INCONTESTABILITY
This  Contract  will not be  contested  after it has been in force for two years
from the Issue Date during the life of the Owner.

ASSIGNMENT
Please refer to page 3 to see if this  Contract  may be  assigned.  If it may be
assigned,  no Assignment  under this Contract is binding unless  Received by the
Company in writing.  The Company  assumes no  responsibility  for the  validity,
legality, or tax status of any Assignment. The Assignment will be subject to any
payment  made or other  action  taken by the Company  before the  Assignment  is
Received by the  Company.  Once filed,  the rights of the Owner,  Annuitant  and
Beneficiary  are  subject  to the  Assignment.  Any claim is subject to proof of
interest of the assignee.

                                       7
<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued
- --------------------------------------------------------------------------------

TRANSFERS
The Owner may Transfer  Contract  Value among the Fixed Account and  Subaccounts
subject to the following.

Transfers are not allowed  within 30 days of the Annuity  Start Date.  After the
Annuity  Start  Date,  for  Annuity  Options 1 through 4, 7 and 8, the Owner may
Transfer Contract Value only among Subaccounts.

The  Company  reserves  the right to: 1) limit the amount that may be subject to
Transfer to $1,000,000 per Transfer without Home Office  approval;  2) limit the
number of Transfers allowed each Contract Year to 14; and 3) suspend  Transfers.
Transfers must be at least $500.00 or, if less:  (i) the remaining  balance in a
Subaccount,  or (ii) the amount of Fixed  Account  Contract  Value the Guarantee
Period of which expires in the calendar month in which the Transfer is effected.

Contract  Value may be  transferred  from the Fixed  Account only: 1) during the
calendar month in which the applicable  Guarantee Period expires; 2) pursuant to
an Automatic Transfer.  Transfers of Fixed Account Contract Value shall be made:
1) first  from  Fixed  Account  Contract  Value for which the  Guarantee  Period
expires during the calendar month in which the Transfer is effected;  2) then in
the order that starts with Fixed  Account  Contract  Value which has the longest
amount of time before its Guarantee Period expires;  and 3) ends with that which
has the least amount of time before its Guarantee Period expires.

The  Company  will  effect a Transfer to or from a  Subaccount  on the basis of
Accumulation  Unit Value (or Annuity  Unit Value)  determined  at the end of the
Valuation  Period in which the Transfer is  effected.  The Company will effect a
Transfer from the Fixed Account on the basis of Fixed Account  Contract Value at
the end of the Valuation Period in which the Transfer is effected.

The Company  reserves the right to delay Transfers from the Fixed Account for up
to 6 months as required  by most  states.  The Company  will notify you if there
will be a delay.

CLAIMS OF CREDITORS
The Contract  Value and other  benefits  under this Contract are exempt from the
claims of creditors of the Owner to the extent allowed by law.

NONFORFEITURE VALUES
The Death  Benefits,  Withdrawal  Values and Annuity Payout Values will at least
equal the  minimum  required  by law.

PARTICIPATION
The Company is a mutual life insurance company.  Therefore, it pays dividends on
some of its contracts.  However, the Company does not expect dividends to become
payable on this  Contract.  At the end of each  Contract  Year the Company  will
determine the Contract's  dividend,  if any. The Owner may choose to have it: 1)
added to the  Contract  Value;  or 2) paid in cash.  If no choice  is made,  any
dividend will be added to the Contract Value.

STATEMENTS
At least once each Contract  Year the Owner shall be sent a statement  including
the current Contract Value and any other information  required by law. The Owner
may send a written request for a statement at other  intervals.  The Company may
charge a reasonable fee for such statements.

V6025 D (1-97)                         8
<PAGE>


- --------------------------------------------------------------------------------
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP
During the Owner's lifetime, all rights and privileges under the Contract may be
exercised only by the Owner.  If the purchaser  names someone other than himself
or herself as Owner,  the purchaser has no rights in the Contract.  No Owner may
be older than age 90 on the Contract Date.

JOINT OWNERSHIP
If a Joint  Owner is named in the  application,  then the Owner and Joint  Owner
share an undivided  interest in the entire Contract as joint tenants with rights
of survivorship. When an Owner and Joint Owner have been named, the Company will
honor only requests for changes and the exercise of other Ownership  rights made
by both the Owner and Joint Owner.  When a Joint Owner is named,  all references
to "Owner"  throughout  this Contract should be construed to mean both the Owner
and Joint Owner, except for the "Statements"  provision on page 8 and the "Death
Benefit Provisions" on pages 14 and 15.

ANNUITANT
The  Annuitant is named on page 3. The Owner may change the  Annuitant  prior to
the Annuity Start Date.  The request for this change must be made in writing and
Received  by the Company at least 30 days prior to the  Annuity  Start Date.  No
Annuitant may be named who is more than 90 years old on the Contract Date.  When
the Annuitant  dies prior to the Annuity  Start Date,  the Owner must name a new
Annuitant within 30 days or, if sooner,  by the Annuity Start Date, except where
the Owner is a Nonnatural  Person.  If a new  Annuitant is not named,  the Owner
becomes the Annuitant.

PRIMARY AND SECONDARY BENEFICIAIRES
The Primary Beneficiary is named on page 3. The Owner may change any Beneficiary
as  described in  "Ownership  and  Beneficiary  Changes"  below.  If the Primary
Beneficiary  dies prior to the Owner,  the  Secondary  Beneficiary  becomes  the
Primary Beneficiary.  Unless the Owner directs otherwise,  when there are two or
more Primary Beneficiaries, they will receive equal shares.

OWNERSHIP AND BENEFICIARY CHANGES
Subject to the terms of any existing Assignment, the Owner may name a new Owner,
a new Primary  Beneficiary  or a new  Secondary  Beneficiary.  Any new choice of
Owner,  Primary  Beneficiary  or  Secondary  Beneficiary  will  revoke any prior
choice.  Any change must be made in writing and recorded at the Home Office. The
change  will  become  effective  as of the date the  written  request is signed,
whether  or not the Owner is living at the time the  change is  recorded.  A new
choice of Primary  Beneficiary  or Secondary  Beneficiary  will not apply to any
payment made or action taken by the Company  prior to the time it was  recorded.
The Company may require the  Contract be returned so these  changes may be made.

- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

FLEXIBLE PURCHASE PAYMENTS
The Contract becomes in force when the initial Purchase Payment is applied.  The
Owner is not required to continue  Purchase  Payments in the amount or frequency
originally  planned.  The Owner  may:  1)  increase  or  decrease  the amount of
Purchase Payments, subject to any Contract limits; or 2) change the frequency of
Purchase Payments. A change in frequency or amount of Purchase Payments does not
require a written request.

PURCHASE PAYMENT LIMITATIONS
Purchase  Payments  exceeding $1,000,000  will not be accepted  without
prior approval by the Company. The Minimum Subsequent Purchase Payment amount is
shown on page 3.

                                       9
<PAGE>


- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

PURCHASE PAYMENT ALLOCATION
Purchase  Payments may be allocated among the Fixed Account and the Subaccounts.
Purchase Payments will be allocated according to the Owner's instructions in the
Application or more recent  instructions,  if any. Each  allocation to the Fixed
Account and the  Subaccounts  must be at least 1% of the Purchase  Payment.  The
allocations must be whole percentage  amounts and must total 100%. The Owner may
change the allocations by written notice to the Company.

PLACE OF PAYMENT
All Purchase  Payments  under this Contract are to be paid to the Company at its
Home Office. Purchase Payments after the initial Purchase Payment are applied as
of the end of the  Valuation  Period  during  which  they  are  Received  by the
Company.

- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS
- --------------------------------------------------------------------------------

CONTRACT VALUE
On any  Valuation  Date,  the  Contract  Value is the sum of:  (1) the  Separate
Account  Contract Value;  and (2) the Fixed Account  Contract Value. At any time
after the first  Contract  Year and before the Annuity  Start Date,  the Company
reserves the right to pay to the Owner the Contract Value as a lump sum if it is
below $5,000.

FIXED ACCOUNT CONTRACT VALUE
On any Valuation  Date,  the Fixed Account  Contract Value is equal to the first
Purchase Payment allocated under the Contract to the Fixed Account.

PLUS:

1. any  other Purchase  Payments  allocated  under  the  Contract  to the Fixed
   Account.

2. any Transfers from the Separate  Account to the Fixed  Account;  and

3. any interest credited to the Fixed Account.

LESS:

1. any Withdrawals  and applicable  Withdrawal  Charges  deducted from the Fixed
   Account;

2. any Transfers from the Fixed Account to the Separate Account;

3. any applicable  Premium Taxes;

4. any Fixed Account Contract Value which is applied to any of Annuity Options 1
   through 4, 7 and 8; and

5. any Annuity Payments made under Annuity Options 5 and 6.

FIXED ACCOUNT INTEREST CREDITING
The Company shall credit  interest on Fixed Account  Contract Value at an annual
rate at least equal to the  Guaranteed  Rate shown on page 3. Also,  the Company
may in its sole  judgment  credit  Current  Interest  at a rate in excess of the
Guaranteed  Rate.  The rate of Current  Interest,  if  declared,  shall be fixed
during the Guarantee  Period.  Fixed Account  Contract  Value shall earn Current
Interest  during  each  Guarantee  Period at the rate,  if any,  declared by the
Company on the first day of the Guarantee Period.

The Company may credit Current Interest on Contract Value that was allocated or
transferred  to the Fixed  Account  during one period at a  different  rate than
amounts  allocated or transferred to the Fixed Account in another period.  Also,
the  Company may credit  Current  Interest on Fixed  Account  Contract  Value at
different rates based upon the length of the Guarantee Period. Therefore, at any
time,  portions of Fixed Account  Contract Value may be earning Current Interest
at  different  rates  based upon the period  during  which  such  portions  were
allocated or  transferred  to the Fixed  Account and the length of the Guarantee
Period.

V6025 E (1-97)                          10
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (Continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT CONTRACT VALUE
On any Valuation  Date,  the Separate  Account  Contract Value is the sum of the
then current value of the  Accumulation  Units  allocated to each Subaccount for
this Contract.

ACCUMULATION UNIT VALUE
The initial  Accumulation  Unit Value for each Subaccount was set at ($10).  The
Accumulation Unit Value for any subsequent  Valuation Date is equal to (1) times
(2) where:

1. is Accumulation  Unit  Value  determined  on the  immediately  preceding
   Valuation Date; and

2. is the Net Investment  Factor on the Valuation Date with respect to which the
   Accumulation  Unit Value is being  determined.

NET INVESTMENT FACTOR
The Net  Investment  Factor for any  Subaccount  as of the end of any  Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

1. is equal to:

   a. the net asset value per share of the mutual  fund held in the  Subaccount,
      found as of the end of the current Valuation Period; plus

   b. the per share amount of any dividend or capital gain distributions paid by
      the  Subaccount's  underlying  mutual fund that is not included in the net
      asset value per share; plus or minus

   c. a per share charge or credit for any taxes reserved for, which the Company
      deems to have resulted  from the operation of the Separate  Account or the
      Subaccounts;  operations of the Company with respect to the  Contract;  or
      the payment of premiums or acquisition costs under the Contract.

2. is the net asset value per share of the Subaccount's  underlying  mutual fund
   as of the end of the prior Valuation  Period.

3. is a daily  factor  representing  the  Mortality  and Expense Risk Charge and
   Administration Charge which are deducted from the Separate Account.

Underlying  mutual  funds may  declare  dividends  on a daily basis and pay such
dividends  once a  month.  The Net  Investment  Factor  allows  for the  monthly
reinvestment of these daily dividends.  As described above, the gains and losses
from each Subaccount are credited to or charged against the Subaccounts  without
regard  to the  gains  or  losses  in the  Company  or other  Subaccounts.

The  Accumulation  Unit Value may increase or decrease from one Valuation Period
to the next.

DETERMINING ACCUMULATION UNITS
The number of Accumulation  Units allocated to a Subaccount  under this Contract
is found by dividing:  (1) the amount  allocated to the  Subaccount;  by (2) the
Accumulation Unit Value for the Subaccount as of the end of the Valuation Period
during  which  the  amount  is  applied  under  the  Contract.   The  number  of
Accumulation  Units allocated to a Subaccount under the Contract will not change
as a  result  of  investment  experience.  Events  that  change  the  number  of
Accumulation Units are:

1. Purchase Payments that are applied to the Subaccount.

2. Contract Value that is Transferred into or out of the Subaccount.

3. Withdrawals and any applicable  Withdrawal Charges that are deducted from the
   Subaccount; and

4. Premium Taxes that are deducted from the Subaccount.

                                       11
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (Continued)
- --------------------------------------------------------------------------------

MORTALITY AND EXPENSE RISK CHARGE
The Company will deduct the  Mortality  and Expense Risk Charge shown on page 3.
This charge will be computed and deducted from each Subaccount on each Valuation
Date. This charge is factored into the Accumulation Unit and Annuity Unit Values
on each Valuation Date.

PREMIUM TAX EXPENSE
The  Company  reserves  the  right to  deduct  Premium  Tax when due or any time
thereafter.  Any applicable Premium Taxes will be allocated as described on page
3.

ADMINISTRATION CHARGE
The Company will deduct the  Administration  Charge shown on page 3. This charge
will be computed and deducted from each  Subaccount on each Valuation Date. This
charge is factored into the Accumulation Unit Value on each Valuation Date.

MUTUAL FUND EXPENSES
Each  Subaccount  invests in shares of a mutual  fund.  The net asset  value per
share of each underlying fund reflects the deduction of any investment  advisory
and administration  fees and other expenses of the fund. These fees and expenses
are not deducted from the assets of a Subaccount, but are paid by the underlying
funds. The Owner indirectly bears a pro rata share of such fees and expenses. An
underlying  fund's fees and expenses are not  specified or fixed under the terms
of this Contract.

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

WITHDRAWALS
A full or partial  Withdrawal of Contract Value is allowed at any time while the
Owner is living.  This  provision is subject to any federal or state  Withdrawal
restrictions.

Upon the  Owner's  request  for a full  Withdrawal,  the  Company  will pay the
Withdrawal Value in a lump sum, and the Contract will terminate.

All Withdrawals must meet the following conditions.

1.  The  request  for  Withdrawal  must be Received by the Company in writing or
    under other methods allowed by the Company, if any.

2.  The Owner must apply:  (a) while this Contract is in force; and (b) prior to
    the Annuity Start Date.

3.  The  amount  Withdrawn  must  be at  least  SCORE  ($500.00)  except  that a
    Withdrawal of less than $500.00 is allowed: (i) for Systematic  Withdrawals,
    as discussed on page 13, (ii) for Fixed Account Contract Value the Guarantee
    Period of which  expires  during the calendar  month of the  Withdrawal,  or
    (iii) when terminating the Contract.

A partial  Withdrawal  request  must state the  allocations  for  deducting  the
Withdrawal  from each  Account.  If no  allocation  is  specified,  the  partial
Withdrawal  will be deducted from the Accounts in the order described on page 3,
"Method for  Deductions."  Withdrawals of Fixed Account  Contract Value shall be
made: (1) first from Fixed Account Contract Value for which the Guarantee Period
expires during the calendar month in which the Withdrawal is effected;  (2) then
in the order that starts with Fixed Account Contract Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

WITHDRAWAL VALUE
The Withdrawal Value as of any Valuation Date will be: (1) the Contract Value on
that date;  less (2) any Premium  Taxes due or paid by the Company;  and (3) any
Withdrawal Charges.

V6025 F (1-97)                          12
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

WITHDRAWAL CHARGES
If part or all of the Contract  Value is  Withdrawn,  Withdrawal  Charges may be
applied at the time of Withdrawal.  The Withdrawal Charge is applied to Purchase
Payments  withdrawn.  The amount of the charge is based on the Contract  Year in
which the Withdrawal is made.  See the  Withdrawal  Charges shown on page 3. For
the  purpose of  determining  the  Withdrawal  Charges,  Purchase  Payments  are
withdrawn before Earnings. The Withdrawal Charge will not be assessed against:

1.  any Free Withdrawal amounts;

2.  any Free Systematic Withdrawal amounts;

3.  any amounts remaining after all Purchase Payments are withdrawn;

4.  any Death Benefit;

5.  payments under Annuity Options 1 through 4, 7 and 8; or

6.  payments  under Annuity  Options 5 and 6 provided that Annuity  Payments are
    made for at least 5 years.

The Withdrawal  Charge will be assessed  against Contract Value allocated to the
Subaccounts  and the Fixed Account in the same  proportion as the  Withdrawal is
allocated.

FREE WITHDRAWALS
A Free  Withdrawal  is a  Withdrawal  amount that is not  subject to  Withdrawal
Charges.  The  amount  of  Free  Withdrawal  available  in a  Contract  Year  is
determined as follows. In the first Contract Year, it is equal to: (1)cumulative
Purchase  Payments  made  under  the  Contract;  times  (2) the Free  Withdrawal
Percentage  set forth on page 3; less (3) any Free  Withdrawals,  including  any
Free Systematic  Withdrawals,  made during the Contract Year. The amount of Free
Withdrawal available in subsequent Contract Years is equal to (1) Contract Value
as of the first day of the current  Contract Year; times (2) the Free Withdrawal
Percentage;  less  (3) any  Free  Withdrawals,  including  any  Free  Systematic
Withdrawals,  made during the Contract Year. Unused Free Withdrawal  amounts are
not carried from one Contract Year to the next.

SYSTEMATIC WITHDRAWALS
Systematic  Withdrawals are automatic periodic  Withdrawals from the Contract in
substantially  equal amounts made while the Owner is living prior to the Annuity
Start Date. In order to start  Systematic  Withdrawals,  the Owner must make the
request  in  writing.  Systematic  Withdrawals  are  subject  to any  applicable
Withdrawal  Charges,  except as discussed  under "Free  Systematic  Withdrawals"
below.  The  Minimum  Systematic  Withdrawal  is shown on page 3. The Owner must
choose the type of payment and its frequency.  The Systematic Withdrawal request
must state the allocations for deducting the Withdrawals  from each Account.  If
no allocation is specified,  the Withdrawals  will be deducted from the Accounts
in the order described on page 3, "Method for  Deductions." The payment type may
be: (1) a percentage of Contract Value; (2) a specified  dollar amount;  (3) all
earnings in the Contract; (4) over a fixed period of time; or (5) based upon the
life  expectancy  of the  Owner or the  Owner  and a  Beneficiary.  The  payment
frequency may be: (1) monthly; (2) quarterly; (3) semiannually; or (4) annually.
Systematic  Withdrawals  may be stopped  or  changed  by the Owner  upon  proper
written  request  Received  by the  Company  at least 30 days in  advance of the
requested date of termination or change. The Company reserves the right to stop,
modify, suspend or charge a fee for Systematic Withdrawals at any time.

FREE SYSTEMATIC WITHDRAWALS
Free Systematic  Withdrawals are not subject to a Withdrawal  Charge. The amount
of Free  Systematic  Withdrawals  available in a Contract  Year is determined as
follows: the amount of Systematic  Withdrawals that, when combined with any Free
Withdrawals in the current  Contract Year,  does not exceed the Free  Withdrawal
amount available in that Contract Year.

DATE OF REQUEST
The Company will effect a Withdrawal of Separate  Account  Contract Value on the
basis of  Accumulation  Unit  Value  determined  as of the end of the  Valuation
Period in which all the required  information  is Received by the  Company.  The
Company will effect Systematic Withdrawals of Separate Account Contract Value on
the basis of Accumulation  Unit Value  determined as of the end of the Valuation
Period in which such Withdrawal is scheduled.

                                       13
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (continued)
- --------------------------------------------------------------------------------

PAYMENT OF WITHDRAWAL BENEFITS
The  Company  reserves  the right to  suspend a Transfer  or delay  payment of a
Withdrawal from the Separate Account for any period:

1.  when the New York Stock Exchange is closed; or

2.  when trading on the New York Stock Exchange is restricted; or

3.  when an emrgency  exists as a result of which:  (a)  disposal of  securities
    held in the Separate Account is not reasonably practicable; or (b) it is not
    reasonably  practicable  to  fairly  value the net  assets  of the  Separate
    Account; or

4.  during any other  period when the  Securitie  and  Exchange  Commission,  by
    order, so permits to protect owners of securities.

Rules and  regulations of the Securities and Exchange  Commission will govern as
to whether the conditions set forth above exist.

The Company further reserves the right to delay payment of a Withdrawal from the
Fixed Account for up to six months as required by most states.  The Company will
notify you if there will be a delay.

- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

DEATH BENEFIT
If any Owner dies prior to the Annuity  Start Date, a Death Benefit will be paid
to the Designated Beneficiary when due Proof of Death and instructions regarding
payment are Received by the Company.  If an Owner is a Nonnatural  Person,  then
the Death Benefit will be paid in the event of the death of the Annuitant or any
joint Owner that is a natural  person prior to the Annuity Start Date.  Further,
if an Owner is a Nonnatural  Person, the amount of the death benefit is based on
the age of the  Annuitant  or any joint  Owner  that is a natural  person on the
Issue Date.

If the age of each Owner was 75 or younger on the Issue Date,  the Death Benefit
will be the greatest of: (1) the sum of all Purchase Payments,  less any Premium
Taxes due or paid by the Company  and less the sum of all  partial  Withdrawals;
(2) the Contract Value on the date due Proof of Death and instructions regarding
payment are Received by the Company,  less any Premium  Taxes due or paid by the
Company; or (3) the Stepped-Up Death Benefit described below.

