SBL VARIABLE ANNUITY ACCOUNT XI, N-4, 1999-07-30

SBL VARIABLE ANNUITY ACCOUNT XI
N-4, 1999-07-30

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File No. 333-____
File No. 811-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [_]
----------
Post-Effective Amendment No. [_]
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [_]
---------

(Check appropriate box or boxes)

VARIABLE ANNUITY ACCOUNT XI
(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:
(785) 431-3000

Name of Agent for Service for Process: Copies to:
Amy J. Lee, Associate General Counsel Jeffrey S. Puretz, Esq.
Security Benefit Life Insurance Company Dechert, Price & Rhoads
700 Harrison Street 1500 K Street, N.W.
Topeka, KS 66636-0001 Washington, DC 20005

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
group unallocated flexible premium deferred variable annuity contract.

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>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 30, 1999

SCARBOROUGH ADVANTAGE VARIABLE ANNUITY

GROUP FLEXIBLE PURCHASE PAYMENT
DEFERRED VARIABLE ANNUITY CONTRACT

ISSUED BY: MAILING ADDRESS:
SECURITY BENEFIT SECURITY BENEFIT
LIFE INSURANCE COMPANY LIFE INSURANCE COMPANY
700 SW HARRISON STREET P.O. BOX 750497
TOPEKA, KANSAS 66636-0001 TOPEKA, KANSAS 66675-0497
1-800-888-2461
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This Prospectus describes the Scarborough Advantage Variable Annuity--a
flexible purchase payment deferred variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance Company ("Security Benefit"). The
Contract is a group contract available for those persons eligible to participate
in the International Brotherhood of Electrical Workers ("IBEW") Local Unions
Savings and Retirement Plan and Trust. The Contract is designed to give you
flexibility in planning for retirement and other financial goals.

You may allocate your purchase payments to one or more of the Subaccounts
that comprise a separate account of Security Benefit called the Variable Annuity
Account XI, or to the Fixed Account. The Subaccounts currently available under
the Contract are:

* T. Rowe Price Mid-Cap Growth
* T. Rowe Price Equity Income
* Bankers Trust International
* Goldman Sachs Core Small Cap Equity
* Goldman Sachs Capital Growth

Amounts allocated to the Fixed Account will accrue interest at rates that are
paid by Security Benefit as described in "The Fixed Account," page 15. Contract
Value in the Fixed Account is guaranteed by Security Benefit.

Amounts that you allocate to the Subaccounts under the Contract will vary
based on investment performance of the Subaccounts. No minimum amount of
Contract Value is guaranteed.

When you are ready to receive annuity payments, the Contract provides several
options for annuity payments. See "Annuity Options," page 15.

This Prospectus concisely sets forth information about the Contract and the
Separate Account that you should know before purchasing the Contract. The
"Statement of Additional Information," dated July 30, 1999, which has been filed
with the Securities and Exchange Commission contains certain additional
information. 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 22 of this Prospectus.

The SEC maintains a web site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference and other
information regarding companies that file electronically with the SEC.

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THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE UNDERLYING
FUNDS. YOU SHOULD READ THE PROSPECTUSES CAREFULLY AND RETAIN THEM FOR FUTURE
REFERENCE.

THE CONTRACT IS NOT A DEPOSIT OF A BANK AND IS NOT INSURED OR GUARANTEED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. THE VALUE
OF YOUR CONTRACT WILL GO UP AND DOWN AND YOU COULD LOSE MONEY.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF ANY SUCH STATE.

DATE: JULY 30, 1999
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<PAGE>
TABLE OF CONTENTS

Page

DEFINITIONS................................................................ 4
SUMMARY.................................................................... 4
PURPOSE OF THE CONTRACT................................................. 4
THE SEPARATE ACCOUNT AND THE FUNDS...................................... 5
FIXED ACCOUNT........................................................... 5
PURCHASE PAYMENTS....................................................... 5
CONTRACT BENEFITS....................................................... 5
CHARGES AND DEDUCTIONS.................................................. 5
Mortality and Expense Risk Charge..................................... 5
Administration Charge................................................. 5
Premium Tax Charge.................................................... 5
Other Expenses........................................................ 5
CONTACTING SECURITY BENEFIT............................................. 5
EXPENSE TABLE.............................................................. 6
CONTRACTUAL EXPENSES.................................................... 6
ANNUAL SEPARATE ACCOUNT EXPENSES........................................ 6
ANNUAL FUND EXPENSES.................................................... 6
EXAMPLE................................................................. 6
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE FUNDS.... 7
SECURITY BENEFIT LIFE INSURANCE COMPANY................................. 7
YEAR 2000 COMPLIANCE.................................................... 7
PUBLISHED RATINGS....................................................... 7
SEPARATE ACCOUNT........................................................ 8
THE FUNDS............................................................... 8
T. Rowe Price Mid-Cap Growth Portfolio................................ 8
T. Rowe Price Equity Income Series (Series O)......................... 8
Bankers Trust International Series (Series I)......................... 8
Goldman Sachs Core Small Cap Equity Fund.............................. 8
Goldman Sachs Capital Growth Fund..................................... 9
The Investment Advisers............................................... 9
THE CONTRACT............................................................... 9
GENERAL................................................................. 9
APPLICATION TO INVEST IN THE CONTRACT................................... 9
PURCHASE PAYMENTS....................................................... 9
ALLOCATION OF PURCHASE PAYMENTS......................................... 9
DOLLAR COST AVERAGING OPTION............................................ 10
ASSET REALLOCATION OPTION............................................... 10
TRANSFERS OF CONTRACT VALUE............................................. 11
CONTRACT VALUE.......................................................... 11
DETERMINATION OF CONTRACT VALUE......................................... 11
FULL AND PARTIAL WITHDRAWALS............................................ 12
SYSTEMATIC WITHDRAWALS.................................................. 12
DEATH BENEFIT........................................................... 12
DISTRIBUTION REQUIREMENTS............................................... 13
CHARGES AND DEDUCTIONS..................................................... 13
MORTALITY AND EXPENSE RISK CHARGE....................................... 13
ADMINISTRATION CHARGE................................................... 13
PREMIUM TAX CHARGE...................................................... 14
OTHER CHARGES........................................................... 14
VARIATIONS IN CHARGES................................................... 14
GUARANTEE OF CERTAIN CHARGES............................................ 14
FUND EXPENSES........................................................... 14
ANNUITY PERIOD............................................................. 14
GENERAL................................................................. 14
ANNUITY OPTIONS......................................................... 15
Option 1--Life Income................................................. 15
Option 2--Life Income with Guaranteed Payment of 5, 10, 15 or 20 Years 15
Option 3--Life with Installment Refund Option......................... 15
Option 4--Joint and Last Survivor..................................... 15
Option 5--Joint and Contingent Survivor Option........................ 15
THE FIXED ACCOUNT.......................................................... 15
INTEREST................................................................ 15
DEATH BENEFIT........................................................... 16
CONTRACT CHARGES........................................................ 16
TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT........................ 16
PAYMENTS FROM THE FIXED ACCOUNT......................................... 16
MORE ABOUT THE CONTRACT.................................................... 16
HOLDER.................................................................. 16
DESIGNATION AND CHANGE OF BENEFICIARY................................... 16
DIVIDENDS............................................................... 16
PAYMENTS FROM THE SEPARATE ACCOUNT...................................... 17
PROOF OF AGE AND SURVIVAL............................................... 17
MISSTATEMENTS........................................................... 17
FEDERAL TAX MATTERS........................................................ 17
INTRODUCTION............................................................ 17
TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT................. 17
General............................................................... 17
Charge for Security Benefit Taxes..................................... 17
Diversification Standards............................................. 17
INCOME TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS............ 18
Surrenders or Withdrawals Prior to the Annuity Start Date............. 18
Surrenders or Withdrawals on or after Annuity Start Date.............. 18
Penalty Tax on Certain Surrenders and Withdrawals..................... 19
ADDITIONAL CONSIDERATIONS............................................... 19
Distribution-at-Death Rules........................................... 19
Gift of Annuity Contracts............................................. 19
Contracts Owned by Non-Natural Persons................................ 19
Multiple Contract Rule................................................ 19
Possible Tax Changes.................................................. 20
Transfers, Assignments or Exchanges of a Contract..................... 20
OTHER INFORMATION.......................................................... 20
VOTING OF FUND SHARES................................................... 20
SUBSTITUTION OF INVESTMENTS............................................. 20
CHANGES TO COMPLY WITH LAW AND AMENDMENTS............................... 21
REPORTS TO PARTICIPANTS................................................. 21
TELEPHONE TRANSFER PRIVILEGES........................................... 21
LEGAL PROCEEDINGS....................................................... 21
LEGAL MATTERS........................................................... 21
PERFORMANCE INFORMATION.................................................... 21
ADDITIONAL INFORMATION..................................................... 22
REGISTRATION STATEMENT.................................................. 22
FINANCIAL STATEMENTS.................................................... 22
STATEMENT OF ADDITIONAL INFORMATION........................................ 22

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YOU MAY NOT BE ABLE TO PURCHASE THE CONTRACT IN YOUR STATE. YOU SHOULD NOT
CONSIDER THIS PROSPECTUS TO BE AN OFFERING IF THE CONTRACT MAY NOT BE LAWFULLY
OFFERED IN YOUR STATE. YOU SHOULD ONLY RELY UPON INFORMATION CONTAINED IN THIS
PROSPECTUS OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO
PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT.
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<PAGE>
DEFINITIONS

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

ACCUMULATION UNIT -- A unit of measure used to calculate Contract Value.

ANNUITANT -- The person that you designate to receive annuity payments. If
you designate Joint Annuitants, "Annuitant" means both Annuitants unless
otherwise stated.

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

AUTOMATIC INVESTMENT PROGRAM -- A program pursuant to which purchase payments
are automatically paid from your bank account on a specified day of each month
or a payroll deduction arrangement.

CONTRACT DATE -- The date of your first contribution to the Contract. Annual
Contract anniversaries are measured from the Contract Date. It is usually the
date that your initial purchase payment is credited to the Contract.

CONTRACTHOLDER OR HOLDER -- The IBEW Local Unions Savings and Retirement Plan
and Trust holds the Contract for the benefit of Participants.

CONTRACT VALUE -- The total value of your account which includes amounts
allocated to the Subaccounts and the Fixed Account.

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

DESIGNATED BENEFICIARY -- The person designated by you as having the right to
the death benefit, if any, payable upon your death.