The Stepped-Up Death Benefit is:

1.  the largest Death Benefit on any Contract  Anniversary that is both an exact
    multiple of four and occurs prior to the oldest Owner reaching age 76; plus

2.  any  Purchase   Payments  received  since  the  applicable  fourth  Contract
    Anniversary; less

3.  any reductions  caused by Withdrawals  since the applicable  fourth Contract
    Anniversary; less

4.  any Premium Taxes due or paid by the Company.

If the age of any  Owner on the Issue  Date was 76 or older,  or if due proof of
death  (regardless  of the age of any Owner on the Issue Date) and  instructions
regarding  payment are not Received by the Company within six months of the date
of the Owner's  death,  the Death Benefit will be: (1) the Contract  Value as of
the end of the Valuation Period during which due Proof of Death and instructions
regarding payment are Received by the Company; less (2) any Premium Taxes due or
paid by the Company.

V6025 G (1-97)                         14
<PAGE>


- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

DEATH BENEFIT  (continued)
If a lump sum payment is requested,  the payment will be made in accordance with
any laws and  regulations  that  govern  the  payment  of  Death  Benefits.  The
Designated  Beneficiary  may elect to receive  the Death  Benefit in the form of
annuity payments under one of the Annuity  Options,  subject to any requirements
under applicable law.

PROOF OF DEATH
Any of the following will serve as Proof of Death.

1. certified copy of the death certificate

2. certified  decree of a court of competent  jurisdiction  as to the finding of
   death.

3. written statement by a medical doctor who attended the deceased Owner; or

4. any proof accepted by the Company.

DISTRIBUTION RULES
The entire Death  Benefit  with any interest  shall be paid within 5 years after
the  death of any  Owner,  except  as  provided  below.  In the  event  that the
Designated  Beneficiary  elects an  Annuity  Option,  the length of time for the
payment period may be longer than 5 years if: (1) the Designated  Beneficiary is
a natural  person;  (2) the Death  Benefit is paid out under  Annuity  Options 1
through 8; (3)  payments are made over a period that does not exceed the life or
life expectancy of the Designated  Beneficiary;  and (4) Annuity  Payments begin
within one year of the death of the Owner. If the deceased Owner's spouse is the
sole  Designated  Beneficiary,  the  spouse  shall  become the sole Owner of the
Contract.  He or she may  elect to:  (1) keep the  Contract  in force  until the
sooner of the spouse's death or the Annuity Start Date; or (2) receive the Death
Benefit.

If any Owner dies after the Annuity Start Date,  Annuity Payments shall continue
to be paid at least as rapidly  as under the method of payment  being used as of
the date of the  Owner's  death.

If the Owner is a  Nonnatural  Person,  the  distribution  rules set forth above
apply in the event of the death of, or a change in, the Annuitant. This Contract
is deemed to incorporate any provision of Section 72(s) of the Internal  Revenue
Code of 1986, as amended (the "Code"), or any successor provision. This Contract
is also deemed to incorporate any other  provision of the Code deemed  necessary
by the Company,  in its sole  judgment,  to qualify this Contract as an annuity.
The application of the  distribution  rules will be made in accordance with Code
section 72(s), or any successor provision,  as interpreted by the Company in its
sole judgment.

The  foregoing  distribution  rules do not apply to a  Contract  which  is:  (1)
provided  under a plan described in Code section  401(a);  (2) described in Code
section  403(b);  (3) an  individual  retirement  annuity or  provided  under an
individual  retirement account or annuity; or (4) otherwise exempt from the Code
section 72(s) distribution rules.

- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

ANNUITY START DATE
The Owner may choose the  Annuity  Start  Date at the time of  application.  The
Annuity  Start Date may not be prior to the third  Contract  Anniversary.  If no
Annuity Start Date is chosen,  the Company will use the later of: (1) the oldest
Annuitant's  seventieth  birthday;  or (2) the tenth Contract  Anniversary.  The
Annuity  Start  Date  must  be  prior  to the  oldest  Annuitant's  ninety-fifth
birthday.

The  Annuity  Start  Date is the  date  the  first  payment  will be made to the
Annuitant under one of the Annuity Options.

                                       15
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

CHANGE OF ANNUITY START DATE
The Owner may change the Annuity  Start Date subject to approval by the Company.
A request for the change must be made in writing.  The written  request  must be
Received by the Company at least 30 days prior to the new Annuity Start Date and
30 days prior to the previous Annuity Start Date.

ANNUITY START AMOUNT
The Annuity Start Amount is applied to one or more of the Annuity Options listed
on page 18. The Annuity  Start Amount is: (1) the Contract  Value on the Annuity
Start  Date;  less (2) any  Premium  Taxes due or paid by the  Company;  and (3)
Withdrawal  Charges,  if  applicable.  Unless  otherwise  directed by the Owner,
Annuity Start Amount  derived from Fixed Account  Contract Value will be applied
to purchase a Fixed Annuity Option;  that derived from Separate Account Contract
Value will be applied to purchase a Variable Annuity Option.

WITHDRAWAL CHARGES
Withdrawal  Charges are not applied to: (1) Annuity  payments made under Annuity
Options  1-4,  7 and 8; or (2) those  made  under  Annuity  Options 5 and 6 that
provide for payments over a period of at least 5 years.  Withdrawal  Charges are
applied to annuity  payments  under  Annuity  Options 5 and 6 that  provide  for
payments over a period of less than 5 years. Any Withdrawal  Charges are applied
on the  Annuity  Start Date to that  portion of Contract  Value that  represents
Purchase Payments. See "Withdrawal Provisions" on pages 12-14.

ANNUITY TABLES
Annuity Tables A through C show the guaranteed minimum amount of monthly Annuity
Payment per $1,000 of Annuity  Start  Amount for Annuity  Options 1 through 4, 7
and 8 that applies to the first Variable Annuity Payment and to each payment for
Fixed Annuity Payments. The amount of each Annuity Payment for Annuity Options 1
through 4 and 8 will depend on the  Annuitant's sex and age on the Annuity Start
Date.

Tables A and B assume 1900 as the year of birth of the annuitant.  To use Tables
A and for an  Annuitant  born  after  1900,  the  actual  age is  reduced by 0.1
(one-tenth)  of a year for each  year the  year of birth  exceeds  1900.  For an
annuitant with a birth year prior to 1900, the actual age is increased in a like
manner.  The actual age (in completed  months) reduced or increased  becomes the
"adjusted age of the  Annuitant."  The  guaranteed  payout rate is then found by
interpolating  the  Annuitant's  adjusted age between the ages shown in Tables A
and B.  Tables A and B are based on the 1983  Table "A"  mortality  table and an
interest  rate of 3.5% per year.  On request the Company will furnish the amount
of monthly Annuity Payment per $1,000 applied for any ages not shown.

For Annuity Options 5 through 7, annuity rates based on age and sex are not used
to calculate annuity payments. Annuity Payments for Options 5 and 6 are computed
without reference to the Annuity Tables.

ANNUITY PAYMENTS
The Annuity  Option is shown on page 3. The Owner may choose any form of Annuity
Option that is allowed by the Company. The Owner may choose an Annuity Option by
written  request.  This request must be Received by the Company at least 30 days
prior to the Annuity Start Date.  Several Annuity Options are listed on page 18.
No Annuity  Option can be selected  that  requires the Company to make  periodic
payments  of less than  $100.00.  If no  Annuity  Option is chosen  prior to the
Annuity Start Date,  the Company will use Life with 10-Year Fixed Period Option.
Each Annuity Option allows for making Annuity Payments  annually,  semiannually,
quarterly or monthly.

CHANGE OF ANNUITY OPTION
Prior to the Annuity Start Date, the Owner may change the Annuity Option chosen.
The Owner must  request the change in writing.  This request must be Received by
the Company at least 30 days prior to the Annuity Start Date.

V6025 H (1-97)                          16
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

FIXED ANNUITY PAYMENTS
With respect to Fixed Annuity Payments,  the amounts shown on the Tables are the
guaranteed  minimum for each Annuity  Payment for Annuity Options 1 through 4, 7
and 8.

VARIABLE ANNUITY PAYMENTS
With respect to Variable Annuity Payments, the amount shown on the Tables is the
guaranteed minimum first Annuity Payment,  based on the assumed interest rate of
3.5% for  Annuity  Options 1  through  4, 7 and 8. The  amount  of each  Annuity
Payment after the first for these options is computed by means of Annuity Units.

ANNUITY UNITS
The number of Annuity  Units is found by dividing the first  Annuity  Payment by
the Annuity Unit Value for the selected  Subaccount  on the Annuity  Start Date.
The number of Annuity Units for the Subaccount then remains  constant,  unless a
Transfer of Annuity Units is made. After the first Annuity  Payment,  the dollar
amount of each  subsequent  Annuity  Payment  is equal to the  number of Annuity
Units times the  Annuity  Unit Value for the  Subaccount  on the due date of the
Annuity Payment.

The Annuity Unit Value for each  Subaccount was first set at $1.00.  The Annuity
Unit  Value for any  subsequent  Valuation  Date is equal to (a) times (b) times
(c), where:

(a) is the Annuity Unit Value on the immediately preceding Valuation Date;

(b) is the Net Investment Factor for the Valuation Date;

(c) is a daily  factor used to adjust for an assumed  interest  rate of 3.5% per
    year used to determine the Annuity  Payment  amounts.  The assumed  interest
    rate is reflected in the Annuity Tables.

NET INVESTMENT FACTOR
The Net  Investment  Factor for any  Subaccount  as of the end of any  Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

1. is equal to:

   a. the net asset value per share of the mutual  fund held in the  Subaccount,
      found as of the end of the current Valuation Period; plus

   b. the per share amount of any dividend or capital gain distributions paid by
      the  Subaccount's  underlying  mutual fund that is not included in the net
      asset value per share; plus or minus

   c. a per share charge or credit for any taxes reserved for, which the Company
      deems to have resulted  from the operation of the Separate  Account or the
      Subaccounts;  the  operations of the Company with respect to the Contract;
      or the payment of premium or acquisition costs under the Contract.

2. is the net asset value per share of the Subaccount's  underlying  mutual fund
   as of the end of the prior Valuation Period.

3. is a daily factor representing the Mortality and Expense Risk Charge which is
   deducted from the Separate Account.

Underlying  mutual  funds may  declare  dividends  on a daily basis and pay such
dividends  once a  month.  The Net  Investment  Factor  allows  for the  monthly
reinvestment of these daily dividends.  As described above, the gains and losses
from each  Subaccount  are credited or charged  against the  Subaccount  without
regard to the gains or losses in the Company or other Subaccounts.

ALTERNATE ANNUITY OPTION RATES
The  Company  may,  at the time of  election  of an Annuity  Option,  offer more
favorable rates in lieu of the guaranteed rates shown in the Annuity Tables.

                                       17
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

ANNUITY OPTIONS

OPTION 1
LIFE OPTION: This option provides payments for the life of the Annuitant.  Table
A shows some of the guaranteed rates for this option.

OPTION 2
LIFE WITH FIXED PERIOD OPTION: This option provides payments for the life of the
Annuitant. A fixed period of 5, 10, 15 or 20 years may be chosen.  Payments will
be made to the end of this period even if the Annuitant dies prior to the end of
the period.  If the Annuitant dies before  receiving all the payments during the
fixed period, the remaining payments will be made to the Designated Beneficiary.
Table A shows some of the guaranteed rates for this option.

OPTION 3
LIFE WITH INSTALLMENT OR UNIT REFUND OPTION:  This option provides  payments for
the life of the  Annuitant,  with a period  certain  determined  by dividing the
Annuity  Start  Amount by the  amount of the first  payment.  A fixed  number of
payments will be made even if the Annuitant  dies. If the Annuitant  dies before
receiving the fixed number of payments,  any remaining  payments will be made to
the Designated Beneficiary.  Table A shows some of the guaranteed rates for this
option.

OPTION 4
JOINT AND LAST SURVIVOR OPTION:  This option provides  payments for the life of
the  Annuitant and Joint  Annuitant.  Payments will be made as long as either is
living. Table B shows some of the guaranteed rates for this option.

OPTION 5
FIXED PERIOD OPTION:  This option provides  payments for a fixed number of years
between 5 and 20. If the Contract Value is held in the Fixed  Account,  then the
amount of the payments  will vary as a result of the interest  rate (as adjusted
periodically)  credited on the Fixed  Account.  This rate is guaranteed to be no
less than the Guaranteed  Rate shown on page 3. If the Contract Value is held in
the Separate  Account,  then the amount of the payments will vary as a result of
the investment  performance of the Subaccounts chosen. If all the Annuitants die
before  receiving the fixed number of payments,  any remaining  payments will be
made to the Designated Beneficiary.

OPTION 6
FIXED PAYMENT OPTION:  This option provides a fixed payment amount.  This amount
is paid until the amount applied, including daily interest adjustments, is paid.
If the Contract Value is held in the Fixed Account,  then the number of payments
will vary as a result of the interest rate (as adjusted  periodically)  credited
on the Fixed Account.  This rate is guaranteed to be no less than the Guaranteed
Rate shown on page 3. If the  Contract  Value is held in the  Separate  Account,
then the number of payments will vary as a result of the investment  performance
of the Subaccounts  chosen.  If all the Annuitants die before  receiving all the
payments, any remaining payments will be made to the Designated Beneficiary.

OPTION 7
PERIOD CERTAIN OPTION:  This option  provides  payments for a fixed period of 5,
10, 15 or 20 years.  Payments will be made until the end of this period.  If the
Annuitant  dies prior to the end of the period,  the remaining  payments will be
made to the Designated  Beneficiary.  Table C shows some of the guaranteed rates
for this option.

OPTION 8
JOINT AND CONTINGENT SURVIVOR OPTION: This option provides payments for the life
of the primary Annuitant. Payments will be made to the primary Annuitant as long
as he or she is living.  Upon the death of the primary Annuitant,  payments will
be made to the  contingent  Annuitant  as  long as he or she is  living.  If the
contingent  Annuitant is not living upon the death of the primary Annuitant,  no
payments  will be made to the  contingent  Annuitant.  Table B shows some of the
guaranteed rates for this option.

V6025 I (1-97)                           18
<PAGE>


                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                    TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED

                                     Option Two
  Adjusted      Option One      Life with Fixed Period          Option Three
    Age            Life        5       10      15      20           Unit
of Annuitant       Only      Years   Years   Years   Years         Refund
- --------------------------------------------------------------------------------
   MALE
    55             4.99       4.97    4.91    4.80    4.66          4.73
    56             5.09       5.07    5.00    4.88    4.72          4.81
    57             5.20       5.17    5.10    4.97    4.78          4.90
    58             5.32       5.29    5.20    5.05    4.85          4.99
    59             5.44       5.41    5.31    5.14    4.91          5.08

    60             5.57       5.53    5.42    5.23    4.97          5.18
    61             5.71       5.67    5.54    5.33    5.04          5.29
    62             5.86       5.81    5.67    5.42    5.10          5.40
    63             6.02       5.97    5.80    5.52    5.16          5.51
    64             6.20       6.13    5.94    5.62    5.22          5.63

    65             6.38       6.31    6.08    5.72    5.28          5.76
    66             6.58       6.49    6.23    5.82    5.33          5.90
    67             6.79       6.69    6.38    5.92    5.38          6.04
    68             7.02       6.90    6.54    6.02    5.43          6.19
    69             7.26       7.12    6.71    6.12    5.48          6.35

    70             7.52       7.35    6.87    6.21    5.52          6.52
    71             7.80       7.60    7.05    6.30    5.55          6.69
    72             8.09       7.86    7.22    6.39    5.59          6.88
    73             8.41       8.13    7.40    6.47    5.62          7.07
    74             8.75       8.42    7.57    6.55    5.64          7.27

    75             9.12       8.72    7.75    6.62    5.66          7.49

  FEMALE
    55             4.54       4.53    4.51    4.46    4.38          4.40
    56             4.62       4.61    4.58    4.53    4.44          4.47
    57             4.71       4.70    4.66    4.60    4.51          4.54
    58             4.80       4.79    4.75    4.68    4.57          4.62
    59             4.90       4.88    4.84    4.76    4.64          4.70

    60             5.00       4.99    4.93    4.84    4.70          4.78
    61             5.11       5.09    5.03    4.93    4.77          4.87
    62             5.23       5.21    5.14    5.02    4.84          4.96
    63             5.36       5.33    5.25    5.12    4.91          5.06
    64             5.49       5.46    5.37    5.21    4.98          5.17

    65             5.64       5.60    5.50    5.31    5.05          5.28
    66             5.79       5.75    5.63    5.42    5.12          5.39
    67             5.95       5.91    5.77    5.53    5.19          5.52
    68             6.13       6.08    5.91    5.63    5.25          5.65
    69             6.32       6.26    6.07    5.74    5.32          5.79

    70             6.53       6.46    6.23    5.86    5.37          5.94
    71             6.75       6.67    6.40    5.97    5.43          6.09
    72             6.99       6.89    6.58    6.08    5.48          6.26
    73             7.26       7.13    6.76    6.18    5.52          6.44
    74             7.54       7.39    6.95    6.29    5.57          6.63

    75             7.85       7.67    7.14    6.39    5.60          6.83

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.

                                       19
<PAGE>


                           ANNUITY TABLES (Continued)
- --------------------------------------------------------------------------------
                                    TABLE B
                       SETTLEMENT OPTIONS FOUR AND EIGHT
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

   Adjusted Age of                  Adjusted Age of Male Annuitant       
  Female Annuitant        55        60        62        65        70       75
- --------------------------------------------------------------------------------
        55               4.16      4.27      4.30      4.35      4.42     4.47
        60               4.34      4.51      4.57      4.66      4.78     4.86
        62               4.41      4.61      4.68      4.79      4.94     5.04
        65               4.51      4.76      4.85      4.99      5.20     5.35
        70               4.66      4.99      5.13      5.34      5.67     5.95
        75               4.78      5.19      5.37      5.66      6.16     6.63

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.


- --------------------------------------------------------------------------------
                                    TABLE C
                            SETTLEMENT OPTION SEVEN
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

                                 PERIOD CERTAIN

    5 YEARS              10 YEARS              15 YEARS             20 YEARS
- --------------------------------------------------------------------------------
     18.11                 9.83                  7.1                  5.75

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.

                                       20
<PAGE>


                     A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*  Purchase  Payments may be made until the earlier of the Annuity Start Date or
   termination of the Contract.

*  A Death Benefit may be paid prior to the Annuity Start Date  according to the
   Contract provisions.

*  Annuity  Payments  begin on the  Annuity  Start  Date  using  the  method  as
   specified in this Contract.

* This Contract is Participating.








ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,  WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.  THERE ARE NO
GUARANTEED  MINIMUM  PAYMENTS OR CASH VALUES.  (SEE "CONTRACT  VALUE AND EXPENSE
PROVISIONS" AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)



                                  [SBL LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

<PAGE>


                             TAX-SHELTERED ANNUITY
                                  ENDORSEMENT

TAX-SHELTERED ANNUITY ENDORSEMENT
This Contract is established as a  Tax-Sheltered  Annuity  ("TSA") under Section
403(b) of the  Internal  Revenue  Code of 1986,  as amended  (the "Code") or any
successor  provision,  pursuant  to the  Owner's  request  in  the  application.
Accordingly, this Endorsement is attached to and made part of the Contract as of
its issue date or, if later,  the date shown below. If this is a group contract,
references to the "Owner" and to the "Contract" shall,  respectively,  be deemed
to include the Participant and the Participant's Certificate where appropriate.

TAX-SHELTERED ANNUITY PROVISIONS
To ensure  treatment as a TSA, this Contract will be subject to the requirements
of Code Section 403(b), which are briefly summarized below:

CONTRIBUTION LIMITATIONS
(a) Purchase Payments made on behalf of the Owner pursuant to a salary reduction
    agreement when added to "elective  deferral"  contributions  under all other
    plans,  contracts or arrangements in which the Owner  participates,  may not
    exceed the annual  limitation  on such  contributions  as  provided  in Code
    Section 401(a)(30).

(b) Purchase  Payments  applied  to the  Contract  on behalf of the Owner  which
    exceed the  applicable  "exclusion  allowance"  (within  the meaning of Code
    Section  403(b)(2)) or the  limitations  contained in Code Section 415 shall
    not be excludable from gross income.

(c) Purchase  Payments  that  exceed  any of the  foregoing  limitations  may be
    returned,  distributed or otherwise  corrected using any method  permissable
    under the Code.

NONDISCRIMINATION REQUIREMENTS
(a) Except if this  Contract is purchased  by a "church"  (within the meaning of
    Code  Section  3121(w)),   the  Plan  must  satisfy  the   nondiscrimination
    requirements of Code Section 403(b)(12).

(b) Purchase  Payments not made pursuant to a salary  reduction  agreement  will
    satisfy  the  nondiscrimination  requirements  of  Code  Section  403(b)(12)
    provided   they  satisfy  the   requirements   of  Code  Section   401(a)(4)
    (nondiscrimination  in  contributions),  Code Section  401(a)(5)  (permitted
    disparity),  Code Section  401(a)(17)(annual  limit on  compensation),  Code
    Section  401(m)  (average  contribution  percentage  test) and Code  Section
    410(b) (coverage).