FIXED ACCOUNT -- A separate account of Security Benefit to which you may
allocate all or a portion of your Contract Value to be held for accumulation at
fixed rates of interest declared periodically by Security Benefit.

FUNDS -- T. Rowe Price Equity Series, Inc., SBL Fund and Goldman Sachs
Variable Insurance Trust. The Funds (each a "Fund") are diversified, open-end
management investment companies commonly referred to as a mutual funds. Each
Fund issues its shares in multiple Series.

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

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

PARTICIPANT -- A Participant as defined in the Trust Agreement.

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

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

SERIES -- T. Rowe Price Mid-Cap Growth Portfolio (a Series of the T. Rowe
Price Equity Series, Inc.); Equity Income Series and International Series (each
a Series of SBL Fund); and Goldman Sachs Core Small Cap Equity Series and
Goldman Sachs Capital Growth Series (each a Series of the Goldman Sachs Variable
Insurance Trust). The Series (each a "Series") are separate portfolios of their
respective Funds. Each Series operates as a separate investment fund.

SUBACCOUNT -- A division of the Separate Account of Security Benefit which
invests in a corresponding Series of the Funds. Currently, five Subaccounts are
available under the Contract.

TRUST -- The IBEW Local Unions Savings and Retirement Plan and Trust.

TRUST AGREEMENT -- The Trust Agreement creating the Trust.

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, Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

VALUATION PERIOD -- A period used in measuring the investment experience of
each Subaccount. 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 you will receive upon full withdrawal of your
Contract Value. It is equal to Contract Value less any uncollected premium
taxes.

SUMMARY

This summary provides 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," page 15 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
you flexibility in planning for retirement and other financial goals.

You may purchase the Contract pursuant to the terms of the Trust Agreement if
you are eligible to be a Participant under its terms.

THE SEPARATE ACCOUNT AND THE FUNDS -- The Separate Account is currently divided
into five accounts referred to as Subaccounts. See "Separate Account," page 8.
Each Subaccount invests exclusively in shares of a corresponding Series of the
Funds. See "the Funds," page 8. The Series, each of which has a different
investment objective or objectives, are set forth under their respective Fund
below:

T. ROWE PRICE EQUITY SERIES, INC.
* T. Rowe Price Mid-Cap Growth Portfolio

SBL FUND
* T. Rowe Price Equity Income Series (Series O)
* Bankers Trust International Series (Series I)

GOLDMAN SACHS VARIABLE INSURANCE TRUST
* Goldman Sachs Core Small Cap Equity Fund
* Goldman Sachs Capital Growth Fund

You may allocate all or part of your purchase payments to the Subaccounts.
Amounts that you allocate to the Subaccounts will increase or decrease in dollar
value depending on the investment performance of the Series of the Fund in which
such Subaccount invests. You bear the investment risk for amounts allocated to a
Subaccount.

FIXED ACCOUNT -- You may allocate all or part of your purchase payments to the
Fixed Account, which is a separate account of Security Benefit. Amounts that you
allocate to the Fixed Account earn interest at rates determined at the
discretion of Security Benefit. See "The Fixed Account," page 15.

PURCHASE PAYMENTS -- The minimum initial purchase payment is $2,000. Thereafter,
you may choose the amount and frequency of purchase payments, except that the
minimum subsequent purchase payment is $100. There is no minimum for subsequent
purchase payments made pursuant to an Automatic Investment Program. See
"Purchase Payments," page 9.

CONTRACT BENEFITS -- You may transfer your Contract Value among the Subaccounts
and to and from the Fixed Account.

At any time before the Annuity Start Date, you may surrender your Contract
Value for its Withdrawal Value, and may make partial withdrawals, including
systematic withdrawals, from Contract Value. See "Full and Partial Withdrawals,"
page 12 and "Federal Tax Matters," page 17 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
attaining age 59 1/2.

The Contract provides for a death benefit upon your death prior to the
Annuity Start Date. See "Death Benefit," page 12 for more information. The
Contract provides for several Annuity Options on a fixed basis. Security Benefit
guarantees annuity payments under the fixed Annuity Options. See "Annuity
Period," page 14.

CHARGES AND DEDUCTIONS -- Security Benefit does not deduct sales load from
purchase payments before allocating them to Contract Value. Certain charges will
be deducted in connection with the Contract as described below.

MORTALITY AND EXPENSE RISK CHARGE. Security Benefit deducts a daily charge
from the assets of each Subaccount for mortality and expense risks equal to an
annual rate as set forth below.

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MORTALITY AND
SUBACCOUNT EXPENSE RISK FEE
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T. Rowe Price Mid-Cap Growth.............. 1.29%
T. Rowe Price Equity Income............... 0.94%
Bankers Trust International............... 0.94%
Goldman Sachs Core Small Cap Equity....... 1.29%
Goldman Sachs Capital Growth.............. 1.29%
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See "Mortality and Expense Risk Charge," page 13.

ADMINISTRATION CHARGE. Security Benefit deducts a daily administration charge
equal to an annual rate of up to 0.10% of each Subaccount's average daily net
assets. Security Benefit is currently charging an annual rate of 0.07%. See
"Administration Charge," page 13.

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 when you begin receiving annuity
payments 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," page 14.