(c) Purchase Payments made pursuant to a salary reduction agreement will satisfy
    the nondiscrimination  requirements of Code Section 403(b)(12) provided that
    every  employee  of the  Employer  sponsoring  the  Plan,  may elect to make
    Purchase  Payments  of  more  than  $200  pursuant  to  a  salary  reduction
    agreement.

DISTRIBUTION RESTRICTIONS AND REQUIREMENTS
(a) Distributions  attributable  to Purchase  Payments made pursuant to a salary
    reduction  agreement  may be made only when the  Owner  attains  age 59 1/2,
    separates from service, dies, becomes "disabled" (within the meaning of Code
    Section  403(b)(11))  or incurs a  hardship.  A  distribution  made due to a
    hardship may not include income attributable to such Purchase Payments.

6832 A (R9-96)                          1
<PAGE>


(b) Distributions  from this Contract must comply with the minimum  distribution
    and  incidental  death  benefit  requirements  of Code  Section  403(b)(10).
    Accordingly, an Owner's entire interest under the Contract generally must be
    distributed  (or begin to be  distributed)  by April 1 of the calendar  year
    following  the later of (i) the calendar year in which the Owner attains age
    70 1/2, or (ii) the calendar year in which the Owner retires (the  "Required
    Beginning Date").

    Distributions  commencing not later than the Required  Beginning Date may be
    made  over the life of the  Owner or over the  lives of the Owner and his or
    her Designated  Beneficiary (or over a period not extending  beyond the life
    expectancy  of the Owner or the life  expectancy of the Owner and his or her
    Designated Beneficiary).

(c) If the Owner dies before distribution of his or her interest in the Contract
    has begun in  accordance  with  paragraph  (b)  above,  the  Owner's  entire
    interest must be distributed within five years, unless: (i) such interest is
    distributed  to a  Designated  Beneficiary  over  his or her life (or over a
    period not extending beyond such Designated  Beneficiary's life expectancy);
    and (ii) such distribution  begins not later than one year after the Owner's
    surviving spouse,  the date on which the distributions are required to begin
    shall not be earlier  thatn the date on which the Owner would have  attained
    age 70 1/2.

(d) If the Owner dies after distribution of his or her interest in this Contract
    has begun in  accordance  with  paragraph  (b) above but  before  his or her
    entire  interest  has  been  distributed,  the  remaining  interest  must be
    distributed  at least as rapidly as under the method of  distribution  being
    used prior to the Owner's death.

(e) All distributions  must comply with a method of distribution  offered by the
    Company under this Contract.

(f) If the Owner receives a distribution from this Contract that qualifies as an
    "eligible  rollover  distribution"  (within  the  meaning  of  Code  Section
    402(f)(2)(A))  and  elects to have such  distribution  paid  directly  to an
    "eligible retirement plan" (within the meaning of Code Section 402(c)), such
    distribution  shall be made in the form of a direct transfer to the eligible
    retirement plan. The Company may establish  reasonable  administrative rules
    applicable to such direct transfers.

NONFORFEITABILITY
(a) The Owner's  rights under this Contract shall be  nonforfeitable  except for
    failure to pay future Premiums.

(b) This  Contract  may  not  be  transferred,  sold,  assigned  or  pledged  as
    collateral for a loan or as security for the performance fo an obligation or
    for any other purposes to any person other than the Company.

MULTIPLE CONTRACTS
(a) If for any taxable  year an Owner is covered by this  Contract and any other
    TSA, all such contracts shall be treated as a single contract.

                                      2
<PAGE>


PLAN PROVISIONS

The Plan,  including certain Plan provisions required by the Employee Retirement
Income  Security  Act of 1974 or other  applicable  law,  may limit the  Owner's
rights under this Contract. The Plan provisions may:

(a) Limit the Owner's right to make Purchase Payments;

(b) Restrict  the time when the Owner may elect to receive  payments  under this
    Contract;

(c) Require  the  consent of the  Owner's  spouse  before the Owner may elect to
    receive payments under this Contract;

(d) Require that all  distributions  be made in the form of a joint and survivor
    annuity  for the Owner and the  Owner's  spouse  unless  both  consent  to a
    different form of distribution;

(e) Require that the Owner's spouse be the Designated Beneficiary;

(f) Require that the Owner remain  employed by the Employer  sponsoring the Plan
    for a specified period of time before the Owner's rights under this Contract
    become fully vested;  or

(g) Otherwise restrict the Owner's exercise of rights under the Contract or give
    the Employer  sponsoring  the Plan (or a Plan  representative)  the right to
    exercise certain rights on the Owner's behalf.

No such Plan provision shall limit an Owner's rights under this Contract, unless
the  Employer  sponsoring  the  Plan  has  provided  the  Company  with  written
notification  of such  provision.  In no event  shall  any such  Plan  provision
enlarge the Company's obligations under this Contract.

TAX CONSEQUENCES
(a) The Company will not incur any liability or be  responsible  for the timing,
    purpose  or  prorpriety  of any  contribution  or  distribution;  any tax or
    penalty imposed on account of any such contribution or distribution;  or any
    other  failure,  in whole or in part, by the Owner or the Employer to comply
    with the provisions set forth in the Code or any other law.

ADMINISTRATION
The Company  does not act as the  Administrator  of the Plan.  Accordingly,  the
Company will not incur any liability or be responsible for interpreting the Plan
or deciding any questions arising thereunder.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)

6832 A (R9-96)                         3
<PAGE>


NOTICE:  CONSULT YOUR TAX ADVISOR PRIOR TO REQUESTING  THIS BENEFIT.  RECEIPT OF
BENEFITS  UNDER THIS  ENDORSEMENT  MAY BE SUBJECT TO AN IRS 10%  PENALTY  TAX IN
ADDITION TO ANY INCOME TAX THAT MAY BE DUE.


                            WITHDRAWAL CHARGE WAIVER
                                  ENDORSEMENT

ENDORSEMENT
This  Endorsement  is  attached  to and made part of this  Contract/Policy  (the
"Policy") as of: (1) its Issue Date; or (2) if later,  the date shown below. The
Policy is changed by adding the following:

WAIVER OF WITHDRAWAL CHARGES
Security Benefit Life Insurance Company ("SBL") will waive the Withdrawal Charge
on any full or partial  Withdrawal  of Contract  Value/Policy  Value if: (1) the
Owner has been confined to a "Hospital" or "Qualified  Skilled Nursing Facility"
for at  least  90  consecutive  days  immediately  prior  to the  date  of  such
Withdrawal  and is so confined  when the request to withdraw is received by SBL;
(2) such confinement began after the Issue Date; and (3) the request to withdraw
is received along with: (a) a properly  completed  claim form; and (b) a written
statement by a licensed  physician that certifies such  confinement is a medical
necessity and is due to illness or  infirmity.  Such written  statement  must be
approved by SBL.

SBL reserves the right to have the Owner examined by a physician of SBL's choice
and at SBL's  expense to determine  if the Owner is eligible for the  Withdrawal
Charge  Waiver.  SBL  reserves  the right to require  the claim form and written
statement described in 3(a) and (b) above with each request to withdraw.

DEFINITIONS
A  "Hospital"  is:  (1) an  institution  that is  licensed  as such by the Joint
Commission  of  Accreditation  of  Hospitals;   or  (2)  any  lawfully  operated
institution that provides:  (a) in-patient treatment of sick and injured persons
through  medical,  diagnostic  and  surgical  facilities  directed by a staff of
physicians;  and (b) 24 hour  nursing  services.  A "Qualified  Skilled  Nursing
Facility"  must  be  licensed  by  the  state  to  provide,  on a  daily  basis,
convalescent  or  chronic  care for  in-patients  who,  by reason of  illness or
infirmity, are not able to care for themselves.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)


V6051 (3-96)
<PAGE>


NOTICE:  CONSULT YOUR TAX ADVISOR PRIOR TO REQUESTING  THIS BENEFIT.  RECEIPT OF
BENEFITS  UNDER THIS  ENDORSEMENT  MAY BE SUBJECT TO AN IRS 10%  PENALTY  TAX IN
ADDITION TO ANY INCOME TAX THAT MAY BE DUE.


                WAIVER OF WITHDRAWAL CHARGE FOR TERMINAL ILLNESS
                                   ENDORSEMENT

ENDORSEMENT
This  Endorsement  is  attached  to and made part of this  Contract/Policy  (the
"Policy") as of: (1) its Issue Date; or (2) if later,  the date shown below. The
Policy is changed by adding the following:

WAIVER OF WITHDRAWAL  CHARGES
Security Benefit Life Insurance Company ("SBL") will waive the Withdrawal Charge
on any full or partial  Withdrawal  of Contract  Value/Policy  Value if: (1) the
Owner has been diagnosed with a "terminal illness" by a licensed physician;  (2)
such illness was first  diagnosed  after the Issue Date of this Policy;  and (3)
the request to withdraw is received  along with (a) a properly  completed  claim
form  acceptable  to SBL; and (b) a written  statement  by a licensed  physician
certifying  that the Owner has been  diagnosed  with a terminal  illness and the
date that such diagnosis was first made.

SBL reserves the right to have the Owner examined by a physician of SBL's choice
and at SBL's  expense to  determine  if the Owner is eligible  for waiver of the
Withdrawal  Charge. SBL reserves the right to require the claim form and written
statement described in 3(a) and (b) above with each request to withdraw.

DEFINITIONS
A "terminal illness" is an incurable  condition that with a reasonable degree of
medical  certainty  will  result in death  within  one year from the date of the
physician's  statement.  A "licensed  physician" is a medical doctor licensed in
the United States who is: (1) practicing  within the scope of that license;  and
(2) is not the Owner, Annuitant or a person related thereto.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)


V6051 TI (2-97)
<PAGE>


                                  ENDORSEMENT

- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS
- --------------------------------------------------------------------------------

LOAN ENDORSEMENT
This  endorsement  is attached to and made part of your Contract as of its Issue
Date or, if later, the date shown below.  Notwithstanding any other provision of
the Contract to the contrary, the following provisions shall apply.

GENERAL PROVISIONS
Prior to the start of retirement annuity installments (the "maturity date"), the
Company  shall  lend  an  amount  applied  for  to  the  Owner  subject  to  the
limitations,  interest rates,  and repayment  procedures set forth herein and in
the loan agreement between the Owner and the Company.  Any loan applied for must
be for a minimum of $1,000. Only two loans shall be permitted per contract year.
All loans must be repaid as specified  herein before the maturity  date.  Except
for  loans  that  qualify  under  the  Code for a longer  repayment  period,  as
determined  by the  Company,  all loans  must be  repaid  within  five  years of
approval.  All loan  repayments must be scheduled to be paid in equal amounts on
the  same  day of each  month or  quarter.  For  monthly  repayments  the  first
scheduled  repayment may not be later than 30 days after the date of approval of
the  loan  application  by the  Company.  For  quarterly  repayments  the  first
scheduled  repayment may not be later than 90 days after the date of approval of
the loan  application  by the  Company.  Before a loan is  permitted  a  written
application  and loan  agreement  on a form  acceptable  to the Company  must be
Received by the Company.  The Company may postpone final approval or disapproval
of a loan for up to six months after the application for a loan is received.

TAX CONSEQUENCES
The Company makes no representations or guarantees as to the tax consequences of
a loan to the  Owner.  The  Owner  should  consult  his or her tax  counsel  for
specific advice.

MAXIMUM LOAN AMOUNT
The maximum loan amount for all contracts  combined,  is generally  equal to the
lesser of: (1)  $50,000  reduced by the excess of: (a) the  highest  outstanding
loan balance within the preceding  12-month  period ending on the day before the
date the loan is made;  over (b) the  outstanding  loan  balance on the date the
loan is made; or (2) 50% of your account value or $10,000, whichever is greater.
However, in no case can you borrow more than your account value.

LOAN ACCOUNT, AND INTEREST EARNED ON LOAN ACCOUNT
When your loan is approved,  the Company will transfer to an account  within the
Fixed  Amount,  referred  to as the Loan  Account,  an amount  equal to the loan
amount.  Amounts  allocated  to the Loan  Account  earn the  Maximum  Guaranteed
Interest Rate specified in the Contract.

LOAN INTEREST RATE
The Owner must pay interest on the  outstanding  loan  balance.  Interest  shall
accrue  on the  loan  balance  from the  effective  date of any  loan.  The loan
interest rate shall be the Minimum Guaranteed Interest Rate plus 2.5%.

LOAN PAYMENTS
Each loan  payment  must be labeled as such.  If not labeled as a loan  payment,
amounts received by the Company will be treated as Purchase Payments.  Each loan
payment  will  reduce the Loan  Account by the amount the  payment  reduces  the
outstanding loan balance. Amounts which are no longer needed in the Loan Account
will be transferred  to the Fixed Account  and/or the  Subaccounts in accordance
with current  allocation  instructions  for purchase  payments.  The loan may be
repaid in full at any time, in which event, the Loan Account shall be reduced to
$0.


V6846 (R1-97) NON-ERISA
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS (Continued)
- --------------------------------------------------------------------------------

FAILURE TO MAKE PAYMENTS
If any  required  loan  payment is not paid,  within 30 days of the due date for
loans with a monthly  repayment  schedule  or within 90 days of the due date for
loans with a quarterly  repayment  schedule,  the TOTAL OUTSTANDING LOAN BALANCE
will be deemed to be in  default.  The entire  loan  balance,  with any  accrued
interest,  will be  reported to the  Internal  Revenue  Service  ("IRS") on Form
1099-R for the year the  default  occurred.  Once a loan has gone into  default,
regularly scheduled payments will not be accepted.  However,  the principal plus
accrued  interest  may be paid in full at any  time.  Notwithstanding  any other
provision of the Contract or this endorsement to the contrary, no new loans will
be allowed when there is a loan in default.

Interest  will  continue  to accrue on a loan in  default.  You may pay  accrued
interest  each  year  when  notified  by SBL.  If such  interest  is not paid by
December 31st of each year, it will be added to the  outstanding  balance of the
loan and will be reported to the IRS on Form 1099-R.  Account value equal to the
amount of the accrued  interest will be  transferred  to the Loan Account.  If a
loan  continues  to be in  default  when  you  attain  age  59  1/2,  the  total
outstanding  balance will be deducted from your account value. The Contract will
be automatically terminated if the outstanding loan balance on a loan in default
equals or exceeds  the amount for which the  Contract  may be  surrendered.  The
proceeds from the Contract will be used to repay the debt.

WITHDRAWAL VALUE, ANNUITY PAYOUT AMOUNT, AND DEATH BENEFIT
If the Contract is  surrendered,  or if a death  benefit  becomes  payable,  the
amount  otherwise  receivable  will be reduced by the amount of the  outstanding
loan, plus any accrued interest. In addition, no partial withdrawal request will
be processed which would result in the withdrawal of account value from the Loan
Account.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)


<PAGE>


                                  ENDORSEMENT
- --------------------------------------------------------------------------------
                SIMPLE INDIVIDUAL RETIREMENT ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

SIMPLE INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
This Contract is established as a Savings  Incentive Match Plan for Employees of
Small  Employers  Individual  Retirement  Annuity  ("SIMPLE  IRA") as defined in
Section 408 of the Internal Revenue Code of 1986, as amended (the "Code") or any
successor  provision  pursuant  to  the  Owner's  request  in  the  Application.
Accordingly, this endorsement is attached to and made part of the Contract as of
its Issue Date or, if later,  the date shown  below.  Notwithstanding  any other
provisions  of the Contract to the  contrary,  the  following  provisions  shall
apply.

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY
To ensure  treatment  as a SIMPLE  IRA,  this  Contract  will be  subject to the
applicable requirements of Code Section 408, which are briefly summarized below:

1.  The Contract is established for the exclusive benefit of the Owner or his or
    her beneficiaries. The Owner shall be the Annuitant.

2.  The Contract shall be  nontransferable  and the entire interest of the Owner
    in the Contract is nonforfeitable.

3.  Notwithstanding  any  provision  of  the  Contract  to  the  contrary,   the
    distribution  of the Owner's  interest shall be made in accordance  with the
    minimum  distribution  requirements  of Section  401(a)(9)  of the  Internal
    Revenue Code and the regulations thereunder,  including the incidental death
    benefit provisions of Section 1.401(a)(9)-2 of the proposed regulations, all
    of which are herein incorporated by reference.

    The Owner's entire interest in the Contract must be distributed, or begin to
    be distributed, by the Owner's required beginning date, which is the April 1
    following  the calendar year in which the Owner reaches age 70 1/2. For each
    succeeding  year, a distribution  must be made on or before  December 31. By
    the required  beginning date, the Owner may elect to have the balance in the
    account distributed in one of the following forms:

    1)  A single lump sum payment;

    2)  Equal or substantially equal monthly, quarterly, or annual payments over
        the life of the Owner or over the joint and last  survivor  lives of the
        Owner and his or her Designated Beneficiary; or

    3)  Equal or  substantially  equal annual  payments over a specified  period
        that may not be longer than the Owner's life expectancy or the joint and
        last  survivor life  expectancy  of the Owner and his or her  Designated
        Beneficiary.

    An Annuity Option may not be elected with a Fixed Period that will guarantee
    Annuity Payments beyond the life expectancy of the Annuitant and Beneficiary
    and Annuity Payments must be made at least annually and in equal amounts.

    4)  If the Owner dies before his or her interest is distributed,  the entire
        remaining interest will be distributed as follows:

        a.  If the Owner dies on or after distributions have begun under Section
            3, the entire  remaining  interest must be  distributed  at least as
            rapidly as provided under Section 3.


4453C-5S (2-97)
<PAGE>


- --------------------------------------------------------------------------------
SIMPLE INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)
- --------------------------------------------------------------------------------

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY (Continued)
        b.  If the Owner dies before  distributions  have begun under Section 3,
            the entire remaining  interest must be distributed as elected by the
            Owner  or,  if the  Owner  has not so  elected,  as  elected  by the
            Designated Beneficiary or Beneficiaries as follows:

            1)  By December 31 of the year  containing the fifth  anniversary of
                the Owner's death; or

            2)  In equal or  substantially  equal payments over the life or life
                expectancy  of  the  Designated   Beneficiary  or  Beneficiaries
                starting by December  31 of the year  following  the year of the
                Owner's death.  If however,  the  Designated  Beneficiary is the
                Owner's surviving spouse, then this Distribution is not required
                to begin  until  December  31 of the later of: (1) the  calendar
                year immediately  following the calendar year in which the Owner
                died;  or (2) the  calendar  year in which the Owner  would have
                attained age 70 1/2.

5.  An  individual  may  satisfy  the minimum  distribution  requirements  under
    Section  401(a)(9) of the Code by receiving a distribution from one IRA that
    is  equal  to the  amount  required  to  satisfy  the  minimum  distribution
    requirements  for two or more IRAs.  For this  purpose,  the Owner of two or
    more IRAs may use the "alternative method" described in Notice 88-38, 1988-1
    C.B. 524, to satisfy the minimum distribution requirements described above.

6.  Any  refund  of   premiums   (other  than  those   attributable   to  excess
    contributions)  will be  applied  before  the  close  of the  calendar  year
    following  the year of the refund  toward the payment of future  premiums or
    the purchase of additional benefits.

7.  The annual premium shall not exceed amounts allowable under the terms of the
    SIMPLE  plan  described  in  Section  408(p)  of the  Code or any  successor
    provision in which the Owner is a participant.

8.  Transfers  and  rollovers  from  other  SIMPLE  IRAs are  permitted  and are
    excluded from the limit set forth in Section 7.

9.  Notwithdstanding  any Contract provisions to the contrary,  no amount may be
    borrowed  under the  Contract  and no portion may be used as security  for a
    loan.

10. Annuity  payments may not begin before the  Annuitant  attains the age of 59
    1/2 without  incurring a penalty tax except in the  situations  described in
    Section 72(t) of the Code.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)


<PAGE>


                                ENDORSEMENT
- --------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT
This Contract is  established  as an Individual  Retirement  Annuity  ("IRA") as
defined in Section 408 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code")  or any  successor  provision  pursuant  to the  Owner's  request in the
Application.  Accordingly,  this endorsement is attached to and made part of the
Contract   as  of  its  Issue  Date  or,  if  later,   the  date  shown   below.
Notwithstanding  any other  provisions  of the  Contract  to the  contrary,  the
following provisions shall apply.

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY
To ensure treatment as an IRA, this Contract will be subject to the requirements
of Code Section 408, which are briefly summarized below:

1.  The Contract is established for the exclusive benefit of the Owner or his or
    her beneficiaries. The Owner shall be the Annuitant.

2.  The Contract shall be  nontransferable  and the entire interest of the Owner
    in the Contract is nonforfeitable.

3.  Notwithstanding  any  provision  of  the  Contract  to  the  contrary,   the
    distribution  of the Owner's  interest shall be made in accordance  with the
    minimum  distribution  requirements  of Section  401(a)(9)  of the  Internal
    Revenue Code and the regulations thereunder,  including the incidental death
    benefit provisions of Section 1.401(a)(9)-2 of the proposed regulations, all
    of which are herein incorporated by reference.

    The Owner's entire interest in the Contract must be distributed, or begin to
    be distributed, by the Owner's required beginning date, which is the April 1
    following  the calendar year in which the Owner reaches age 70 1/2. For each
    succeeding  year, a distribution  must be made on or before  December 31. By
    the required  beginning date, the Owner may elect to have the balance in the
    account distributed in one of the following forms:

    1)  A single lump sum payment;

    2)  Equal or substantially equal monthly, quarterly, or annual payments over
        the life of the Owner or over the joint and last  survivor  lives of the
        Owner and his or her Designated Beneficiary; or

    3)  Equal or  substantially  equal annual  payments over a specified  period
        that may not be longer than the Owner's life expectancy or the joint and
        last  survivor life  expectancy  of the Owner and his or her  Designated
        Beneficiary.