OTHER EXPENSES. Security Benefit pays the operating expenses of the Separate
Account. Investment advisory fees and operating expenses of the Funds are paid
by each Fund and are reflected in the net asset value of the Fund shares. For a
description of these charges and expenses, see the prospectuses for the Funds.

CONTACTING SECURITY BENEFIT -- You should direct all written requests, notices,
and forms required by the Contract, and any questions or inquiries to Security
Benefit Life Insurance Company, P.O. Box 750497, Topeka, Kansas 66675-0497 or by
phone by calling (785) 431-3112 or 1-800-888-2461, extension 3112.

EXPENSE TABLE

The purpose of this table is to assist you in understanding the various costs
and expenses that you will bear directly and indirectly if you allocate Contract
Value to the Subaccounts. The table reflects any contractual charges, expenses
of the Separate Account, and charges and expenses of the Funds. The table does
not reflect premium taxes that may be imposed by various jurisdictions. See
"Premium Tax Charge," page 14. The information contained in the table is not
generally applicable to amounts allocated to the Fixed Account.

For a complete description of a Contract's costs and expenses, see "Charges
and Deductions," page 13. For a more complete description of the Funds' costs
and expenses, see the Fund prospectuses, which accompany this Prospectus.

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CONTRACTUAL EXPENSES
- --------------------------------------------------------------------------------
Sales Load on Purchase Payments...................................... None
Contingent Deferred Sales Charge (as a percentage of amount
withdrawn attributable to Purchase Payments)....................... None
Transfer Fee (per transfer).......................................... None
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ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of each Subaccount's average daily net assets)
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Annual Mortality and Expense Risk Charge............................. 1.29%(1)
Annual Administration Charge......................................... 0.07%
----
Total Separate Account Annual Expenses............................... 1.36%
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ANNUAL FUND EXPENSES
(as a percentage of each Series' average daily net assets)
- --------------------------------------------------------------------------------
TOTAL
ADVISORY OTHER MUTUAL FUND
FEE EXPENSES EXPENSES
T. Rowe Price Mid-Cap Growth................. 0.85%(2) 0.00% 0.85%
Equity Income (Series O)..................... 1.00% 0.08% 1.08%
International (Series I)..................... 1.10% 0.57%(3) 1.67%
Goldman Sachs Core Small Cap Equity.......... 0.75% 0.15%(4) 0.90%
Goldman Sachs Capital Growth................. 0.75% 0.15%(4) 0.90%
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1. The annual mortality and expense risk charge is 0.94% for the T. Rowe Price
Equity Income and Bankers Trust International Subaccounts.

2. The advisory fee includes the ordinary expenses of operating the Series.

3. Other Expenses for International Series (Series I) are based on estimated
amounts for the current fiscal year.

4. The Series' adviser has voluntarily agreed to reduce or limit certain other
expenses (excluding advisory fees, taxes, interest, brokerage fees,
litigation, indemnification and other extraordinary expenses) to the extent
such expenses exceed the percentage stated in the table above (as calculated
per annum) of each Series' respective average daily net assets. Such
reductions or limits, if any, are calculated monthly on a cumulative basis.
The Series' adviser may discontinue or modify any limitations in the future
at its discretion.
- --------------------------------------------------------------------------------

EXAMPLE -- The example presented below shows the expenses that you would pay at
the end of one, three, five or ten years (except for the Bankers Trust
International Subaccount which shows expenses for only the one and three year
periods). The information presented applies if, at the end of those time
periods, your Contract Value is surrendered, or annuitized or otherwise not
surrendered. The example shows expenses based upon an allocation of $1,000 to
each of the Subaccounts and a hypothetical return of 5 percent.

YOU SHOULD NOT CONSIDER THE EXAMPLES BELOW 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 -- You would pay the expenses shown below:

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1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
T. Rowe Price Mid-Cap Growth Subaccount... $23 $73 $128 $292
T. Rowe Price Equity Income Subaccount.... 22 69 121 276
Bankers Trust International Subaccount.... 28 89 --- ---
Goldman Sachs Core Small Cap Equity
Subaccount.............................. 24 75 131 298
Goldman Sachs Capital Growth Subaccount... 24 75 131 298
- --------------------------------------------------------------------------------

INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE FUNDS

SECURITY BENEFIT LIFE INSURANCE COMPANY -- Security Benefit is a 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.

On July 31, 1998, Security Benefit converted from a mutual life insurance
company to a stock life insurance company ultimately controlled by Security
Benefit Mutual Holding Company, a Kansas mutual holding company. Membership
interests of persons who owned Security Benefit policies as of July 31, 1998
became membership interests in Security Benefit Mutual Holding Company as of
that date, and persons who acquire policies from Security Benefit after that
date automatically become members in the mutual holding company.

Security Benefit offers 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 the end of 1998,
Security Benefit had total assets of approximately $7.9 billion. Together with
its subsidiaries, Security Benefit has total funds under management of
approximately $8.8 billion.

The Principal Underwriter for the Contract 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.