    An Annuity Option may not be elected with a Fixed Period that will guarantee
    Annuity Payments beyond the life expectancy of the Annuitant and Beneficiary
    and Annuity Payments must be made at least annually and in equal amounts.

    4)  If the Owner dies before his or her entire interest is distributed,  the
        entire remaining interest will be distributed as follows:

        a.  If the Owner dies on or after distributions have begun under Section
            3, the entire  remaining  interest must be  distributed  at least as
            rapidly as provided under Section 3.


V6842 A (1-97)
<PAGE>


- --------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)
- --------------------------------------------------------------------------------

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY (Continued)
        b.  If the Owner dies before  distributions  have begun under Section 3,
            the entire remaining  interest must be distributed as elected by the
            Owner  or,  if the  Owner  has not so  elected,  as  elected  by the
            Designated Beneficiary or Beneficiaries as follows:

            1)  by December 31 of the year  containing the fifth  anniversary of
                the Owner's death; or

            2)  in equal or  substantially  equal payments over the life or life
                expectancy  of  the  Designated   Beneficiary  or  Beneficiaries
                starting by December  31 of the year  following  the year of the
                Owner's death.  If however,  the  Designated  Beneficiary is the
                Owner's surviving spouse, then this Distribution is not required
                to begin  until  December  31 of the later of: (1) the  calendar
                year immediately  following the calendar year in which the Owner
                died;  or (2) the  calendar  year in which the Owner  would have
                attained age 70 1/2.

5.  An  individual  may  satisfy  the minimum  distribution  requirements  under
    Section  401(a)(9) of the Code by receiving a distribution from one IRA that
    is  equal  to the  amount  required  to  satisfy  the  minimum  distribution
    requirements  for two or more IRAs.  For this  purpose,  the Owner of two or
    more IRAs may use the "alternative method" described in Notice 88-38, 1988-1
    C.B. 524, to satisfy the minimum distribution requirements described above.

6.  Any  refund  of   premiums   (other  than  those   attributable   to  excess
    contributions)  will be  applied  before  the  close  of the  calendar  year
    following  the year of the refund  toward the payment of future  premiums or
    the purchase of additional benefits.

7.  The annual  premium  shall not exceed the lesser of $2,000 or 100 percent of
    compensation  ($4,000  or 100  percent  of  compensation  for  Spousal  IRAs
    however,  no more than $2,000 can be  contributed  to either  spouse's IRA),
    except for plans  defined in Section  408(k) of the Code,  for which  annual
    premiums shall not exceed $30,000.

8.  Rollover  contributions from other qualified plans permitted by the Internal
    Revenue Code  Sections  402(c),  403(a)(4),  403(b)(8)  and  408(d)(3),  are
    excluded from the limit set forth in Section 8.

9.  Notwithdstanding  any Contract provisions to the contrary,  no amount may be
    borrowed  under the  Contract  and no portion may be used as security  for a
    loan.

10. Annuity  payments may not begin before the  Annuitant  attains the age of 59
    1/2 without  incurring a penalty tax except in the  situations  described in
    Section 72(t) of the Code.


                                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                 ROGER K. VIOLA
                                                    SECRETARY


________________________________________
      Endorsement Effective Date
      (If Other Than Issue Date)


<PAGE>


                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                  A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS


              FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

In  consideration  for  the  Purchase  Payments  and the  attached  application,
Security Benefit Life Insurance Company (the "Company") will pay the benefits of
this Contract according to its provisions.

LEGAL CONTRACT

PLEASE READ YOUR CONTRACT  CAREFULLY.  It is a legal Contract  between the Owner
and the Company. The Contract's table of contents is on page 2.

FREE LOOK PERIOD-RIGHT TO CANCEL

IF FOR ANY REASON THE OWNER IS NOT SATISFIED WITH THIS  CONTRACT,  THE OWNER MAY
RETURN IT TO THE  COMPANY  WITHIN 10 DAYS  FROM THE DATE OF  RECEIPT.  IT MAY BE
RETURNED BY DELIVERING OR MAILING IT TO THE COMPANY. IF RETURNED,  THIS CONTRACT
SHALL BE DEEMED  VOID FROM THE  CONTRACT  DATE.  THE  COMPANY  WILL  REFUND  ANY
PURCHASE  PAYMENTS  MADE AND  ALLOCATED  TO THE FIXED  ACCOUNT  AND WILL  REFUND
SEPARATE  ACCOUNT  CONTRACT VALUE AS OF THE DATE THE RETURNED POLICY IS RECEIVED
BY THE  COMPANY.

Signed for Security Benefit Life Insurance Company on the Contract Date.


ROGER K. VIOLA                                      HOWARD R. FRICKE
 Secretary                                              President

                      A BRIEF DESCRIPTION OF THIS CONTRACT
This is a FLEXIBLE PREMIUM DEFERRED GROUP UNALLOCATED VARIABLE ANNUITY CONTRACT.

*Purchase Payments may be made until termination of the Contract.

*This Contract is Participating.
 
ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,  WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.  THERE ARE NO
GUARANTEED  MINIMUM  PAYMENTS OR CASH VALUES.  (SEE "CONTRACT  VALUE AND EXPENSE
PROVISIONS" AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)


                                   [SBL LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
          700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

Form V6320 (2-97)
<PAGE>


- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                          Page

CONTRACT SPECIFICATIONS ................................................       3
DEFINITIONS ............................................................     4-7
GENERAL PROVISIONS .....................................................     7,8
  The Contract .........................................................       7
  Compliance ...........................................................       7
  Incontestability .....................................................       7
  Assignment ...........................................................       7
  Transfers ............................................................     7,8
  Claims of Creditors ..................................................       8
  Nonforfeiture Values .................................................       8
  Participation ........................................................       8
  Statements ...........................................................       8

OWNERSHIP PROVISIONS ...................................................     8,9
  Ownership ............................................................       8
  Joint Ownership ......................................................       9
  Ownership Changes ....................................................       9

PURCHASE PAYMENT PROVISIONS ............................................       9
  Flexible Purchase Payments ...........................................       9
  Purchase Payment Limitations .........................................       9
  Purchase Payment Allocation ..........................................       9
  Place of Payment .....................................................       9

CONTRACT VALUE AND EXPENSE PROVISIONS ..................................   10,11
  Contract Value .......................................................      10
  Fixed Account Contract Value .........................................      10
  Fixed Account Interest Crediting .....................................      10
  Separate Account Contract Value ......................................      10
  Accumulation Unit Value ..............................................      10
  Net Investment Factor ................................................      11
  Determining Accumulation Units .......................................      11
  Mortality and Expense Risk Charge ....................................      11
  Premium Tax Expense ..................................................      11
  Administration Charge ................................................      11
  Mutual Fund Expenses .................................................      11

WITHDRAWAL PROVISIONS ..................................................   12,13
  Withdrawals ..........................................................      12
  Withdrawal Value .....................................................      12
  Withdrawal Charges ...................................................      12
  Free Withdrawals .....................................................      12
  Systematic Withdrawals ...............................................      13
  Free Systematic Withdrawals ..........................................      13
  Date of Request ......................................................      13
  Payment of Withdrawal Benefits .......................................      13

ANNUITY BENEFIT PROVISIONS .............................................   14,15
  Purchase of Annuity Benefit Provisions ...............................      14
  Annuity Tables .......................................................      14
  Fixed Annuity Payments ...............................................      14
  Variable Annuity Payments ............................................      14
  Alternate Annuity Option Rates .......................................      14
  Annuity Options ......................................................      15

ANNUITY TABLES .........................................................   16,17

AMENDMENTS OR ENDORSEMENTS, IF ANY

                                       2
<PAGE>


- --------------------------------------------------------------------------------
                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------
OWNER NAME:  John A Doe                      CONTRACT NUMBER:  Specimen

JOINT OWNER NAME:  Mary K. Doe               CONTRACT DATE:  6-30-1997

PLAN:  Qualified                             ISSUE DATE:  6-30-1997

ASSIGNEMENT:  This policy may not be assigned.
              See Assignment Provision of Your
              Policy.
- --------------------------------------------------------------------------------
INITIAL PURCHASE PAYMENT                  $25,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS      $500 ($50 pursuant to an automatic
                                          investment program)

MINIMUM SYSTEMATIC WITHDRAWAL             $100

MORTALITY AND EXPENSE RISK CHARGE         1.25% Annually

ADMINISTRATION CHARGE                     .15% Annually

WITHDRAWAL CHARGES:

  Contract Year of Withdrawal       1     2     3     4     5     6     7+
  Withdrawal Charge                 6%    6%    5%    4%    3%    2%    0%

FREE WITHDRAWAL PERCENTAGE                10%

GUARANTEED RATE                           3.00%

SUBACCOUNTS:
   Money Market Subaccount
   High Grade Income Subaccount
   High Yield Subaccount
   Global Aggressive Bond Subaccount
   Growth-Income Subaccount
   Equity Income Subaccount
   Managed Asset Allocation Subaccount
   Specialized Asset Allocation Subaccount
   Growth Subaccount
   Value Subaccount
   Worldwide Equity Subaccount
   Social Awareness Subaccount
   Emerging Growth Subaccount

METHOD FOR DEDUCTIONS:

Deductions for Premium Taxes, and any unallocated partial Withdrawals, including
Systematic  Withdrawals,  will be made  sequentially  from the Contract Value in
descending order of the Subaccounts  listed above. The Fixed Account is the last
Account  charged.  The value of each Account will be depleted before the next is
charged.

V6320 A (2-97)                         3
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT
An Account is one of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT
The Accumulation  Unit is a unit of measure.  It is used to compute the Separate
Account  Contract  Value.

ANNUITANT
When Contract  Value is  distributed  to a  Participant  and used to purchase an
annuity,  the Annuitant is the person named by the Participant on whose life the
Annuity  Payments  depend for Annuity  Options 1 through 4 and 8. The  Annuitant
receives Annuity Payments under the Participant's Contract.  Please see "Annuity
Benefit Provisions" on page 14.

ANNUITY OPTION
An Annuity Option is a set of provisions  that form the basis for making Annuity
Payments. Please see "Annuity Options" on page 15.

AUTOMATIC INVESTMENT PROGRAM
A program pursuant to which Purchase  Payments are  automatically  paid from the
Owner's bank account on a specified day of the month,  on a monthly,  quarterly,
semiannual or annual basis.

AUTOMATIC TRANSFERS
Automatic  Transfers are Transfers  among the Subaccounts and the Fixed Account.
Such Transfers are made  automatically on a periodic basis by the Company at the
written  request of the Owner.  The Company  reserves the right to  discontinue,
modify or suspend Automatic Transfers.

COMPANY
The Company is Security Benefit Life Insurance Company,  700 SW Harrison Street,
Topeka, Kansas 66636-0001.

CONTRACT ANNIVERSARY
A Contract  Anniversary is a 12-month  anniversary of the Contract Date.

CONTRACT DATE
The Contract Date is the date the Contract begins. The Contract Date is shown on
page 3.

CONTRACT YEAR
Contract Years are measured from the Contract Date.

CURRENT INTEREST
The Company may in its discretion pay Current Interest on the Fixed Account at a
rate that exceeds the Guaranteed  Rate shown on page 3. The Company will declare
the rate of Current Interest, if any, from time to time.

FIXED ACCOUNT
The Fixed Account is part of the Company's general account.  The Company manages
the general account and guarantees that it will credit interest on Fixed Account
Contract  Value at an annual rate at least equal to the  Guaranteed  Rate.  This
Rate is shown on page 3.

V6320 B (2-97)                         4
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

GUARANTEE PERIOD
Current  Interest,  if  declared,  is fixed for  rolling  periods of one or more
years, referred to as Guarantee Periods. The Company may offer Guarantee Periods
of different  durations.  The Guarantee Period that applies to any Fixed Account
Contract  Value:  1) starts on the date that such Contract Value is allocated to
the Fixed Account  pursuant to: (a) a Purchase  Payment Received by the Company;
or (b) a Transfer to the Fixed Account;  and 2) ends on the last day of the same
month in the year in which the  Guarantee  Period  expires.  When any  Guarantee
Period  expires,  a new Guarantee  Period shall start for such Contract Value on
the date  that  follows  such  expiration  date.  Such  period  shall end on the
immediately  preceding date in the year in which the Guarantee  Period  expires.
For example, assuming a one-year Guarantee Period, Contract Value transferred to
the Fixed Account on June 1 would have a Guarantee  Period starting on that date
and ending on June 30 of the  following  year. A new  Guarantee  Period for such
Contract  Value  would  start  on July 1 of that  year and end on June 30 of the
following year.

HOME OFFICE
The address of the  Company's  Home Office is Security  Benefit  Life  Insurance
Company, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

ISSUE DATE
The Issue Date is the date the Company uses to  determine  the date the Contract
becomes  incontestable.   The  Issue  Date  is  shown  on  Page  3.  Please  see
"Incontestability" on page 7.

JOINT OWNER
The Joint Owner,  if any,  shares an undivided  interest in the entire  Contract
with the Owner.  The Joint Owner,  if any, is named on page 3. Please see "Joint
Ownership" provisions on page 9.

NONNATURAL PERSON
Any group or entity that is not a living person, such as a trust or corporation.

OWNER
The Owner is the person,  group or entity that  possesses  all rights  under the
Contract.  The Owner is named on page 3. Please see  "Ownership"  provisions  on
page 9.

PARTICIPANT
A Participant under the Plan.

PARTICIPANT'S CONTRACT
A Contract purchased with a Participant's distribution from the Plan.

PLAN
The employer-sponsored retirement plan, annuity purchase arrangement or deferred
compensation program for which the Contract is issued.

PREMIUM TAX
Any Premium Taxes levied by a state or other governmental entity will be charged
against this Contract.  When Premium Tax is assessed after the Purchase  Payment
is applied, it will be deducted as described on page 3.

PURCHASE PAYMENT
A Purchase Payment is money Received by the Company and applied to the Contract.

RECEIVED BY THE COMPANY
The phrase  "Received by the Company" means receipt by the Company in good order
at its Home Office, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

                                       5
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT
Variable  Annuity  Account VIII (the "Separate  Account") is a separate  account
established and maintained by the Company under Kansas law. The Separate Account
is registered with the Securities and Exchange  Commission  under the Investment
Company  Act of 1940  as a Unit  Investment  Trust.  It was  established  by the
Company to support  variable annuity  contracts.  The Company owns the assets of
the  Separate  Account and  maintains  them apart from the assets of its general
account and its other separate accounts. The assets held in the Separate Account
equal to the  reserves  and  other  Contract  liabilities  with  respect  to the
Separate  Account may not be charged  with  liabilities  arising  from any other
business the Company may conduct.

Income and realized and unrealized  gains and losses from assets in the Separate
Account are credited to, or charged against, the Separate Account without regard
to the income,  gains or losses from the Company's  general account or its other
separate  accounts.  The Separate Account is divided into  Subaccounts  shown on
page 3. Income and realized and unrealized  gains and losses from assets in each
Subaccount are credited to, or charged against, the Subaccount without regard to
income,  gains or losses in the other Subaccounts.  The Company has the right to
transfer to its general  account any assets of the Separate  Account that are in
excess of the  reserves  and other  Contract  liabilities  with  respect  to the
Separate  Account.  The value of the  assets  in the  Separate  Account  on each
Valuation Date is determined at the end of each Valuation Date.

SUBACCOUNT NET ASSET VALUE
The  Subaccount  Net  Asset  Value is equal to:  (1) the net asset  value of all
shares of the underlying  mutual fund held by the Subaccount;  plus (2) any cash
or other assets; less (3) all liabilities of the Subaccount.

SUBACCOUNTS
The  Separate  Account is divided  into  Subaccounts  which  invest in shares of
mutual  funds.  Each  Subaccount  may invest  its assets in a separate  class or
series of a designated  mutual fund or funds.  The Subaccounts are shown on page
3. Subject to the regulatory  requirements  then in force,  the Company reserves
the right to:

1.  change or add designated mutual funds or other investment vehicles;

2.  add, remove or combine Subaccounts;

3.  add, delete or make  substitutions for securities that are held or purchased
    by the Separate Account or any Subaccount;

4.  operate the Separate Account as a management investment company;

5.  combine the assets of the Separate  Account with other Separate  Accounts of
    the Company or an affiliate thereof;

6.  restrict or  eliminate  any voting  rights of the Owner with  respect to the
    Separate  Account or other persons who have voting rights as to the Separate
    Account; and

7.  terminate and liquidate any Subaccount.

If any of these changes result in a material change to the Separate Account or a
Subaccount,  the Company  will notify the Owner of the change.  The Company will
not change the  investment  policy of any  Subaccount  in any  material  respect
without  complying  with  the  filing  and  other  procedures  of the  insurance
regulators  of the state of  issue.

V6320 C (2-97)                         6
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

VALUATION DATE
A Valuation  Date is each day the New York Stock Exchange and the Company's Home
Office are open for  business.

VALUATION PERIOD
A Valuation  Period is the interval of time from one Valuation  Date to the next
Valuation Date.

- --------------------------------------------------------------------------------
GENERAL PROVISIONS
- --------------------------------------------------------------------------------

THE CONTRACT
The entire Contract between the Owner and the Company consists of this Contract,
the attached  Application,  and any  Amendments,  Endorsements  or Riders to the
Contract.  All statements made in the Application will, in the absence of fraud,
as ruled by a court of competent jurisdiction, be deemed representations and not
warranties.  The Company will use no statement made by or on behalf of the Owner
to void this Contract unless it is in the written Application. Any change in the
Contract  can be made only with the  written  consent of the  President,  a Vice
President, or the Secretary of the Company.

The Purchase  Payment(s) and the  Application  must be acceptable to the Company
under its rules and practices. If they are not, the Company's liability shall be
limited to a return of the Purchase Payment(s).

COMPLIANCE
The  Company  reserves  the right to make any change to the  provisions  of this
Contract  to comply  with or give the Owner the  benefit of any federal or state
statute, rule or regulation.  This includes, but is not limited to, requirements
for annuity  contracts under the Internal Revenue Code or the laws of any state.
The Company  will provide the Owner with a copy of any such change and will also
file such a change with the insurance regulatory officials of the state in which
the Contract is delivered.

INCONTESTABILITY
This  Contract  will not be  contested  after it has been in force for two years
from the Issue Date.

ASSIGNMENT
Please refer to page 3 to see if this  Contract  may be  assigned.  If it may be
assigned,  no Assignment  under this Contract is binding unless  Received by the
Company in writing.  The Company  assumes no  responsibility  for the  validity,
legality, or tax status of any Assignment. The Assignment will be subject to any
payment  made or other  action  taken by the Company  before the  Assignment  is
Received by the Company.  Once filed, the rights of the Owner are subject to the
Assignment. Any claim is subject to proof of interest of the assignee.

TRANSFERS
The Owner may Transfer  Contract  Value among the Fixed Account and  Subaccounts
subject to the following.

The Company  reserves  the right to: (1) limit the amount that may be subject to
Transfer to $1,000,000 per Transfer without Home Office approval;  (2) limit the
number of Transfers allowed each Contract Year to 14; and (3) suspend Transfers.
Transfers must be at least $500.00 or, if less:  (i) the remaining  balance in a
Subaccount,  or (ii) the amount of Fixed  Account  Contract  Value the Guarantee
Period of which expires in the calendar month in which the Transfer is effected.

                                       7
<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

TRANSFERS (Continued)
Contract  Value may be  transferred  from the Fixed Account only: (1) during the
calendar month in which the applicable Guarantee Period expires; (2) pursuant to
an Automatic Transfer.  Transfers of Fixed Account Contract Value shall be made:
(1) first from  Fixed  Account  Contract  Value for which the  Guarantee  Period
expires during the calendar month in which the Transfer is effected; (2) then in
the order that starts with Fixed  Account  Contract  Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

The  Company  will  effect a Transfer  to or from a  Subaccount  on the basis of
Accumulation  Unit Value  determined at the end of the Valuation Period in which
the  Transfer is  effected.  The Company  will effect a Transfer  from the Fixed
Account  on the  basis  of  Fixed  Account  Contract  Value as of the end of the
Valuation Period in which the Transfer is effected.

The Company  reserves the right to delay Transfers from the Fixed Account for up
to 6 months as required  by most  states.  The Company  will notify you if there
will be a delay.

CLAIMS OF CREDITORS
The Contract  Value and other  benefits  under this Contract are exempt from the
claims of creditors of the Owner to the extent allowed by law.

NONFORFEITURE VALUES
The Withdrawal Values will at least equal the minimum required by law.

PARTICIPATION
The Company is a mutual life insurance company.  Therefore, it pays dividends on
some of its contracts.  However, the Company does not expect dividends to become
payable on this  Contract.  At the end of each  Contract  Year the Company  will
determine the Contract's dividend,  if any. The Owner may choose to have it: (1)
added to the  Contract  Value;  or (2) paid in cash.  If no choice is made,  any
dividend will be added to the Contract Value.

STATEMENTS
At least once each Contract  Year the Owner shall be sent a statement  including
the current Contract Value and any other information  required by law. The Owner
may send a written request for a statement at other  intervals.  The Company may
charge a reasonable fee for such statements.