YEAR 2000 COMPLIANCE -- Like other insurance companies, as well as other
financial and business organizations around the world, Security Benefit and the
Funds could be adversely affected if the computer systems used by Security
Benefit or the Funds' Investment Advisers, and other service providers, in
performing their administrative functions do not properly process and calculate
date-related information and data before, during and after January 1, 2000. Some
computer software and hardware systems currently cannot distinguish between the
year 2000 and the year 1900 or some other date because of the way date fields
were encoded. This is commonly known as the "Year 2000 Problem." If not
addressed, the Year 2000 Problem could impact (i) the administrative services
provided by Security Benefit with respect to the Contract and (ii) the
management services provided to the Funds by the Investment Advisers, as well as
transfer agency, accounting, custody, distribution and other services provided
to the Funds.

Security Benefit has adopted a plan to be "Year 2000 Compliant" with respect
to both its internally built systems as well as systems provided by external
vendors. We consider a system Year 2000 Compliant when it is able to correctly
process, provide and/or receive data before, during and after the Year 2000.
Security Benefit's overall approach to addressing the Year 2000 issue is as
follows: (1) to inventory its internal and external hardware, software,
telecommunications and data transmissions to customers and conduct a risk
assessment with respect to the impact that a failure on any such system would
have on its business operations; (2) to modify or replace its internal systems
and obtain vendor certifications of Year 2000 compliance for systems provided by
vendors or replace such systems that are not Year 2000 Compliant; and (3) to
implement and test its systems for Year 2000 compliance. Security Benefit has
completed the inventory of its internal and external systems and has made
substantial progress toward completing the modification/replacement of its
internal systems as well as toward obtaining Year 2000 Compliant certifications
from its external vendors. Overall systems testing commenced in early 1998 and
will extend through year end 1999.

Although Security Benefit has taken steps to ensure that its systems will
function properly before, during and after the Year 2000, its key operating
systems and information sources are provided by or through external vendors
which creates uncertainty to the extent Security Benefit is relying on the
assurance of such vendors as to whether their systems will be Year 2000
Compliant. The costs or consequences of incomplete or untimely resolution of the
Year 2000 issue are unknown to Security Benefit at this time but could have a
material adverse impact on the operations of the Security Benefit, the separate
account, the underlying Fund and the Investment Adviser.

The Year 2000 Problem is also expected to impact companies, which may include
issuers of portfolio securities held by SBL Fund, to varying degrees based upon
various factors, including, but not limited to, the company's industry sector
and degree of technological sophistication. The Fund and the Investment Adviser
are unable to predict what impact, if any, the Year 2000 Problem will have on
issuers of the portfolio securities held by the Fund.

PUBLISHED RATINGS -- Security Benefit may from time to time publish in
advertisements, sales literature and reports to Participants, 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 Participants. 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 -- Security Benefit established the Separate Account under
Kansas law on October 26, 1998. The Contract provides that the income, gains, or
losses of the Separate Account, whether or not realized, are credited to or
charged against the assets of the Separate Account without regard to other
income, gains, or losses of Security Benefit. Kansas law provides that assets in
a separate account attributable to the reserves and other liabilities under the
contracts may not be charged with liabilities arising from any other business
that the insurance company conducts if, and to the extent the contracts so
provide. 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
Contract. Security Benefit may transfer to its General Account assets that
exceed anticipated obligations of the Separate Account. All obligations arising
under the Contract 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 five Subaccounts. The Contract
provides that the income, gains and losses, whether or not realized, are
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 one of the Funds. Security Benefit
may in the future establish additional Subaccounts of the Separate Account,
which may invest in other Series of the Funds 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.

THE FUNDS -- Each Fund is a diversified, open-end management investment company
of the series type and is registered with the SEC under the 1940 Act. Such
registration does not involve supervision by the SEC of the investments or
investment policies of the Funds. Each Subaccount invests in a corresponding
Series of the Funds, each of which has a different investment objective and
policies. Each Series is listed under its respective Fund below.

T. ROWE PRICE EQUITY SERIES, INC.
* T. Rowe Price Mid-Cap Growth Portfolio

SBL FUND
* T. Rowe Price Equity Income Series (Series O)
* Bankers Trust International Series (Series I)

GOLDMAN SACHS VARIABLE INSURANCE TRUST
* Goldman Sachs Core Small Cap Equity Fund
* Goldman Sachs Capital Growth Fund

A summary of the investment objective of each Series of the Funds is set
forth below. We cannot assure that any Series will achieve its objective. More
detailed information is contained in the accompanying prospectuses of the Funds,
including information on the risks associated with the investments and
investment techniques of each Series.

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

T. ROWE PRICE MID-CAP GROWTH PORTFOLIO --The investment objective of this Series
is to provide long-term capital appreciation by investing primarily in common
stocks of medium-sized growth companies.

T. ROWE PRICE EQUITY INCOME SERIES (SERIES O) --The investment objective of this
Series is to seek to provide substantial dividend income and also capital
appreciation by investing primarily in dividend-paying common stocks of
established companies.

BANKERS TRUST INTERNATIONAL SERIES (SERIES I) --The investment objective of this
Series is to seek long-term capital appreciation by investing primarily in
non-U.S. equity securities and other securities with equity characteristics.

GOLDMAN SACHS CORE SMALL CAP EQUITY FUND --The investment objective of this
Series is to seek long-term growth of capital through a broadly diversified
portfolio of equity securities (which may include securities of foreign issuers
that are traded in the U.S.) which are included in the Russell 2000 Index at the
time of investment.

GOLDMAN SACHS CAPITAL GROWTH FUND --The investment objective of this Series is
to seek long-term growth of capital primarily through investment in U.S. equity
securities that offer long-term capital appreciation potential.