- --------------------------------------------------------------------------------
OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP
All rights and privileges under the Contract may be exercised only by the Owner.
If the  purchaser  names  someone  other than  himself or herself as Owner,  the
purchaser has no rights in the Contract.

V6320 D (2-97)                         8
<PAGE>


- --------------------------------------------------------------------------------
OWNERSHIP PROVISIONS (Continued)
- --------------------------------------------------------------------------------

JOINT OWNERSHIP
If a Joint  Owner is named in the  application,  then the Owner and Joint  Owner
share an undivided  interest in the entire Contract as joint tenants with rights
of survivorship. When an Owner and Joint Owner have been named, the Company will
honor only requests for changes and the exercise of other Ownership  rights made
by both the Owner and Joint Owner.  When a Joint Owner is named,  all references
to "Owner"  throughout  this Contract should be construed to mean both the Owner
and Joint Owner, except for the "Statements" provision on page 8.

OWNERSHIP CHANGES
Subject to the terms of any existing Assignment, the Owner may name a new Owner.
Any new choice of Owner will revoke any prior choice. Any change must be made in
writing and recorded at the Home Office.  The change will become effective as of
the date the written request is signed.  The Company may require the Contract be
returned so these changes may be made.

- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

FLEXIBLE PURCHASE PAYMENTS
The Contract becomes in force when the initial Purchase Payment is applied.  The
Owner is not required to continue  Purchase  Payments in the amount or frequency
originally  planned.  The Owner may:  (1)  increase  or  decrease  the amount of
Purchase  Payments,  subject to any Contract limits; or (2) change the frequency
of Purchase Payments.  A change in frequency or amount of Purchase Payments does
not require a written request.

PURCHASE PAYMENT LIMITATIONS
Purchase  Payments  exceeding  $1,000,000  will not be  accepted  without  prior
approval by the Company. The Minimum Subsequent Purchase Payment amount is shown
on page 3.

PURCHASE PAYMENT ALLOCATION
Purchase  Payments may be allocated among the Fixed Account and the Subaccounts.
Purchase Payments will be allocated according to the Owner's instructions in the
Application or more recent  instructions,  if any. Each  allocation to the Fixed
Account and the  Subaccounts  must be at least 1% of the Purchase  Payment.  The
allocations must be whole percentage  amounts and must total 100%. The Owner may
change the allocations by written notice to the Company.

PLACE OF PAYMENT
All Purchase  Payments  under this Contract are to be paid to the Company at its
Home Office. Purchase Payments after the initial Purchase Payment are applied as
of the end of the  Valuation  Period  during  which  they  are  Received  by the
Company.

                                       9
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS
- --------------------------------------------------------------------------------

CONTRACT VALUE
On any  Valuation  Date,  the  Contract  Value is the sum of:  (1) the  Separate
Account  Contract Value;  and (2) the Fixed Account  Contract Value. At any time
after the first  Contract  Year,  the Company  reserves  the right to pay to the
Owner the Contract Value as a lump sum if it is below $5,000.

FIXED ACCOUNT CONTRACT VALUE
On any Valuation  Date,  the Fixed Account  Contract Value is equal to the first
Purchase Payment allocated under the Contract to the Fixed Account:

PLUS:
 
1.  any  other  Purchase  Payments  allocated  under the  Contract  to the Fixed
    Account;

2.  any Transfers from the Separate Account to the Fixed Account; and

3.  any interest credited to the Fixed Account.


LESS:

1.  any Withdrawals and applicable  Withdrawal  Charges  deducted from the Fixed
    Account;

2.  any Transfers from the Fixed Account to the Separate Account; and

3.  any applicable Premium Taxes.

FIXED ACCOUNT INTEREST CREDITING
The Company shall credit  interest on Fixed Account  Contract Value at an annual
rate at least equal to the  Guaranteed  Rate shown on page 3. Also,  the Company
may in its sole  judgment  credit  Current  Interest  at a rate in excess of the
Guaranteed  Rate.  The rate of Current  Interest,  if  declared,  shall be fixed
during the Guarantee  Period.  Fixed Account  Contract  Value shall earn Current
Interest  during  each  Guarantee  Period at the rate,  if any,  declared by the
Company on the first day of the Guarantee Period.

The Company may credit Current  Interest on Contract Value that was allocated or
transferred  to the Fixed  Account  during one period at a  different  rate than
amounts  allocated or transferred to the Fixed Account in another period.  Also,
the  Company may credit  Current  Interest on Fixed  Account  Contract  Value at
different rates based upon the length of the Guarantee Period. Therefore, at any
time,  portions of Fixed Account  Contract Value may be earning Current Interest
at  different  rates  based upon the period  during  which  such  portions  were
allocated or  transferred  to the Fixed  Account and the length of the Guarantee
Period.

SEPARATE ACCOUNT CONTRACT VALUE
On any Valuation  Date,  the Separate  Account  Contract Value is the sum of the
then current value of the  Accumulation  Units  allocated to each Subaccount for
this Contract.

ACCUMULATION UNIT VALUE
The initial  Accumulation  Unit Value for each  Subaccount  was set at $10.  The
Accumulation Unit Value for any subsequent  Valuation Date is equal to (1) times
(2) where:

1.  is Accumulation Unit Value determined on the immediately preceding Valuation
    Date; and

2.  is the Net  Investment  Factor on the  Valuation  Date with respect to which
    Accumulation Unit Value is being determined;

V6320 E (2-97)                         10
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (Continued)
- --------------------------------------------------------------------------------

NET INVESTMENT FACTOR
The Net  Investment  Factor for any  Subaccount  as of the end of any  Valuation
Period is determined by dividing (1) by (2) and subtracting (3) from the result,
where:

1. is equal to:

   a. the net asset value per share of the mutual  fund held in the  Subaccount,
      found as of the end of the current Valuation Period; plus

   b. the per share amount of any dividend or capital gain distributions paid by
      the  Subaccount's  underlying  mutual fund that is not included in the net
      asset value per share; plus or minus

   c. a per share charge or credit for any taxes reserved for, which the Company
      deems to have resulted  from the operation of the Separate  Account or the
      Subaccounts;  operations of the Company with respect to the  Contract;  or
      the payment of premiums or acquisition costs under the Contract.

2. is the net asset value per share of the Subaccount's  underlying  mutual fund
   as of the end of the prior Valuation  Period.

3. is a daily  factor  representing  the  Mortality  and Expense Risk Charge and
   Administration Charge which are deducted from the Separate Account.

Underlying  mutual  funds may  declare  dividends  on a daily basis and pay such
dividends  once a  month.  The Net  Investment  Factor  allows  for the  monthly
reinvestment of these daily dividends.  As described above, the gains and losses
from each Subaccount are credited to or charged against the Subaccounts  without
regard  to the  gains  or  losses  in the  Company  or other  Subaccounts.

The  Accumulation  Unit Value may increase or decrease from one Valuation Period
to the next.

DETERMINING ACCUMULATION UNITS
The number of Accumulation  Units allocated to a Subaccount  under this Contract
is found by dividing:  (1) the amount  allocated to the  Subaccount;  by (2) the
Accumulation Unit Value for the Subaccount as of the end of the Valuation Period
during  which  the  amount  is  applied  under  the  Contract.   The  number  of
Accumulation  Units allocated to a Subaccount under the Contract will not change
as a  result  of  investment  experience.  Events  that  change  the  number  of
Accumulation Units are:

1. Purchase Payments that are applied to the Subaccount.

2. Contract Value that is Transferred into or out of the Subaccount.

3. Withdrawals and any applicable  Withdrawal Charges that are deducted from the
   Subaccount; and

4. Premium Taxes that are deducted from the Subaccount.

MORTALITY AND EXPENSE RISK CHARGE
The Company will deduct the  Mortality  and Expense Risk Charge shown on page 3.
This charge will be computed and deducted from each Subaccount on each Valuation
Date.  This  charge  is  factored  into the  Accumulation  Unit  Values  on each
Valuation Date.

PREMIUM TAX EXPENSE
The  Company  reserves  the  right to  deduct  Premium  Tax when due or any time
thereafter.  Any applicable Premium Taxes will be allocated as described on page
3.

ADMINISTRATION CHARGE
The Company will deduct the  Administration  Charge shown on page 3. This charge
will be computed and deducted from each  Subaccount on each Valuation Date. This
charge is factored into the Accumulation Unit Value on each Valuation Date.

MUTUAL FUND EXPENSES
Each  Subaccount  invests in shares of a mutual  fund.  The net asset  value per
share of each underlying fund reflects the deduction of any investment  advisory
and administration  fees and other expenses of the fund. These fees and expenses
are not deducted from the assets of a Subaccount, but are paid by the underlying
funds. The Owner indirectly bears a pro rata share of such fees and expenses. An
underlying  fund's fees and expenses are not  specified or fixed under the terms
of this Contract.

                                       11
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

WITHDRAWALS
A full or partial  Withdrawal  of  Contract  Value is allowed at any time.  This
provision is subject to any federal or state Withdrawal restrictions.

Upon the  Owner's  request  for a full  Withdrawal,  the  Company  will pay the
Withdrawal Value in a lump sum, and the Contract will terminate.

All Withdrawals must meet the following conditions.

1.  The  request  for  Withdrawal  must be Received by the Company in writing or
    under other methods allowed by the Company, if any.

2.  The Owner must apply while this Contract is in force.

3.  The amount  Withdrawn  must be at least $500.00  except that a Withdrawal of
    less than $500.00 is allowed: (i) for Systematic  Withdrawals,  as discussed
    on page 13, (ii) for Fixed Account  Contract  Value the Guarantee  Period of
    which expires  during the calendar  month of the  Withdrawal,  or (iii) when
    terminating the Contract.

A partial  Withdrawal  request  must state the  allocations  for  deducting  the
Withdrawal  from each  Account.  If no  allocation  is  specified,  the  partial
Withdrawal  will be deducted from the Accounts in the order described on page 3,
"Method for  Deductions."  Withdrawals of Fixed Account  Contract Value shall be
made: (1) first from Fixed Account Contract Value for which the Guarantee Period
expires during the calendar month in which the Withdrawal is effected;  (2) then
in the order that starts with Fixed Account Contract Value which has the longest
amount of time before its Guarantee Period expires; and (3) ends with that which
has the least amount of time before its Guarantee Period expires.

WITHDRAWAL VALUE
The Withdrawal Value as of any Valuation Date will be: (1) the Contract Value on
that date;  less (2) any Premium  Taxes due or paid by the Company;  and (3) any
Withdrawal Charges.

WITHDRAWAL CHARGES
If part or all of the Contract  Value is  Withdrawn,  Withdrawal  Charges may be
applied at the time of Withdrawal.  The Withdrawal Charge is applied to Purchase
Payments  withdrawn.  The amount of the charge is based on the Contract  Year in
which the Withdrawal is made. See the Withdrawal  Charges shown on page 3. For
the  purpose of  determining  the  Withdrawal  Charges,  Purchase  Payments  are
withdrawn before Earnings. The Withdrawal Charge will not be assessed against:

1.  any Free Withdrawal amounts;

2.  any Free Systematic Withdrawal amounts;

3.  any amounts remaining after all Purchase Payments are withdrawn;

The Withdrawal  Charge will be assessed  against Contract Value allocated to the
Subaccounts  and the Fixed Account in the same  proportion as the  Withdrawal is
allocated.

FREE WITHDRAWALS
A Free  Withdrawal  is a  Withdrawal  amount that is not  subject to  Withdrawal
Charges.  The  amount  of  Free  Withdrawal  available  in a  Contract  Year  is
determined as follows. In the first Contract Year, it is equal to: (1)cumulative
Purchase  Payments  made  under  the  Contract;  times  (2) the Free  Withdrawal
Percentage  set forth on page 3; less (3) any Free  Withdrawals,  including  any
Free Systematic  Withdrawals,  made during the Contract Year. The amount of Free
Withdrawal available in subsequent Contract Years is equal to (1) Contract Value
as of the first day of the current  Contract Year; times (2) the Free Withdrawal
Percentage;  less  (3) any  Free  Withdrawals,  including  any  Free  Systematic
Withdrawals,  made during the Contract Year. Unused Free Withdrawal  amounts are
not carried from one Contract Year to the next.

V6320 F (2-97)                         12
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWALS
Systematic  Withdrawals are automatic periodic  Withdrawals from the Contract in
substantially equal amounts. In order to start Systematic Withdrawals, the Owner
must make the  request in  writing.  Systematic  Withdrawals  are subject to any
applicable  Withdrawal  Charges,  except as  discussed  under  "Free  Systematic
Withdrawals"  below. The Minimum  Systematic  Withdrawal is shown on page 3. The
Owner  must  choose  the  type of  payment  and its  frequency.  The  Systematic
Withdrawal request must state the allocations for deducting the Withdrawals from
each Account.  If no allocation is specified,  the Withdrawals  will be deducted
from the Accounts in the order described on page 3, "Method for Deductions." The
payment type may be: (1) a percentage of Contract Value;  (2) a specified dollar
amount;  (3) all earnings in the Contract;  (4) over a fixed period of time. The
payment frequency may be: (1) monthly; (2) quarterly;  (3) semiannually;  or (4)
annually.  Systematic  Withdrawals  may be  stopped or changed by the Owner upon
proper  written  request  Received by the Company at least 30 days in advance of
the requested date of termination or change.  The Company  reserves the right to
stop, modify, suspend or charge a fee for Systematic Withdrawals at any time.

FREE SYSTEMATIC WITHDRAWALS
Free Systematic  Withdrawals are not subject to a Withdrawal  Charge. The amount
of Free  Systematic  Withdrawals  available in a Contract  Year is determined as
follows. The amount of Systematic  Withdrawals that, when combined with any Free
Withdrawals in the current  Contract Year,  does not exceed the Free  Withdrawal
amount available in that Contract Year.

DATE OF REQUEST
The Company will effect a Withdrawal of Separate  Account  Contract Value on the
basis of  Accumulation  Unit  Value  determined  as of the end of the  Valuation
Period in which all the required  information  is Received by the  Company.  The
Company will effect Systematic Withdrawals of Separate Account Contract Value on
the basis of Accumulation  Unit Value  determined as of the end of the Valuation
Period in which such Withdrawal is scheduled.

PAYMENT OF WITHDRAWAL BENEFITS
The  Company  reserves  the right to  suspend a Transfer  or delay  payment of a
Withdrawal from the Separate Account for any period:

1.  when the New York Stock Exchange is closed; or

2.  when trading on the New York Stock Exchang is restricted; or

3.  when an emergency  exists as a result of which:  (a) disposal of  securities
    held in the Separate Account is not reasonably practicable; or (b) it is not
    reasonably  practicable  to  fairly  value the net  assets  of the  Separate
    Account; or

4.  during any other  period when the  Securitie  and  Exchange  Commission,  by
    order, so permits to protect owners of securities.

Rules and  regulations of the Securities and Exchange  Commission will govern as
to whether the conditions set forth above exist.

The Company further reserves the right to delay payment of a Withdrawal from the
Fixed Account for up to six months as required by most states.  The Company will
notify you if there will be a delay.

                                       13
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

PURCHASE OF ANNUITY  BENEFIT  PROVISIONS
The Company agrees to make available to any  Participant  under the Owner's Plan
who  receives  an  eligible  rollover  distribution  (or in the  case  of a Plan
described in Section 457 of the Internal  Revenue Code, any  distribution)  from
the Plan, an annuity contract for purchase with such  distribution.  The Annuity
Contract  will  offer  the  annuity   options  and  rates  set  forth  below.  A
Participant's purchase payment and application for such annuity contract must be
acceptable to the Company  under its rules and  practices and the  provisions of
the contract applied for.

ANNUITY TABLES
Annuity Tables A through C show the guaranteed minimum amount of monthly Annuity
Payment  per  $1,000  applied,  which for  Annuity  Options 1 through 4, 7 and 8
determine  the amount of the first  Variable  Annuity  Payment and the amount of
each Fixed  Annuity  Payment.  The amount of each  Annuity  Payment  for Annuity
Options 1 through 4, and 8 will depend on the Annuitant's sex and age.

Tables A through  B assume  1900 as the year of birth of the  Annuitant.  To use
Tables A through B for an Annuitant  born after 1900,  the actual age is reduced
by 0.1  (one-tenth)  of a year for each year the year of birth exceeds 1900. For
an Annuitant  with a birth year prior to 1900,  the actual age is increased in a
like manner.  The actual age (in completed  months) reduced or increased becomes
the "adjusted age of the Annuitant." The guaranteed payout rate is then found by
interpolating  the  Annuitant's  adjusted age between the ages shown in Tables A
through B.  Tables A through B are based on the 1983 Table "A"  mortality  table
and an interest  rate of 3.5% per year.  On request the Company will furnish the
amount of monthly Annuity Payment per $1,000 applied for any ages not shown.

For Annuity Options 5 through 7, annuity rates based on age and sex are not used
to calculate annuity payments. Annuity Payments for Options 5 and 6 are computed
without reference to the Annuity Tables.

FIXED ANNUITY PAYMENTS
With respect to Fixed Annuity Payments,  the amounts shown on the Tables are the
guaranteed  minimum for each Annuity  Payment for Annuity Options 1 through 4, 7
and 8.

VARIABLE ANNUITY PAYMENTS
With respect to Variable Annuity  Payments,  the amounts shown on the Tables are
the guaranteed minimum first Annuity Payment, based on the assumed interest rate
of 3.5% for  Annuity  Options 1 through 4, 7 and 8. The  amount of each  Annuity
Payment after the first for these options is computed by means of Annuity Units.

ALTERNATE ANNUITY OPTION RATES
The  Company  may,  at the time of  election  of an Annuity  Option,  offer more
favorable rates in lieu of the guaranteed rates shown in the Annuity Tables.

V6320 G (2-97)                         14
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (Continued)
- --------------------------------------------------------------------------------

ANNUITY OPTIONS

OPTION 1
LIFE OPTION: This option provides payments for the life of the Annuitant.  Table
A shows some of the guaranteed rates for this option.

OPTION 2
LIFE WITH FIXED PERIOD OPTION: This option provides payments for the life of the
Annuitant. A fixed period of 5, 10, 15 or 20 years may be chosen.  Payments will
be made to the end of this period even if the Annuitant dies prior to the end of
the period.  If the Annuitant dies before  receiving all the payments during the
fixed period, the remaining payments will be made to the Designated Beneficiary.
Table A shows some of the guaranteed rates for this option.

OPTION 3
LIFE WITH INSTALLMENT OR UNIT REFUND OPTION:  This option provides  payments for
the life of the  Annuitant,  with a period  certain  determined  by dividing the
Annuity  Start  Amount by the  amount of the first  payment.  A fixed  number of
payments will be made even if the Annuitant  dies. If the Annuitant  dies before
receiving the fixed number of payments,  any remaining  payments will be made to
the Designated Beneficiary.  Table A shows some of the guaranteed rates for this
option.

OPTION 4
JOINT AND LAST SURVIVOR OPTION:  This option provides  payments for the life of
the  Annuitant and Joint  Annuitant.  Payments will be made as long as either is
living. Table B shows some of the guaranteed rates for this option.

OPTION 5
FIXED PERIOD OPTION:  This option provides  payments for a fixed number of years
between 5 and 20. If the Contract Value is held in the Fixed  Account,  then the
amount of the payments  will vary as a result of the interest  rate (as adjusted
periodically)  credited on the Fixed  Account.  This rate is guaranteed to be no
less than the Guaranteed  Rate shown on page 3. If the Contract Value is held in
the Separate  Account,  then the amount of the payments will vary as a result of
the investment  performance of the Subaccounts chosen. If all the Annuitants die
before  receiving the fixed number of payments,  any remaining  payments will be
made to the Designated Beneficiary.

OPTION 6
FIXED PAYMENT OPTION:  This option provides a fixed payment amount.  This amount
is paid until the amount applied, including daily interest adjustments, is paid.
If the Contract Value is held in the Fixed Account,  then the number of payments
will vary as a result of the interest rate (as adjusted  periodically)  credited
on the Fixed Account.  This rate is guaranteed to be no less than the Guaranteed
Rate shown on page 3. If the  Contract  Value is held in the  Separate  Account,
then the number of payments will vary as a result of the investment  performance
of the Subaccounts  chosen.  If all the Annuitants die before  receiving all the
payments, any remaining payments will be made to the Designated Beneficiary.

OPTION 7
PERIOD CERTAIN OPTION:  This option  provides  payments for a fixed period of 5,
10, 15 or 20 years.  Payments will be made until the end of this period.  If the
Annuitant  dies prior to the end of the period,  the remaining  payments will be
made to the Designated  Beneficiary.  Table C shows some of the guaranteed rates
for this option.

OPTION 8
JOINT AND CONTINGENT SURVIVOR OPTION: This option provides payments for the life
of the primary Annuitant. Payments will be made to the primary Annuitant as long
as he or she is living.  Upon the death of the primary Annuitant,  payments will
be made to the  contingent  Annuitant  as  long as he or she is  living.  If the
contingent  Annuitant is not living upon the death of the primary Annuitant,  no
payments  will be made to the  contingent  Annuitant.  Table B shows some of the
guaranteed rates for this option.