THE INVESTMENT ADVISERS -- T. Rowe Price Associates, Inc. ("T. Rowe Price"), 100
East Pratt Street, Baltimore, Maryland 21202 serves as investment adviser to the
T. Rowe Price Mid-Cap Growth Portfolio and as sub-adviser to the T. Rowe Price
Equity Income Series (Series O) pursuant to an agreement with Series O's
investment adviser, Security Management Company, LLC, 700 SW Harrison Street,
Topeka, Kansas 66636-0001. T. Rowe Price is registered with the SEC as an
investment adviser. T. Rowe Price is responsible for the day to day decisions to
buy and sell securities for the T. Rowe Price Mid-Cap Growth Portfolio and the
T. Rowe Price Equity Income Series (Series O). Bankers Trust Company, 130
Liberty Street, New York, New York 10006 serves as sub-adviser to the Bankers
Trust International Series (Series I) pursuant to an agreement with Series I's
investment adviser, Security Management Company, LLC. Bankers Trust is
registered with the SEC as an investment adviser. It is responsible for the day
to day decisions to buy and sell securities for the Bankers Trust International
Series (Series I). Goldman Sachs Asset Management, One New York Plaza, New York,
New York 10004 is also registered with the SEC as an investment adviser and
serves as the investment adviser to the Goldman Sachs Core Small Cap Equity Fund
and the Goldman Sachs Capital Growth Fund. It is responsible for the day to day
decisions to buy and sell securities for those Series.

THE CONTRACT

GENERAL -- Security Benefit issues the Contract offered by this Prospectus. It
is a group flexible purchase payment deferred variable annuity. To the extent
that you allocate all or a portion of your purchase payments to the Subaccounts,
the Contract is significantly different from a fixed annuity contract in that it
is the Participant who assumes the risk of investment gain or loss rather than
Security Benefit. When you are ready to begin receiving annuity payments, the
Contract provides several Annuity Options under which Security Benefit will pay
periodic annuity payments on a fixed basis, 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 you have allocated Contract
Value and the amount of interest credited on Contract Value that you have
allocated to the Fixed Account.

You may purchase the Contract under the terms of the Trust Agreement if you
are eligible to be a Participant under its terms.

APPLICATION TO INVEST IN THE CONTRACT -- If you wish to invest in the Contract,
you may submit a participation enrollment form 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 a
participation enrollment form 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 for which a participation enrollment form will be accepted is
age 90.

Security Benefit will apply the initial purchase payment not later than the
end of the Valuation Period during which it is received by Security Benefit;
provided that the purchase payment is preceded or accompanied by a participation
enrollment form that contains sufficient information to establish an account and
properly credit such purchase payment. If Security Benefit does not receive a
complete participation enrollment form, Security Benefit will notify you that it
does not have the necessary information to establish an account and properly
credit your purchase payment.

Security Benefit will credit subsequent purchase payments 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 Participant is living.
Subsequent purchase payments may be paid under an Automatic Investment Program.

ALLOCATION OF PURCHASE PAYMENTS -- In a participation enrollment form, you
select the Subaccounts or the Fixed Account to which purchase payments will be
allocated. Purchase payments will be allocated according to your instructions
contained in the enrollment form or more recent instructions received, if any.
The allocations must be whole percentages and must total 100 percent. Available
allocation alternatives include the five Subaccounts and the Fixed Account.

You 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 you submit a change in
instructions to the company. You may make changes in your purchase payment
allocation and changes to an existing Dollar Cost Averaging or Asset
Reallocation Option by telephone provided the Telephone Transfer section of the
participation enrollment form 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. You may, however, transfer Contract Value among the Subaccounts
and the Fixed Account in the manner described in "Transfers of Contract Value,"
page 11.

DOLLAR COST AVERAGING OPTION -- Prior to the Annuity Start Date, you may dollar
cost average your Contract Value by authorizing Security Benefit to make
periodic transfers 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 transfer of Contract Value
from one Subaccount to one or more of the other Subaccounts. Amounts transferred
under this option will be credited at the price of the Subaccount as of the end
of the Valuation Dates on which the transfers are effected. Since the price of a
Subaccount's Accumulation Units will vary, the amounts transferred to a
Subaccount will result in the crediting of a greater number of units when the
price is low and a lesser number of units when the price is high. Similarly, the
amounts transferred from a Subaccount will result in a debiting of a greater
number of units when the price is low and a lesser number of units when the
price is high. Dollar cost averaging does not guarantee profits, nor does it
assure that you will not have losses.

A Dollar Cost Averaging Request form is available upon request. On the form,
you must designate whether Contract Value is to be transferred on the basis of a
specific dollar amount, fixed period or earnings only, the Subaccount or
Subaccounts to and from 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 the
amounts you designate from the Subaccount from which transfers are to be made to
the Subaccount or Subaccounts you have chosen. Security Benefit will effect each
transfer on the date you specify or if no date is specified, on the monthly or
quarterly anniversary, whichever corresponds to the period selected, of the date
of receipt at the 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.

You 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 you instruct us otherwise. If
you wish 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 the Home Office. Security Benefit requires that you 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.

You may also dollar cost average Contract Value to or from the Fixed Account.
You may not have in effect at the same time Dollar Cost Averaging and Asset
Reallocation Options.

ASSET REALLOCATION OPTION -- Prior to the Annuity Start Date, you may authorize
Security Benefit to automatically transfer Contract Value on a quarterly,
semiannual or annual basis to maintain a particular percentage allocation among
the Subaccounts. The Contract Value allocated to each Subaccount will grow or
decline in value at different rates during the selected period, and Asset
Reallocation automatically reallocates the Contract Value in the Subaccounts to
the allocation you selected on a quarterly, semiannual or annual basis, as you
select. 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 you buy low and sell
high. This investment method does not guarantee profits, nor does it assure that
you 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, you must indicate the applicable
Subaccounts, the applicable time period and the percentage of Contract Value to
be allocated to each Subaccount.

Upon receipt of the Asset Reallocation Request, Security Benefit will effect
a transfer or, in the case of a new participation, will allocate the initial
purchase payment, among the Subaccounts based upon the percentages that you
selected. Thereafter, Security Benefit will transfer Contract Value to maintain
that allocation on each quarterly, semiannual or annual anniversary, as
applicable, of the date of Security Benefit's receipt of the Asset Reallocation
Request in proper form. The amounts transferred will be credited at the price of
the Subaccount as of the end of the Valuation Date on which the transfer is
effected.

You 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 you instruct us
otherwise. If you wish to continue Asset Reallocation after it has been
canceled, a new Asset Reallocation Request form 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 option. You may not have in effect at the same time Dollar Cost
Averaging and Asset Reallocation Options.

TRANSFERS OF CONTRACT VALUE -- Prior to the Annuity Start Date, you may transfer
Contract Value among the Subaccounts upon proper written request to Security
Benefit's Home Office. You may make transfers (other than transfers pursuant to
the Dollar Cost Averaging and Asset Reallocation Options) by telephone if the
Telephone Transfer section of the participation enrollment form 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
$100, 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.

You may also transfer Contract Value from the Subaccounts to the Fixed
Account and from the Fixed Account to the Subaccounts.

Security Benefit generally does not limit the frequency of transfers,
although Security Benefit reserves the right at a future date to limit the
number of transfers 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 -- Your Contract Value is the total value of your account, which
includes amounts under the Contract held in each Subaccount and the Fixed
Account as of any Valuation Date.

On each Valuation Date, the amount of 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. You bear the entire investment risk relating to
the investment performance of Contract Value allocated to the Subaccounts.

DETERMINATION OF CONTRACT VALUE -- Your Contract Value will vary to a degree
that depends upon several factors, including investment performance of the
Subaccounts to which you have allocated Contract Value, payment of purchase
payments, 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 Funds. 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 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 your interest in a
Subaccount. When you allocate purchase payments to a Subaccount, your 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 price for the Subaccount as of the end of the Valuation Period
in which the purchase payment is credited. In addition, other transactions
including 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 price of the affected Subaccount. The price 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 price of each Subaccount's units initially was $10. The price of a
Subaccount on any Valuation Date 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 Funds, (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 -- You may make a partial withdrawal of Contract
Value, or surrender the Contract for its Withdrawal Value. A full or partial
withdrawal, including a systematic withdrawal, may be taken from Contract Value
at any time while the Participant is living and before the Annuity Start Date,
subject to any limitations under 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, if
applicable.

The proceeds received upon a full withdrawal will be the Withdrawal Value.
The Withdrawal Value is equal to your 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 uncollected premium taxes.
Security Benefit requires the signature of the Participant on any request to
withdraw Contract Value.

A partial withdrawal may be requested for a specified percentage or dollar
amount of Contract Value. Each partial withdrawal must be at least $100 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 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.

Security Benefit will deduct the amount of a partial withdrawal from the
Contract Value in the Subaccounts and the Fixed Account, according to your
instructions to Security Benefit. If you do not specify the allocation, Security
Benefit will deduct the withdrawal from the Contract Value in the Subaccounts
and the Fixed Account in the following order: T. Rowe Price Equity Income
Subaccount; Goldman Sachs Capital Growth Subaccount; Bankers Trust International
Subaccount; T. Rowe Price Mid-Cap Growth Subaccount; Goldman Sachs Core Small
Cap Equity 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 result
in receipt of taxable income to the Participant and, if made prior to the
Participant attaining age 59 1/2, may be subject to a 10 percent penalty tax.
The tax consequences of a withdrawal should be carefully considered. See
"Federal Tax Matters," page 17.

SYSTEMATIC WITHDRAWALS -- Security Benefit currently offers a feature under
which you may select systematic withdrawals. Under this feature, you may elect
to receive systematic withdrawals during your lifetime 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. You
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 your
life expectancy. You also may designate the desired frequency of the systematic
withdrawals, which may be monthly, quarterly, semiannually or annually. You may
stop or modify systematic withdrawals upon proper written request 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.

Each systematic withdrawal must be at least $100. Upon payment, your Contract
Value will be reduced by an amount equal to the payment proceeds plus and any
applicable 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. Your account will
automatically terminate if a systematic withdrawal causes your Withdrawal Value
to equal zero.