                                       15
<PAGE>


                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                    TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED

                                     Option Two
  Adjusted      Option One      Life with Fixed Period          Option Three
    Age            Life        5       10      15      20           Unit
of Annuitant       Only      Years   Years   Years   Years         Refund
- --------------------------------------------------------------------------------
  UNISEX
    55             4.54       4.53    4.51    4.46    4.38          4.40
    56             4.62       4.61    4.58    4.53    4.44          4.47
    57             4.71       4.70    4.66    4.60    4.51          4.54
    58             4.80       4.79    4.75    4.68    4.57          4.62
    59             4.90       4.88    4.84    4.76    4.64          4.70

    60             5.00       4.99    4.93    4.84    4.70          4.78
    61             5.11       5.09    5.03    4.93    4.77          4.87
    62             5.23       5.21    5.14    5.02    4.84          4.96
    63             5.36       5.33    5.25    5.12    4.91          5.06
    64             5.49       5.46    5.37    5.21    4.98          5.17

    65             5.64       5.60    5.50    5.31    5.05          5.28
    66             5.79       5.75    5.63    5.42    5.12          5.39
    67             5.95       5.91    5.77    5.53    5.19          5.52
    68             6.13       6.08    5.91    5.63    5.25          5.65
    69             6.32       6.26    6.07    5.74    5.32          5.79

    70             6.53       6.46    6.23    5.86    5.37          5.94
    71             6.75       6.67    6.40    5.97    5.43          6.09
    72             6.99       6.89    6.58    6.08    5.48          6.26
    73             7.26       7.13    6.76    6.18    5.52          6.44
    74             7.54       7.39    6.95    6.29    5.57          6.63

    75             7.85       7.67    7.14    6.39    5.60          6.83

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

V6320 H (2-97)                         16
<PAGE>


                           ANNUITY TABLES (Continued)
- --------------------------------------------------------------------------------
                                    TABLE B
                       SETTLEMENT OPTIONS FOUR AND EIGHT
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

   Adjusted Age of                  Adjusted Age of Male Annuitant       
  Female Annuitant        55        60        62        65        70       75
- --------------------------------------------------------------------------------
        55               4.16      4.27      4.30      4.35      4.42     4.47
        60               4.34      4.51      4.57      4.66      4.78     4.86
        62               4.41      4.61      4.68      4.79      4.94     5.04
        65               4.51      4.76      4.85      4.99      5.20     5.35
        70               4.66      4.99      5.13      5.34      5.67     5.95
        75               4.78      5.19      5.37      5.66      6.16     6.63

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.


- --------------------------------------------------------------------------------
                                    TABLE C
                            SETTLEMENT OPTION SEVEN
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

                                 PERIOD CERTAIN

    5 YEARS              10 YEARS              15 YEARS             20 YEARS
- --------------------------------------------------------------------------------
     18.11                 9.83                  7.1                  5.75

Values  not  shown  will be  provided  upon  request.  Annual,  semiannual,  or
quarterly installments can be determined by multiplying the monthly installments
by 11.812853, 5.9572227, and 2.9914196 respectively.

                                       17
<PAGE>


                 A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

*  Purchase  Payments may be made until termination of the Contract.

* This Contract is Participating.








ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,  WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND MAY INCREASE OR DECREASE IN
ACCORDANCE WITH THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.  THERE ARE NO
GUARANTEED  MINIMUM  PAYMENTS OR CASH VALUES.  (SEE "CONTRACT  VALUE AND EXPENSE
PROVISIONS" AND "ANNUITY PAYMENT PROVISIONS" FOR DETAILS.)



                                  [SBL LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461



<PAGE>

[SBL LOGO]
- --------------------------------------------------------------------------------
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001


                         VARIFLEX SIGNATURE APPLICATION
- --------------------------------------------------------------------------------
1.  OWNER (Applicant)
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Sex M [ ]  F [ ] Date of Birth____________________
    Tax I.D. or SSN___________________________________
    Annuity Start Date________________________________
- --------------------------------------------------------------------------------
2.  JOINT OWNER
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Date of Birth_____________________________________
    Tax I.D. or SSN___________________________________
    Relationship to Owner_____________________________
- --------------------------------------------------------------------------------
3.  INITIAL PURCHASE PAYMENT
    (min. $25,000)____________________________________
- --------------------------------------------------------------------------------
4.  ALLOCATION OF PURCHASE PAYMENTS
    Emerging Growth Subaccount*                       ___________%
    Worldwide Equity Subaccount*                      ___________%
    Social Awareness Subaccount*                      ___________%
    Value Subaccount*                                 ___________%
    Growth Subaccount*                                ___________%
    Specialized Asset Allocation Subaccount*          ___________%
    Managed Asset Allocation Subaccount*              ___________%
    Equity Income Subaccount*                         ___________%
    Growth-Income Subaccount*                         ___________%
    Global Aggressive Bond Subaccount*                ___________%
    High Yield Subaccount*                            ___________%
    High Grade Income Subaccount*                     ___________%
    Money Market Subaccount*                          ___________%
    Fixed Account                                     ___________%
                                                          100%
- --------------------------------------------------------------------------------
5.  ANNUITANT (if different from Owner)
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Sex M [ ]  F [ ] Date of Birth____________________
    Tax I.D. or SSN___________________________________
- --------------------------------------------------------------------------------
6.  PRIMARY BENEFICIARY
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Relationship to Owner_____________________________
    Date of Birth_____________________________________
    SSN_______________________________________________
    (Upon the death of any owner, the Primary Beneficiary will receive any death
    benefit  which is payable,  only if there is no surviving  joint owner.  See
    prospectus for details.)
- --------------------------------------------------------------------------------
7.  SECONDARY BENEFICIARY
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Relationship to Owner_____________________________
    Date of Birth_____________________________________
    SSN_______________________________________________
- --------------------------------------------------------------------------------
8.  TYPE OF ANNUITY CONTRACT
    (check one box for each of A. and B.)
    A. [ ] Individual or [ ] Group
    B. [ ] Non Qualified [ ] 401(a) (Qual. Pension/Profit Sharing)
       [ ] 403(b) (TSA)  [ ] 401(k) (Qual. Savings Plan)
       [ ] 408 (IRA)     Type of Plan:
       [ ] 408(k) - (SEP)   ______________________________________
       [ ] 408 (SIMPLE)     ______________________________________
       [ ] 457 (Def. Comp.)
    NOTE: Items 5 through 7 are not applicable in applying for a group contract.
- --------------------------------------------------------------------------------
9.  Will this annuity replace or change any other insurance or annuity?  Yes [ ]
    No [ ]
    If yes, state company(ies) and contract number(s)___________________________
    Type of contract____________________________________________________________
    If 1035 exchange or other transfer of assets,  attach: (1) exchange form(s)
    or letter(s); and (2) replacement form(s) if applicable.
- --------------------------------------------------------------------------------
10. Special Instructions________________________________________________________
    ____________________________________________________________________________
    ____________________________________________________________________________
- --------------------------------------------------------------------------------
11. PLEASE CHECK THE FOLLOWING SERVICES THAT YOU WISH TO ELECT:
    Telephone Transfer Privilege

    [ ] I (We)  authorize SBL to make  transfers  among  accounts,  change the
        allocation  of future  purchases  and make changes to an existing  Asset
        Reallocation  or  Dollar  Cost  Averaging  option,  based  on  telephone
        instructions.  SBL has procedures to confirm that such  instructions are
        genuine  and will not be liable  for any  losses  due to  fraudulent  or
        unauthorized  instructions  provided  it complies  with its  procedures,
        which are set forth in the prospectus.

V7552 (2-97)
<PAGE>


12.  [ ] AUTOMATIC DOLLAR COST AVERAGING
     Please establish an automatic transfer from_______________________________
                                                 (Subaccount or Fixed Account)
     to (1)_____________________________________
              (Subaccount or Fixed Account)

    (Please  indicate  the  dollar or  percentage  split if going to one or more
    Subaccounts)  (2)_____________________________________
                         (Subaccount or Fixed Account)

    Please establish the transfer under the following option:
    Check only one:
    A.  [ ] $______________________ per transfer over _____________ months/years
    B.  [ ] Fixed Period _____________ months/years
    C.  [ ] Only Interest/Earnings over ___________  months/years.  Earnings
            will  accrue  for one time  period  (a month  or  quarter)  from the
            effective date before the first transfer occurs.

    Please make transfers:  [ ] Monthly  [ ] Quarterly
    I understand  that  automatic  transfers are subject to: (1) the terms of my
    contract; (2) the current prospectus;  and (3) such other rules as SBL shall
    enact. I also understand that any automatic  transfer from the Fixed Account
    may not  exceed an amount in which  would  exhaust  that  account  within 12
    months.
- --------------------------------------------------------------------------------
13. [ ] ASSET REALLOCATION REQUEST (Subaccounts)
    Emerging Growth                     ___________%
    Worldwide Equity                    ___________%
    Social Awareness                    ___________%
    Value                               ___________%
    Growth                              ___________%
    Specialized Asset Allocation        ___________%
    Managed Asset Allocation            ___________%
    Equity Income                       ___________%
    Growth-Income                       ___________%
    Global Aggressive Bond              ___________%
    High Yield                          ___________%
    High Grade Income                   ___________%
    Money Market                        ___________%
    Fixed Account                       ___________%

Please establish the Asset Reallocation option as follows:

Please make my first transaction on ___________________________and every 3
                                     Month       Day     Year
months thereafter.

The Fixed Account may not be used if the reallocation would violate the transfer
provisions of the Fixed Account as stated in the  prospectus.  INITIAL  PURCHASE
PAYMENT WILL BE ALLOCATED BASED ON  INSTRUCTIONS IN SECTION 4, UNLESS  OTHERWISE
INDICATED.
- --------------------------------------------------------------------------------
I have been given an effective  prospectus that describes the contract for which
I am applying. I have been given an effective prospectus for the fund underlying
each Subaccount above. If my annuity contract  qualifies under Section 403(b), I
declare that I know: (1) the limits on redemption  imposed by Section 403(b)(11)
of the IRS Code; and (2) the investment  choices  available  under my employer's
Section 403(b)  arrangement to which I may elect to transfer my account balance.
*I KNOW THAT ANNUITY PAYMENTS AND WITHDRAWAL  VALUES,  IF ANY, WHEN BASED ON THE
INVESTMENT  EXPERIENCE  OF A  SEPARATE  ACCOUNT OF SBL ARE  VARIABLE  AND DOLLAR
AMOUNTS  ARE  NOT  GUARANTEED.  The  amount  paid  and the  application  must be
acceptable  to SBL  under its rules and  practices.  If they are,  the  contract
applied for will be  effective  on its  Contract  Date.  If they are not,  SBL's
liability will be limited to a return of amount paid.
- --------------------------------------------------------------------------------
                   TAX IDENTIFICATION NUMBER CERTIFICATION**
UNDER PENALTIES OF PERJURY I CERTIFY THAT:
1. The number shown on this form is my correct  taxpayer  identification  number
   (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding  because:  (a) I am exempt from backup
   withholding,  or (b) I have not been notified by the Internal Revenue Service
   (IRS)  that I am subject  to backup  withholding  as a result of a failure to
   report all interest or dividends, or (c) the IRS has notified me that I am no
   longer subject to backup  withholding.

THE INTERNAL  REVENUE  SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS  DOCUMENT   OTHER  THAN  THE   CERTIFICATIONS   REQUIRED  TO  AVOID  BACKUP
WITHHOLDING.
- --------------------------------------------------------------------------------
Dated at______________________________________________
this __________ day of _______________________, 19____
______________________________________________________
                    Owner Signature
______________________________________________________
                 Joint Owner/Signature

REPRESENTATIVE'S  STATEMENT - To the best of knowledge,  this application is not
involved in replacement of life insurance or annuities, as defined in applicable
Insurance Department  Regulations,  except as stated in question 9 above. I have
complied with the requirements for disclosure and/or replacement.

______________________________________________________
         Representative Signature and Number
______________________________________________________
Print Representative's Full Name and Phone and Number
______________________________________________________
            Broker/Dealer Name and Number

- --------------------------------------------------------------------------------
**CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been  notified  by IRS that you are  currently  subject  to  backup  withholding
because  of  underreporting  interest  or  dividends  on your  tax  return.  For
contributions  to an  individual  retirement  arrangement  (IRA),  and generally
payments  other than  interest and  dividends,  you are not required to sign the
Certification, but you must provide your correct TIN.
- --------------------------------------------------------------------------------
[ ] Check this box if you would like a Statement of Additional Information.



<PAGE>

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

               (The Corporation was originally incorporated under
               the name of "The  National  Council of The Knights
               and Ladies of Security" which was later changed to
               "The Security Benefit  Association."  Its original
               Articles  of  Incorporation  were  filed  with the
               Kansas Secretary of State on February 22, 1892.)

                                     FIRST.

The name of this Corporation shall be SECURITY BENEFIT LIFE INSURANCE COMPANY.

                                     SECOND.

The Company is organized not for profit and is formed to make insurance upon the
lives  of  persons  and  every  insurance   appertaining  thereto  or  connected
therewith,  and to grant, purchase or dispose of annuities; to make insurance on
the health of individuals,  against accidental  personal injury,  disablement or
death, and against loss, liability or expense on account thereof; and to provide
benefits for its policy holders in the case of illness or injury.

                                     THIRD.

The location of its registered  office in the State of Kansas is at 700 Harrison
Street in the City of Topeka,  State of Kansas;  and the name and address of its
resident agent is Security Benefit Life Insurance Company,  700 Harrison Street,
Topeka, Shawnee County, Kansas 66636.

                                     FOURTH.

The term for which the Company is to exist is perpetual.

                                     FIFTH.

The Board of Directors shall consist of ten persons.

                                     SIXTH.

The Company shall operate on the mutual plan and shall have no capital stock.

<PAGE>

                                    SEVENTH.

The  conditions  of  membership  in the  company  shall be fixed by the Board of
Directors.

                                     EIGHTH.

A  Director  shall  not  be  personally  liable  to  the  Corporation  or to its
policyholders  for monetary  damages for breach of fiduciary duty as a director,
provided  that this  sentence  shall not  eliminate nor limit the liability of a
director.

     A.   for any breach of his or her duty of loyalty to the Corporation or its
          policyholders;

     B.   for acts or omissions not in good faith or which  involve  intentional
          misconduct or a knowing violation of law;

     C.   under the provisions of K.S.A. 17-6424 and amendments thereto; or

     D.   for any  transaction  from  which the  director  derived  an  improper
          personal benefit.

     This  Article  Eighth  shall  not  eliminate  or limit the  liability  of a
director for any act or omission occurring prior to the date this Article Eighth
becomes effective.

     IT  IS  HEREBY   CERTIFIED   that  the  foregoing   Restated   Articles  of
Incorporation only restate and integrate and do not further amend the provisions
of the  Corporation's  articles  of  incorporation  as  theretofore  amended  or
supplemented,  and that there is no discrepancy between those provisions and the
provisions of the restated articles.

     IT IS FURTHER  CERTIFIED that the Restated  Articles of Incorporation  were
duly set forth, proposed,  approved, and declared advisable by a resolution duly
adopted by the Board of Directors of the  Corporation at a regular  meeting held
on September  23/24,  1996, in accordance with the provisions of K.S.A.  17-6605
and amendments thereto, and the General Corporation Code of the State of Kansas,
and that these Restated Articles of Incorporation constitute all of the Articles
of Incorporation  of the Corporation and do hereby  supersede the  Corporation's
Articles of Incorporation originally filed as formerly supplemented or amended.

<PAGE>

     IN WITNESS WHEREOF, I have hereunto  subscribed my name at Topeka,  Kansas,
on this 31st day of October, 1996.

                                             HOWARD R. FRICKE
                                    --------------------------------------------
                                             Howard R. Fricke, President

ATTEST:

ROGER K. VIOLA
- -----------------------------------
Roger K. Viola, Secretary


STATE OF KANSAS    )
                   ) ss.
COUNTY OF SHAWNEE  )


     The  foregoing  instrument  was  acknowledged  before  me this  31st day of
October,  1996, by Howard R. Fricke and Roger K. Viola, president and secretary,
respectively,  of Security Benefit Life Insurance Company, a Kansas corporation,
on behalf of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal at Topeka, Kansas, on this 31st day of October, 1996.

                                             L. CHARMAINE LUCAS
                                    --------------------------------------------
                                             Notary Public

My Appointment Expires:  04/01/98


Approved for filing.

KATHLEEN SEBELIUS
- -----------------------------------
Kathleen Sebelius
Commissioner of Insurance

Date:     11-12-96
          -------------------------



<PAGE>

                                    BYLAWS OF
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                KNIGHTS & LADIES OF SECURITY - FEBRUARY 22, 1892
                SECURITY BENEFIT ASSOCIATION - SEPTEMBER 24, 1919
            SECURITY BENEFIT LIFE INSURANCE COMPANY - JANUARY 2, 1950

<PAGE>

                                    BYLAWS OF
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

ARTICLE I - OFFICES

  1.   The Home Office and  principal  place of business of the Company shall be
       in the city of Topeka,  state of Kansas.  The Company may also  establish
       branch  offices at such other places as the Board of  Directors  may from
       time to time determine.

ARTICLE II - ANNUAL MEETING

  1.   A meeting of the  policyholders  for the election of  directors  shall be
       held  annually at the home  office of the company at two o'clock  p.m. on
       the first Tuesday in June.  The first annual meeting shall be held on the
       first Tuesday in June in the year 1952.  Subsequent annual meetings shall
       be held on the first Tuesday in June in each year thereafter.

  2.   Notice  of the time and  place of the  annual  meeting  shall be given by
       imprinting the same on either premium notices, premium receipts,  premium
       record stubs, or on annual reports mailed to the policyholders.

ARTICLE III - VOTING

  1.   The qualified voters of the company shall consist of every  policyholder.
       For the purpose of this  section the term  "policyholder"  shall mean (1)
       the person  insured under an individual  policy of insurance  issued upon
       the  application of such person;  (2) the person who effectuates any such
       policy  upon the life of  another;  (3) the person to whom any annuity or
       pure endowment is presently or  prospectively  payable by the terms of an
       individual  annuity or pure  endowment  policy,  except  where the policy
       declares  some other person to be the owner  thereof,  in which case such
       owner shall be deemed to be the policyholder;  or (4) the employer, firm,
       group or association to whom or in whose name a master policy or contract
       of  group  insurance  or  other  from of  group  hospital  or  disability
       insurance,  including  group  annuity,  shall have been  issued and held,
       which  employer,  firm,  group or  association  shall be deemed to be one
       policyholder within the meaning of this section. No other person shall be
       deemed  to be a  "policyholder"  for  the  purpose  of  this  section.  A
       policyholder  as defined in this  section  shall be  entitled to only one
       vote  regardless of the number or size of his policies or contracts.  The
       policyholder  may vote in  person;  or may vote by  proxy  signed  by the
       person  legally  entitled to vote the same,  provided  the proxy shall be
       received  and  recorded on the books of the company at least  thirty days
       prior to the meeting at which it is to be used.

  2.   The qualified policyholders present, in person or by proxy, at the annual
       meeting  shall  constitute  a quorum and any matter  properly  before the
       meeting shall be decided by a majority of the policyholders present.

<PAGE>

  3.   Each qualified  policyholder present at the annual meeting shall have the
       right to cast as many votes in the aggregate as shall equal the number of
       directors to be regularly elected. Each qualified policyholder, in person
       or by proxy,  may cast the whole number of votes for one candidate or may
       divide his votes among two or more candidates.

  4.   Notwithstanding  any  inconsistent  provisions  of this  section,  if the
       company  by  action of its  directors  establishes  one or more  separate
       accounts for purposes of issuing contracts  providing benefits which vary
       directly according to the investment  experience of such separate account
       or accounts,  the directors,  upon approval of the rules and  regulations
       for each  separate  account will set forth the special  voting rights and
       procedures for owners of variable  contracts under such separate  account
       relating to investment policy, investment advisory services, selection of
       independent  public  accountants,  and such  other  matters  as they deem
       appropriate  in  relation  to the  administration  of the  assets of such
       separate account.

ARTICLE IV - BOARD OF DIRECTORS

  1.   The  management of all the affairs,  property and business of the company
       shall be  vested in and  exercised  by a board of  directors  of ten (10)
       persons,  all of whom shall be policyholders in the company. The board of
       directors may from time to time appoint an executive  committee and other
       committees with such powers as it may see fit, subject to such conditions
       as may be prescribed  by the board.  All  committees  so appointed  shall
       report  their  acts and  doings  to the  board of  directors  at its next
       meeting.  In the absence or  disqualification of a member of a committee,
       the member or members thereof present at any meeting and not disqualified
       from  voting,  whether  or  not  he or  they  constitute  a  quorum,  may
       unanimously  appoint  another  member of the board of directors to act at
       the meeting in the place of any such absent or disqualified member.

  2.   The  directors  now in  office  shall  continue  to hold  office  for the
       remainder of the terms for which they were severally elected.

  3.   At each annual meeting there shall be elected not less than one-fifth nor
       more than one-third of the members of the board of directors to serve for
       not more than five years nor more than three years respectively.

  4.   The board of  directors  shall,  at least ninety days prior to any annual
       meeting,  nominate  candidates for each vacancy in the board to be filled
       at such annual meeting.

  5.   Any group of  qualified  policyholders  equal in number to or  greater in
       number than one percent of the total number of policies of the company in
       force may make other  nominations  for one or more vacancies in the board
       of directors by filing with the secretary,  at least ninety days prior to
       any annual meeting, a duly signed and acknowledged certificate giving the
       names and addresses of the  candidates  nominated.  Upon  receiving  such
       certificate,  the secretary shall thereupon report the receipt thereof to
       the board of directors at its first regular meeting  following receipt of
       such certificate.

<PAGE>

  6.   Should the board of directors  fail to nominate  candidates for vacancies
       in the board of directors to be filled at the annual  meeting as provided
       in  Section 4 hereof,  and  should  the  policyholders  fail to  nominate
       candidates  for  vacancies  in the board of directors to be filled at the
       annual  meeting  then,  and in such case,  vacancies  to be filled at the
       annual meeting may be filled by the policyholders.

  7.   Any vacancy in the board occurring in the interim between annual meetings
       shall be filled by the  remaining  members  thereof until the next annual
       meeting, at which time a successor shall be elected to fill the unexpired
       term  except  vacancies  occurring  by  reason of  increase  in number of
       directors,  in which event such  vacancies  shall be filled at the annual
       meeting.

  8.   Regular and special  meetings  of the board of  directors  may be held at
       such place or places  within or without  the state of Kansas as the board
       of directors  may from time to time  designate.  Special  meetings of the
       board of directors  may be called at any time by the  president or by any
       three directors.  The secretary shall give notice of each special meeting
       by  mailing  the  same  at  least  two  days  before  the  meeting  or by
       telegraphing  the  same at  least  one day  before  the  meeting  to each
       director, but such notice may be waived by any director. Unless otherwise
       indicated in the notice  thereof,  any and all business may be transacted
       at a special meeting.  The number of directors  necessary to constitute a
       quorum shall be not less than five; except that if the board of directors
       consists of nine members or less, a majority may constitute a quorum.

  9.   The fee to be paid to the directors for their  services shall be fixed by
       resolution of the board.

 10.   The board of  directors  may appoint  advisory  directors  to serve for a
       period of not more than one year. Such appointed directors shall act only
       in an advisory  capacity without right to vote. An advisory  director may
       be removed by the board of  directors  whenever in its  judgment the best
       interests  of the  company  would be served  thereby.  The fee to be paid
       advisory directors for their services shall be fixed by resolution of the
       board.

 11.   Nothing in this Article,  however,  should be construed as to prevent the
       directors from establishing one or more separate accounts for purposes of
       issuing  contracts with variable  benefits and approving such  additional
       voting  rights  for  variable  contract  owners as may be  authorized  or
       required by the law.

ARTICLE V - OFFICERS

  1.   The  officers  of  the  company  shall  be a  chairman  of the  board,  a
       president,  one or more vice  presidents,  a treasurer,  a secretary,  an
       actuary,  and such other  officers  as may be  appointed  by the board of
       directors. Any two or more offices may be held by the same person, except
       the offices of  president  and  secretary.  All  officers of the company,
       except  appointed  officers,  shall be elected  annually  by the board of
       directors at the first meeting of the board of directors  held after each
       annual  meeting of the  policyholders.  If the election of officers shall
       not be  held  at  such  meeting,  such  election  shall  be  held as soon
       thereafter as 

<PAGE>

       conveniently may be. Vacancies may be filled or new offices filled at any
       meeting of the board of  directors.  Each officer shall hold office until
       his  successor  shall have been duly elected or appointed  and shall have
       qualified,  or until his death,  or until he shall have resigned or shall
       have been removed in the manner hereinafter provided.

       Any officer elected or appointed by the board of directors may be removed
       by the board of directors  whenever in its judgment the best  interest of
       the company  would be served  thereby,  but such removal shall be without
       prejudice to the contract rights, if any, of the person so removed.

  2.   The chairman of the board shall preside at all meetings of  policyholders
       or directors  and shall perform such other duties as shall be assigned to
       him by the board of  directors.  In the  absence of the  chairman  of the
       board,  the president  shall preside over  meetings of  policyholders  or
       directors.

  3.   The president shall be chief executive officer of the company, unless the
       chairman of the board is so  designated,  and he shall perform such other
       duties as are  incident to the office of the  president  or are  properly
       assigned to him by the board of directors.

  4.   The vice  presidents  shall have such powers and discharge such duties as
       may be assigned to them from time to time by the board of directors.

  5.   The treasurer shall have charge and custody of and be responsible for all
       funds and  securities  of the  company;  shall  disburse the funds of the
       company in  payments of just  demands  against it or as may be ordered by
       the board of directors, and in general perform all the duties incident to
       the office of treasurer and such other duties as may from time to time be
       assigned to him by the board of directors.  The assistant  treasurer,  if
       any, may sign in place of the treasurer with the same force and effect as
       the treasurer is authorized to sign.

  6.   The secretary shall keep the minutes of meetings of the policyholders and
       of the  board  of  directors,  see  that all  notices  are duly  given in
       accordance  with the  provisions  of these  bylaws or as required by law;
       shall be custodian of the corporate records and seal of the company,  and
       in general  perform all duties  incident to the office of  secretary  and
       such  other  duties  as may from time to time be  assigned  to him by the
       board of directors.  The assistant secretary, if any, may sign and attest
       documents  with the same force and effect as the  secretary is authorized
       to sign and attest.

  7.   The actuary shall have general supervision over all computations relating
       to premium  rates,  policy  dividends,  reserves  and  surrender  values,
       preparation  of the annual  statement of the company,  perform such other
       duties as are  incident  to his office and such other  duties as may from
       time to time be assigned to him by the board of directors.  In absence or
       inability  of the  actuary,  his duties may be  performed by an associate
       actuary or by an assistant actuary.

<PAGE>

  8.   The  salaries  of the  officers  shall be fixed  from time to time by the
       board of directors, and no officer shall be prevented from receiving such
       salary by reason of the fact that he is also a director of the company.

  9.   The  company  shall  indemnify  every  person,  his heirs,  executors  or
       administrators,  who is or was a  director,  officer,  or employee of the
       company,  or is or  was  serving  at the  request  of  the  company  as a
       director,  officer or employee of another  business  entity,  to the full
       extent permitted or authorized by the laws of the state of Kansas, as now
       in effect and as  hereafter  amended,  against any  liability,  judgment,
       fine, amount paid in settlement,  cost or expense  (including  attorney's
       fees)  asserted or threatened  against and incurred by such person in his
       capacity  as or arising  out of his  status as a  director,  officer,  or
       employee of the company or, if serving at the request of the company as a
       director,   officer  or  employee  of  another   business   entity.   The
       indemnification  provided by this bylaw  provision shall not be exclusive
       of any other rights to which those  indemnified may be entitled under any
       other bylaw or under any agreement, vote of stockholders or disinterested
       directors  or  otherwise,  and shall not limit in any way any right which
       the company may have to make different or further  indemnifications  with
       respect to the same or different persons or classes of persons.

ARTICLE VI - SEAL

  1.   The corporate seal of the company shall consist of two concentric circles
       between which shall be the name of the company and in the center of which
       shall be inscribed the year of its incorporation.

ARTICLE VII - FRATERNAL CERTIFICATES

  1.   The gross  premium  payable  with respect to each  fraternal  certificate
       issued  by  the  corporation   shall  be  the  sum  designated  prior  to
       transformation  of the corporation from a fraternal  benefit society to a
       mutual life  insurance  company as home office  premium plus a collection
       charge equal to the sum paid prior to such  transformation as subordinate
       council  dues or  collection  fee.  Provided,  however,  that the  annual
       collection  charge  payable  with respect to each  fraternal  certificate
       shall not in any case exceed $2.40.

  2.   The gross  premium for each  fraternal  certificate  shall become due and
       payable, without notice, on the first day of the calendar month following
       the period for which  prior  payment  has been made.  The first  calendar
       month  following  the  period  for which  payment  has been made shall be
       allowed as a grace period  during which the  certificate  shall remain in
       full force and effect.  If the gross premium for any  certificate  is not
       paid when due or within the grace period,  such  certificate  shall be in
       default  and all  rights  and  benefits  thereunder  shall be  forfeited,
       without notice,  except as may otherwise be provided by the terms of such
       certificate.

  3.   Every fraternal  certificate  which shall become in default on account of
       nonpayment  of gross  premiums may be reinstated at any time within sixty
       days  after  the date of such  default  by  payment  in full of the gross
       premiums in arrears,  provided the insured under such  certificate  

<PAGE>

       is in sound  mental and physical  condition on the date of such  payment.
       Any  payment  of  gross  premiums  made  for  the  purpose  of  effecting
       reinstatement  under the  provisions of this section  shall  constitute a
       representation  by the insured  making such  payment that he or she is in
       sound mental and  physical  condition;  and the receipt and  retention of
       such payment shall not effect  reinstatement  of the  certificate  if the
       insured is not in sound mental and physical condition.

  4.   Every fraternal  certificate  which shall become in default on account of
       nonpayment of gross  premiums,  and which shall not have been  reinstated
       within sixty days after the date of such default,  may be reinstated only
       in  accordance  with and as  permitted by the rules and  regulations  for
       reinstatement prescribed by the board of directors.

  5.   Any  person  or  corporation  may  be  appointed  as a  beneficiary  in a
       fraternal   certificate,   except  as   eligibility   with   respect   to
       beneficiaries  may be  restricted  by the laws of the  state in which the
       certificate was first delivered to the insured.

  6.   The owner of a fraternal  certificate in force may at any time change the
       beneficiary  by filing a satisfactory  written  notice  therefor with the
       company  at its  home  office.  The  fraternal  certificate  need  not be
       presented for endorsement  except upon written request of the company.  A
       change of beneficiary  shall not be effective  until it has been recorded
       by the company at its home  office.  After such  recordation,  the change
       shall relate back to and take effect as of the date the owner signed said
       written request, whether or not the insured be living at the time of such
       recordation,  but  without  prejudice  to the  company  on account of any
       payment  made by it before  receipt of such  written  request at its home
       office.  If  there be more  than  one  beneficiary  the  interest  of any
       deceased  beneficiary  shall pass to the  survivor or  survivors,  unless
       otherwise  directed by the owner and recorded at the home  office.  If no
       designated beneficiary survives the insured, the amount payable under the
       certificate   shall  be  paid  in  a  lump  sum  to  the   executors   or
       administrators of the insured.

  7.   Whenever  the age of an  insured  in a  fraternal  certificate  has  been
       understated in his or her application for insurance,  and the correct age
       was  within the age  limits of the  corporation,  the amount of the death
       benefit payable under such certificate shall be such as the premiums paid
       would have  purchased at the correct age  according to the  corporation's
       premium  rates in  force on the  issue  date of the  certificate.  If the
       correct  age  of the  insured  was  not  within  the  age  limits  of the
       corporation,   the  liability  of  the  corporation   under  his  or  her
       certificate  shall  be the  premiums  paid  thereon.  If the age has been
       overstated in the application, no additional amount of insurance or other
       values shall be granted on account of any excess  premium paid,  but such
       excess premium shall be returned without interest.

  8.   That part of the gross premium  designated prior to transformation of the
       corporation  as home office  premium  shall,  with  respect to  fraternal
       certificates issued on the pure assessment plan, be payable in accordance
       with the following premium table:

<PAGE>

                        PREMIUMS PER $1,000 OF INSURANCE

 AGE NEAREST                          AGE NEAREST
  BIRTHDAY      MONTHLY      ANNUAL     BIRTHDAY      MONTHLY     ANNUAL
      16         $1.15       $13.25       49           $3.25      $37.45
      17          1.20        13.50       50            3.40       39.25
      18          1.20        13.80       51            3.60       41.10
      19          1.20        14.10       52            3.75       43.10
      20          1.25        14.40       53            3.95       45.30
      21          1.30        14.75       54            4.15       47.55
      22          1.30        15.10       55            4.35       50.00
      23          1.35        15.45       56            4.60       52.65
      24          1.40        15.80       57            4.85       55.45
      25          1.40        16.20       58            5.10       58.45
      26          1.45        16.65       59            5.40       61.65
      27          1.50        17.10       60            5.70       65.05
      28          1.50        17.55       61            6.00       67.25
      29          1.55        18.05       62            6.40       71.10
      30          1.60        18.55       63            6.80       75.30
      31          1.65        19.10       64            7.20       79.85
      32          1.70        19.70       65            7.65       84.70
      33          1.75        20.30       66            8.15       89.95
      34          1.80        20.95       67            8.65       95.60
      35          1.90        21.65       68            9.25      101.70
      36          1.95        22.40       69            9.85      108.30
      37          2.00        23.15       70           10.55      115.45
      38          2.10        24.00       71           11.30      123.15
      39          2.15        24.85       72           12.15      131.55
      40          2.25        25.80       73           13.00      140.60
      41          2.30        26.80       74           14.00      150.50
      42          2.40        27.85       75           15.10      161.20
      43          2.50        28.95       76           16.25      172.85
      44          2.60        30.15       77           17.55      185.55
      45          2.70        31.45       78           19.00      199.35
      46          2.85        32.80       79           20.60      214.45
      47          2.95        34.25       80 and over  22.35      230.90
      48          3.10        35.90

<PAGE>

       The  premium  rates as  stated  in said  table  shall  be based  upon the
       attained  age nearest  birthday  of the insured as of July 1, 1935.  Each
       insured  under  a pure  assessment  fraternal  certificate  shall,  after
       premiums in accordance with the above table have been paid for three full
       years,  be  entitled  to  the  nonforfeiture  options  of  extended  term
       insurance,  paid up insurance or  certificate  loans to the extent of the
       tabular reserve to the credit of such certificate.

  9.   Any insured under a pure assessment fraternal certificate may, in lieu of
       making premium payments in accordance with the premium table specified in
       the preceding  section,  elect to continue to make monthly  payments upon
       his  certificate at the rate paid for the month of January,  1935. In the
       event of such election,  the certificate  upon which such payment is made
       shall  automatically  be  reduced  to such  face  amount  of  whole  life
       insurance  (with the reserve thereon  computed  according to the American
       Experience  Table of Mortality with an interest  assumption of 4%) as the
       payment  actually  made would  purchase  at the rates  specified  in said
       premium table for the attained age nearest  birthday of the insured as of
       July 1, 1935. The payment by any insured for the month of July, 1935, and
       subsequent  months  at the rate  paid by such  insured  for the  month of
       January,  1935, shall be considered an election by such insured to reduce
       the amount of his  certificate  and  continue  the same in force for such
       reduced face amount.  Each insured who elects to continue to make monthly
       payments upon his  certificate at the rate paid for the month of January,
       1935, shall,  after such payments have been made for three full years, be
       entitled to the nonforfeiture options of extended term insurance, paid up
       insurance or  certificate  loans to the extent of the tabular  reserve to
       the credit of such certificate.

 10.   Every  fraternal  certificate  issued  prior to January  1,  1938,  which
       contains  nonforfeiture  provisions is, with respect to such  provisions,
       hereby amended as follows:

            In the event the owner does not within sixty days after the due date
            of any  premium  in  default  elect  in  writing  any  of the  other
            available nonforfeiture options, the insurance will be automatically
            continued in force as  nonparticipating  extended term  insurance in
            accordance  with  the  extended  term  insurance  provision  of  the
            certificate:   Provided,   however,   that  the  insurance  under  a
            certificate  which  does not  contain  an  extended  term  insurance
            provision   will   be   automatically    continued   in   force   as
            nonparticipating  paid up insurance in  accordance  with the paid up
            insurance provision of the certificate.

 11.   The owner of each  fraternal  certificate  in good standing  prior to the
       transformation  of the corporation from a fraternal  benefit society to a
       mutual  life   insurance   company   shall  have  the  right  after  such
       transformation to transfer the insurance evidenced by such certificate to
       the mutual life plan in the manner provided by law. The company shall not
       have  the  right  to  levy  an  assessment  against  the  owner  of  such
       transferred  insurance or impose a lien  against the reserve  standing to
       the credit thereof.

<PAGE>

 12.   The right and power  heretofore  existing in the  corporation  to levy an
       assessment in addition to the gross premiums payable with respect to each
       fraternal certificate is hereby irrevocably waived.

 13.   The term  "fraternal  certificate,"  wherever  the same  appears in these
       bylaws,  shall mean and apply to all beneficiary  certificates  issued by
       the  corporation  prior to its  transformation  from a fraternal  benefit
       society to a mutual life insurance company.

ARTICLE VIII - AMENDMENTS

  1.   These  bylaws may be  amended,  changed or  repealed by a majority of the
       board of directors at any regular or special  meeting of the board.  They
       may also be amended,  changed or  repealed  at any annual  meeting of the
       policyholders  by a  majority  vote of the  policyholders  at any  annual
       meeting,  provided that such proposed  amendment,  change or repeal to be
       considered  at the annual  meeting of the  policyholders  shall have been
       submitted  in writing and filed with the  secretary  at least ninety days
       before the time for holding the annual meeting at which action thereon is
       to be taken.



<PAGE>

March 5, 1997

Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001

Dear Sir/Madam:

This letter is with  reference  to the  Registration  Statement  of SBL Variable
Annuity  Account  VIII  of  which  Security   Benefit  Life  Insurance   Company
(hereinafter "SBL") is the Depositor. Said Registration Statement is being filed
with the Securities and Exchange  Commission for the purpose of registering  the
variable  annuity  contracts  issued by SBL and the  interests  in SBL  Variable
Annuity  Account VIII under such variable  annuity  contracts which will be sold
pursuant to an indefinite registration.

I have examined the Articles of Incorporation  and bylaws of SBL, minutes of the
meetings of its Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents  which I have  deemed  relevant.  Based  on the
foregoing, it is my opinion that:

1.  SBL is duly  organized  and  validly  existing  as a mutual  life  insurance
    company under the laws of the State of Kansas.

2.  SBL Variable  Annuity  Account  VIII has been validly  created as a Separate
    Account in accordance with the pertinent provisions of the insurance laws of
    Kansas.

3.  SBL has the power,  and has validly and legally  exercised it, to create and
    issue the variable annuity  contracts which are  administered  within and by
    means of SBL Variable Annuity Account VIII.

4.  The  amount  of  variable  annuity  contracts  to be  sold  pursuant  to the
    indefinite registration,  when issued, will represent binding obligations of
    SBL in accordance  with their terms providing said contracts were issued for
    the considerations  set forth therein and evidenced by appropriate  policies
    and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee
Associate General Counsel and Vice President
Security Benefit Life Insurance Company



<PAGE>

                         Consent of Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  7, 1997,  with  respect  to the  financial
statements of Security  Benefit Life Insurance  Company and subsidiaries and the
financial   statements  of  Variable   Annuity  Account  VIII  included  in  the
Registration  statement  on Form N-4 and the  related  Statement  of  Additional
Information accompanying the Prospectus of Variflex Signature Variable Annuity.

                                                      ERNST & YOUNG LLP
                                                      --------------------------
                                                      Ernst & Young LLP

Kansas City, Missouri
March 21, 1997



<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000       (1+T)1               =                  1135.39
                        (1+T)1               =                  1.13539
                         1+T                 =                  1.13539
                          T                  =                   .1354

5 Year

             1000       (1+T)5               =               1868.89
                       ((1+T)5)1/5           =              (1.86889)1/5
                         1+T                 =               1.1332266
                           T                 =                .1332

10 Year

             1000       (1+T)10              =               3450.55
                       ((1+T)10)1/10         =              (3.45055)1/10
                         1+T                 =               1.13185
                           T                 =                .1318

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000      (1+T)1                =               1111.35
                       (1+T)1                =               1.11135
                        1+T                  =               1.11135
                          T                  =                .1114

5 Year

             1000       (1+T)5               =               1581.74
                       ((1+T)5)1/5           =              (1.58174)1/5
                         1+T                 =               1.0960416
                           T                 =                .096

10 Year

             1000       (1+T)10              =                3155.65
                       ((1+T)10)1/10         =              (3.15565)1/10
                         1+T                 =               1.121783
                           T                 =                .1218

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                               MONEY MARKET YIELD

             Money Market Series (Series C) as of December 30, 1996

NO ADMINISTRATION FEE

CALCULATION OF CHANGE IN UNIT VALUE:

(Unrounded    Unrounded)
(  Price        Price  )

(12-29-96  -  12-22-96 ) =  10.72448510064  -  10.71235817659 = .00113204990
 ----------------------     ---------------------------------
(     Unrounded Price  )             10.71235817659
(        12-22-96      )


ANNUALIZED YIELD:

365/7 (.00113204990)  =  5.90%

EFFECTIVE YIELD:

(1 + .00113204990)365/7 - 1 = 6.08%

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000     (1+T)1                 =               1104.49
                      (1+T)1                 =               1.10449
                       1+T                   =               1.10449
                         T                   =                .1045

5 Year

             1000      (1+T)5                =               1562.47
                      ((1+T)5)1/5            =              (1.56247)1/5
                        1+T                  =               1.0933579
                          T                  =                .0934

10 Year

             1000      (1+T)10               =               1168.73
                      ((1+T)10)1/10          =              (1.16873)1/10
                        1+T                  =               1.015714
                          T                  =                .0157

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000     (1+T)1                 =               924.37
                      (1+T)1                 =              .92437
                       1+T                   =              .92437
                         T                   =             -.0756

5 Year

             1000        (1+T)5              =              1201.95
                        ((1+T)5)1/5          =            (1.20195)1/5
                          1+T                =             1.0374741
                            T                =              .0375

10 Year

             1000        (1+T)10             =             1764.43
                        ((1+T)10)1/10        =            (1.76443)1/10
                          1+T                =             1.058426
                            T                =              .0584

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000       (1+T)1               =               1117.18
                        (1+T)1               =               1.11718
                         1+T                 =               1.11718
                           T                 =                 .1172

5 Year

             1000       (1+10)5              =               1731.43
                      ((1+T)5)1/5            =              (1.73143)1/5
                         1+T                 =               1.1160432
                          T                  =                .1160

5.67 Years (From date of inception May 1, 1991)

             1000       (1+10)5.67           =               1852.64
                       ((1+T)5.67)1/5.67     =              (1.85264)1/5.67
                         1+T                 =               1.114883
                           T                 =                .1149

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000      (1+T)1                =                1110.00
                       (1+T)1                =                1.1100
                        1+T                  =                1.1100
                          T                  =                 .1100

4.17 Years (From date of inception October 1, 1992)

             1000       (1+T)4.17            =               1592.34
                       ((1+T)4.17)1/4.17     =              (1.59234)1/4.17
                         1+T                 =               1.118021
                           T                 =                .1180

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000      (1+T)1                =               1066.90
                       (1+T)1                =               1.0669
                        1+T                  =               1.0669
                          T                  =                .0669

1.59 Years (From date of inception June 1, 1995)

             1000        (1+T)1.59           =               1138.38
                        ((1+T)1.59)1/1.59    =              (1.13838)1/1.59
                          1+T                =               1.084928
                            T                =                .0849

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000       (1+T)1               =             1072.18
                        (1+T)1               =             1.07218
                         1+T                 =             1.07218
                           T                 =              .0722

1.59 Years (from date of inception June 1, 1995)

             1000       (1+T)1.59            =             1138.65
                       ((1+T)1.59)1/1.59     =            (1.13865)1/1.59
                         1+T                 =             1.08509
                           T                 =              .0851

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000     (1+T)1                 =             1058.78
                      (1+T)1                 =             1.05878
                       1+T                   =             1.05878
                         T                   =              .0588

1.59 Years (from date of inception June 1, 1995)

             1000       (1+T)1.59            =             1126.54
                       ((1+T)1.59)1/1.59     =            (1.12654)1/1.59
                         1+T                 =             1.077817
                           T                 =              .0778

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000      (1+T)1                =             1129.46
                       (1+T)1                =             1.12946
                        1+T                  =             1.12946
                          T                  =              .1295

1.59 Years (from date of inception June 1, 1995)

             1000      (1+T)1.59             =             1311.31
                      ((1+T)1.59)1/1.59      =            (1.31131)1/1.59
                        1+T                  =             1.185847
                          T                  =              .1858

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                                HIGH YIELD SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

 .40 Year (from date of inception August 5, 1996)

             1000        (1+T).40            =             1006.00
                        ((1+T).40)1/.40      =            (1.006)1/.40
                          1+T                =             1.015068
                            T                =              .0151

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000        (1+T)1              =               1189.39
                         (1+T)1              =               1.18939
                          1+T                =               1.18939
                            T                =                .1894

5 Year

             1000         (1+T)5             =               1912.30
                         ((1+T)5)1/5         =              (1.9123)1/5
                           1+T               =               1.1384428
                             T               =                .1384

10 Year

             1000         (1+T)10            =               3450.55
                         ((1+T)10)1/10       =              (3.45055)1/10
                           1+T               =               1.13185
                             T               =                .1318

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000         (1+T)1             =               1165.35
                          (1+T)1             =               1.16535
                           1+T               =               1.16535
                             T               =                .1654

5 Year

             1000         (1+T)5             =               1619.26
                         ((1+T)5)1/5         =              (1.61926)1/5
                           1+T               =               1.1011927
                             T               =                .1012

10 Year

             1000         (1+T)10            =               3155.65
                         ((1+T)10)1/10       =              (3.15565)1/10
                           1+T               =               1.121783
                             T               =                .1218

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000        (1+T)1              =               1158.49
                         (1+T)1              =               1.15849
                          1+T                =               1.15849
                            T                =                .1585

5 Year

             1000        (1+T)5              =               1599.76
                        ((1+T)5)1/5          =              (1.59976)1/5
                          1+T                =               1.0985276
                            T                =                .0985

10 Year

             1000        (1+T)10             =               1168.73
                        ((1+T)10)1/10        =              (1.16873) 1/10
                          1+T                =               1.015714
                            T                =                .0157

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000         (1+T)1             =               978.37
                          (1+T)1             =              .97837
                           1+T               =              .97837
                             T               =             -.0216

5 Year

             1000         (1+T)5             =            1236.07
                         ((1+T)5)1/5         =            (1.23607)1/5
                           1+T               =             1.0432986
                             T               =              .0433

10 Year

             1000         (1+T)10            =             1764.43
                         ((1+T)10)1/10       =            (1.76443)1/10
                           1+T               =             1.058426
                             T               =              .0584

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000       (1+T)1               =               1171.18
                        (1+T)1               =               1.17118
                         1+T                 =               1.17118
                           T                 =                .1712

5 Year

             1000       (1+10)5              =               1772.29
                       ((1+T)5)1/5           =              (1.77229)1/5
                         1+T                 =               1.1212616
                           T                 =                .1213

5.67 Years (From date of inception May 1, 1991)

             1000        (1+10)5.67          =               1852.64
                        ((1+T)5.67)1/5.67    =              (1.85264)1/5.67
                          1+T                =               1.114883
                            T                =                .1149

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000      (1+T)1                =                1164.00
                       (1+T)1                =                1.164
                        1+T                  =                1.164
                          T                  =                 .164

4.17 Years (From date of inception October 1, 1992)

             1000        (1+T)4.17           =               1630.15
                        ((1+T)4.17)1/4.17    =               1.63015
                          1+T                =               1.12433
                            T                =                .1243

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000      (1+T)1                =               1120.90
                       (1+T)1                =               1.1209
                        1+T                  =               1.1209
                          T                  =                .1209

1.59 Years (From date of inception June 1, 1995)

             1000       (1+T)1.59            =               1196.00
                       ((1+T)1.59)1/1.59     =              (1.196)1/1.59
                         1+T                 =               1.119148
                           T                 =                .1191

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

              1000       (1+T)1              =             1126.18
                         (1+T)1              =             1.12618
                          1+T                =             1.12618
                            T                =              .1262

1.59 Years (from date of inception June 1, 1995)

             1000        (1+T)1.59           =             1196.00
                        ((1+T)1.59)1/1.59    =            (1.19600)1/1.59
                          1+T                =             1.119148
                            T                =              .1191

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000      (1+T)1                =             1112.78
                       (1+T)1                =             1.11278
                        1+T                  =             1.11278
                          T                  =              .1128

1.59 Years (from date of inception June 1, 1995)

             1000       (1+T)1.59            =              1184.00
                       ((1+T)1.59)1/1.59     =            (1.18400)1/1.59
                         1+T                 =             1.112073
                           T                 =              .1121

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

1 Year

             1000       (1+T)1               =             1183.46
                        (1+T)1               =             1.18346
                         1+T                 =             1.18346
                           T                 =              .1835

1.59 Years (from date of inception June 1, 1995)

             1000       (1+T)1.59            =             1374.00
                       ((1+T)1.59)1/1.59     =            (1.37400)1/1.59
                         1+T                 =             1.221192
                           T                 =              .2212

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                                HIGH YIELD SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
             (without deduction of contingent deferred sales charge)

 .40 Year (from date of inception August 5, 1996)

             1000     (1+T).40               =             1060.00
                     ((1+T).40)1/.40         =            (1.06000)1/.40
                       1+T                   =             1.156817
                         T                   =              .1568

<PAGE>

VARIFLEX SIGNATURE                                      ITEM 24.B EXHIBIT (13)

                          NONSTANDARDIZED TOTAL RETURN

(ENDING PRICE     )   -   1   =   Nonstandardized Total Return
 -----------------
(Beginning Price  )

SERIES A - Nonstandardized Total Return

From inception (June 8, 1984)        (16.31)-1 = 506.32%
                                      -----
                                     ( 2.69)

<PAGE>

                            HIGH GRADE INCOME SERIES


Yield Calculation As Of December 31, 1996 = 9.92%

 [[    (121,406.22-0.00)      ]6]
2[[ ----------------------- +1] ]-1
 [[ (1,323,876.0458)(11.31)   ] ]


 [((  121,406.22   )   )6]
2[(( ------------- ) +1) ]-1
 [(( 14,973,038.07 )   ) ]


2[((.0081083224 + 1)6)-1]


2[(1.0081083224)6 -1]


2[(1.0496 - 1)]


2(.0496)

            =    .0992



<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        THOMAS R. CLEVENGER
                                        ---------------------------
                                        Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        ---------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- ----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by SECURITY  BENEFIT LIFE INSURANCE  COMPANY and any SECURITY  VARIABLE  ANNUITY
ACCOUNT VIII with like effect as though said  Registration  Statements and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        SISTER LORETTO MARIE COLWELL
                                        -----------------------------
                                        Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- ----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        JOHN C. DICUS
                                        -----------------------------
                                        John C. Dicus

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- ----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Melanie S. Fannin,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        MELANIE S. FANNIN
                                        -----------------------------
                                        Melanie S. Fannin

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- ----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY  and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        HOWARD R. FRICKE
                                        -----------------------------
                                        Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

       4/1/98
- ------------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        W. W. HANNA
                                        -----------------------------
                                        W. W. Hanna

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- -----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        JOHN E. HAYES, JR.
                                        -----------------------------
                                        John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- -----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        LAIRD G. NOLLER
                                        -----------------------------
                                        Laird G. Noller

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

         4/1/98
- -----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        FRANK C. SABATINI
                                        -----------------------------
                                        Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- ----------------------

<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any  SECURITY  VARIABLE  ANNUITY  ACCOUNT  VIII with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                        ROBERT C. WHEELER
                                        -----------------------------
                                        Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                        L. CHARMAINE LUCAS
                                        -----------------------------
                                        Notary Public

My Commission Expires:

        4/1/98
- -----------------------


<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              001
        <NAME>                                SERIES A
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      30,692
<INVESTMENTS-AT-VALUE>                                     31,719
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             31,719
<PAYABLE-FOR-SECURITIES>                                   31,719
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        31,719
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,987
<SHARES-COMMON-PRIOR>                                         290
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      899
<NET-ASSETS>                                               31,719
<DIVIDEND-INCOME>                                             167
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                226
<NET-INVESTMENT-INCOME>                                      (59)
<REALIZED-GAINS-CURRENT>                                    1,899
<APPREC-INCREASE-CURRENT>                                     899
<NET-CHANGE-FROM-OPS>                                       2,739
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     2,499
<NUMBER-OF-SHARES-REDEEMED>                                   802
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,697
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               226
<AVERAGE-NET-ASSETS>                                       17,772
<PER-SHARE-NAV-BEGIN>                                       13.20
<PER-SHARE-NII>                                             (.05)
<PER-SHARE-GAIN-APPREC>                                      2.81
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         15.96
<EXPENSE-RATIO>                                              1.27
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              002
        <NAME>                                SERIES B
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      20,771
<INVESTMENTS-AT-VALUE>                                     20,552
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             20,552
<PAYABLE-FOR-SECURITIES>                                   20,552
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        20,552
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,389
<SHARES-COMMON-PRIOR>                                         249
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    (325)
<NET-ASSETS>                                               20,552
<DIVIDEND-INCOME>                                             299
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                161
<NET-INVESTMENT-INCOME>                                       138
<REALIZED-GAINS-CURRENT>                                    1,785
<APPREC-INCREASE-CURRENT>                                   (325)
<NET-CHANGE-FROM-OPS>                                       1,598
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,372
<NUMBER-OF-SHARES-REDEEMED>                                   232
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,140
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               161
<AVERAGE-NET-ASSETS>                                       11,857
<PER-SHARE-NAV-BEGIN>                                       12.70
<PER-SHARE-NII>                                               .17
<PER-SHARE-GAIN-APPREC>                                      1.93
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         14.80
<EXPENSE-RATIO>                                              1.36
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              003
        <NAME>                                SERIES C
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      16,204
<INVESTMENTS-AT-VALUE>                                     16,299
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             16,299
<PAYABLE-FOR-SECURITIES>                                   16,299
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        16,299
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,520
<SHARES-COMMON-PRIOR>                                         289
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      117
<NET-ASSETS>                                               16,299
<DIVIDEND-INCOME>                                             619
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                221
<NET-INVESTMENT-INCOME>                                       398
<REALIZED-GAINS-CURRENT>                                       62
<APPREC-INCREASE-CURRENT>                                     117
<NET-CHANGE-FROM-OPS>                                         577
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     5,023
<NUMBER-OF-SHARES-REDEEMED>                                 3,792
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,231
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               221
<AVERAGE-NET-ASSETS>                                        9,645
<PER-SHARE-NAV-BEGIN>                                       10.35
<PER-SHARE-NII>                                               .44
<PER-SHARE-GAIN-APPREC>                                     (.07)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.72
<EXPENSE-RATIO>                                              2.29
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              004
        <NAME>                                SERIES D
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      15,488
<INVESTMENTS-AT-VALUE>                                     15,630
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             15,630
<PAYABLE-FOR-SECURITIES>                                   15,630
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        15,630
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,183
<SHARES-COMMON-PRIOR>                                         126
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                               15,630
<DIVIDEND-INCOME>                                             328
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                112
<NET-INVESTMENT-INCOME>                                       216
<REALIZED-GAINS-CURRENT>                                      579
<APPREC-INCREASE-CURRENT>                                     105
<NET-CHANGE-FROM-OPS>                                         900
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,273
<NUMBER-OF-SHARES-REDEEMED>                                   216
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,057
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               112
<AVERAGE-NET-ASSETS>                                        8,536
<PER-SHARE-NAV-BEGIN>                                       11.42
<PER-SHARE-NII>                                               .33
<PER-SHARE-GAIN-APPREC>                                      1.46
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.21
<EXPENSE-RATIO>                                              1.31
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              005
        <NAME>                                SERIES E
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      18,684
<INVESTMENTS-AT-VALUE>                                     18,459
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             18,459
<PAYABLE-FOR-SECURITIES>                                   18,459
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        18,459
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,632
<SHARES-COMMON-PRIOR>                                         240
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                               18,459
<DIVIDEND-INCOME>                                             651
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                123
<NET-INVESTMENT-INCOME>                                       528
<REALIZED-GAINS-CURRENT>                                    (215)
<APPREC-INCREASE-CURRENT>                                   (298)
<NET-CHANGE-FROM-OPS>                                          15
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,846
<NUMBER-OF-SHARES-REDEEMED>                                   454
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,392
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               123
<AVERAGE-NET-ASSETS>                                       10,618
<PER-SHARE-NAV-BEGIN>                                       11.56
<PER-SHARE-NII>                                               .56
<PER-SHARE-GAIN-APPREC>                                     (.81)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.31
<EXPENSE-RATIO>                                              1.16
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              006
        <NAME>                                SERIES S
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       3,169
<INVESTMENTS-AT-VALUE>                                      3,239
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              3,239
<PAYABLE-FOR-SECURITIES>                                    3,239
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         3,239
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         221
<SHARES-COMMON-PRIOR>                                          37
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                3,239
<DIVIDEND-INCOME>                                               8
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 23
<NET-INVESTMENT-INCOME>                                      (15)
<REALIZED-GAINS-CURRENT>                                      119
<APPREC-INCREASE-CURRENT>                                      53
<NET-CHANGE-FROM-OPS>                                         157
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       216
<NUMBER-OF-SHARES-REDEEMED>                                    32
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        184
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                23
<AVERAGE-NET-ASSETS>                                        1,853
<PER-SHARE-NAV-BEGIN>                                       12.56
<PER-SHARE-NII>                                             (.12)
<PER-SHARE-GAIN-APPREC>                                      2.25
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         14.69
<EXPENSE-RATIO>                                              1.24
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              007
        <NAME>                                SERIES J
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      10,498
<INVESTMENTS-AT-VALUE>                                     10,687
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             10,687
<PAYABLE-FOR-SECURITIES>                                   10,687
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        10,687
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         772
<SHARES-COMMON-PRIOR>                                         134
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                               10,687
<DIVIDEND-INCOME>                                              13
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 85
<NET-INVESTMENT-INCOME>                                      (72)
<REALIZED-GAINS-CURRENT>                                      435
<APPREC-INCREASE-CURRENT>                                     182
<NET-CHANGE-FROM-OPS>                                         545
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,048
<NUMBER-OF-SHARES-REDEEMED>                                   410
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        638
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                85
<AVERAGE-NET-ASSETS>                                        6,138
<PER-SHARE-NAV-BEGIN>                                       11.89
<PER-SHARE-NII>                                             (.16)
<PER-SHARE-GAIN-APPREC>                                      2.11
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.84
<EXPENSE-RATIO>                                              1.38
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              008
        <NAME>                                SERIES K
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       4,032
<INVESTMENTS-AT-VALUE>                                      3,925
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              3,925
<PAYABLE-FOR-SECURITIES>                                    3,925
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         3,925
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         328
<SHARES-COMMON-PRIOR>                                          86
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                3,925
<DIVIDEND-INCOME>                                             260
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 34
<NET-INVESTMENT-INCOME>                                       226
<REALIZED-GAINS-CURRENT>                                      200
<APPREC-INCREASE-CURRENT>                                   (114)
<NET-CHANGE-FROM-OPS>                                         312
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       380
<NUMBER-OF-SHARES-REDEEMED>                                   138
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        242
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                34
<AVERAGE-NET-ASSETS>                                        2,424
<PER-SHARE-NAV-BEGIN>                                       10.67
<PER-SHARE-NII>                                              1.09
<PER-SHARE-GAIN-APPREC>                                       .20
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.96
<EXPENSE-RATIO>                                              1.40
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              009
        <NAME>                                SERIES M
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      15,180
<INVESTMENTS-AT-VALUE>                                     16,285
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             16,285
<PAYABLE-FOR-SECURITIES>                                   16,285
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        16,285
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,361
<SHARES-COMMON-PRIOR>                                         471
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                               16,285
<DIVIDEND-INCOME>                                             144
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                163
<NET-INVESTMENT-INCOME>                                      (19)
<REALIZED-GAINS-CURRENT>                                      352
<APPREC-INCREASE-CURRENT>                                     998
<NET-CHANGE-FROM-OPS>                                       1,331
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,089
<NUMBER-OF-SHARES-REDEEMED>                                   199
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        890
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               163
<AVERAGE-NET-ASSETS>                                       10,645
<PER-SHARE-NAV-BEGIN>                                       10.62
<PER-SHARE-NII>                                             (.02)
<PER-SHARE-GAIN-APPREC>                                      1.36
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.96
<EXPENSE-RATIO>                                              1.53
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              010
        <NAME>                                SERIES N
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       7,861
<INVESTMENTS-AT-VALUE>                                      8,463
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              8,463
<PAYABLE-FOR-SECURITIES>                                    8,463
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         8,463
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         715
<SHARES-COMMON-PRIOR>                                         232
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                8,463
<DIVIDEND-INCOME>                                              39
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 80
<NET-INVESTMENT-INCOME>                                      (41)
<REALIZED-GAINS-CURRENT>                                      163
<APPREC-INCREASE-CURRENT>                                     536
<NET-CHANGE-FROM-OPS>                                         658
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       625
<NUMBER-OF-SHARES-REDEEMED>                                   192
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        483
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                80
<AVERAGE-NET-ASSETS>                                        5,466
<PER-SHARE-NAV-BEGIN>                                       10.64
<PER-SHARE-NII>                                             (.09)
<PER-SHARE-GAIN-APPREC>                                      1.29
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.84
<EXPENSE-RATIO>                                              1.46
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              011
        <NAME>                                SERIES O
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      21,854
<INVESTMENTS-AT-VALUE>                                     24,214
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             24,214
<PAYABLE-FOR-SECURITIES>                                   24,214
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        24,214
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,764
<SHARES-COMMON-PRIOR>                                         267
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                               24,214
<DIVIDEND-INCOME>                                              42
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                211
<NET-INVESTMENT-INCOME>                                     (169)
<REALIZED-GAINS-CURRENT>                                      625
<APPREC-INCREASE-CURRENT>                                   2,141
<NET-CHANGE-FROM-OPS>                                       2,597
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,772
<NUMBER-OF-SHARES-REDEEMED>                                   275
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,497
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               211
<AVERAGE-NET-ASSETS>                                       13,658
<PER-SHARE-NAV-BEGIN>                                       11.61
<PER-SHARE-NII>                                             (.17)
<PER-SHARE-GAIN-APPREC>                                      2.29
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.73
<EXPENSE-RATIO>                                              1.54
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0001036064
<NAME>                                        VARIFLEX SIGNATURE
<SERIES>
        <NUMBER>                              012
        <NAME>                                SERIES P
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                           0
<INVESTMENTS-AT-VALUE>                                          0
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                                  0
<PAYABLE-FOR-SECURITIES>                                        0
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                             0
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                           0
<SHARES-COMMON-PRIOR>                                           0
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                    0
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                  0
<NET-INVESTMENT-INCOME>                                         0
<REALIZED-GAINS-CURRENT>                                        0
<APPREC-INCREASE-CURRENT>                                       0
<NET-CHANGE-FROM-OPS>                                           0
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                         0
<NUMBER-OF-SHARES-REDEEMED>                                     0
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                          0
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 0
<AVERAGE-NET-ASSETS>                                            0
<PER-SHARE-NAV-BEGIN>                                           0
<PER-SHARE-NII>                                                 0
<PER-SHARE-GAIN-APPREC>                                         0
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.60
<EXPENSE-RATIO>                                                 0
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>


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