Security Benefit will effect each systematic withdrawal as of the end of the
Valuation Period during which the withdrawal is scheduled. The deduction caused
by the systematic withdrawal will be allocated to your Contract Value in the
Subaccounts and the Fixed Account, as you direct. If you do not specify the
allocation, the systematic withdrawal will be deducted from the Contract Value
in the Subaccounts and the Fixed Account in the following order: T. Rowe Price
Equity Income Subaccount; Goldman Sachs Capital Growth Subaccount; Bankers Trust
International Subaccount; T. Rowe Price Mid-Cap Growth Subaccount; Goldman Sachs
Core Small Cap Equity 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. You should consider carefully the tax
consequences of a systematic withdrawal, including the 10 percent penalty tax
that may be imposed on withdrawals made prior to attaining age 59 1/2. See
"Federal Tax Matters," page 17.

DEATH BENEFIT -- If you die prior to the Annuity Start Date, Security Benefit
will pay the death benefit proceeds to your Designated Beneficiary upon receipt
of due proof of your death and instructions regarding payment to the Designated
Beneficiary.

If your surviving spouse is your sole Designated Beneficiary, your spouse may
elect to continue the Contract in force, subject to certain limitations. See
"Distribution Requirements" below. If your death occurs on or after the Annuity
Start Date, any death benefit will be determined according to the terms of the
Annuity Option. See "Annuity Options," page 15.

The death benefit proceeds will be the death benefit reduced by any
uncollected premium tax. If you die prior to the Annuity Start Date and you were
75 or younger on the Contract Date, the amount of the death benefit will be the
greatest of:

* The sum of all Purchase Payments allocated to your Contract Value, less any
reductions caused by previous withdrawals,

* Your Contract Value on the date due proof of death and instructions regarding
payment are received by Security Benefit, or

* The stepped-up death benefit.

The stepped-up death benefit is:

* The largest death benefit on any Contract anniversary that is both an exact
multiple of five and occurs prior to your attaining age 76, plus

* Any Purchase Payments allocated to your Contract Value since the applicable
Contract anniversary, less

* Any withdrawals since the applicable anniversary.

If you die prior to the Annuity Start Date and your age was 76 or greater on
the Contract Date, or if due proof of death (regardless of your age the Contract
Date) and instructions regarding payment are not received by Security Benefit at
its Home Office within six months of the date of your death, the death benefit
will be the Contract Value on the date due proof of death and instructions
regarding payment are received by Security Benefit at its Home Office.

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 are 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 17 and "Distribution
Requirements," below for a discussion of the tax consequences in the event of
death.

DISTRIBUTION REQUIREMENTS -- If your surviving spouse is the sole Designated
Beneficiary, your spouse may elect to continue your account 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 your interest in
the Contract within five years of your death. If the Designated Beneficiary is a
natural person, that person alternatively can elect to begin receiving annuity
payments within one year of your death over a period not extending beyond his or
her life or life expectancy.

CHARGES AND DEDUCTIONS

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 as
set forth below.

This amount is intended to compensate Security Benefit for certain mortality and
expense risks Security Benefit assumes in offering and administering the
Contract and in operating the Subaccounts.

The expense risk is the risk that Security Benefit's actual expenses in
issuing and administering the Contract 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 up to 0.10% of each Subaccount's average daily net
assets. Security Benefit is currently charging an annual rate of 0.07% of each
Subaccount's average daily net assets. The purpose of this charge is to
reimburse Security Benefit for the expenses associated with administration of
the Contract 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 Holder'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 the Contract. Security Benefit currently deducts this charge
upon the Annuity Start Date 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 Contract, 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
administration charge for the Contract where the expenses associated with the
administration of the Contract are reduced.

GUARANTEE OF CERTAIN CHARGES -- Security Benefit guarantees that the charge for
mortality and expense risks will not exceed an annual rate of 1.29 percent of
each Subaccount's average daily net assets (0.94 percent for the T. Rowe Price
Equity Income and Bankers Trust International Subaccounts) and the
administration charge will not exceed an annual rate of 0.10 percent of each
Subaccount's average daily net assets.

FUND EXPENSES -- Each Subaccount of the Separate Account purchases shares at the
net asset value of the corresponding Series of the Funds. 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, you indirectly bear a pro rata portion of such fees and expenses. The
advisory fees and other expenses, if any, which are more fully described in each
Fund's prospectus, are not specified or fixed under the terms of the Contract,
and may vary from year to year.

ANNUITY PERIOD

GENERAL -- You select the Annuity Start Date when you complete the participation
enrollment form. The Annuity Start Date may not be deferred beyond your 90th
birthday.

On the Annuity Start Date, your Contract Value as of that date, less any
applicable premium taxes, will be applied to provide an annuity under one of the
options described below. Each option is a fixed annuity for which annuity
payments will not fluctuate.

The Contract provides for five Annuity Options. Security Benefit may make
other Annuity Options available upon request. Annuity payments are based upon
annuity rates that vary with the Annuity Option selected. 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 reflect your life expectancy
based upon your age as of the Annuity Start Date and your gender, unless unisex
rates apply. The annuity rates are based upon the 1983(a) mortality table with
mortality improvement using projection scale G and are adjusted to reflect an
interest rate of 3 percent, compounded annually. If no Annuity Option is
selected, Security Benefit will make payments under Option 2, a life income,
with a 10-year period certain.

Annuity Options 1 through 5 provide for payments to be made during the
lifetime of the Annuitant. Annuity payments under such options cease in the
event of the Annuitant's death, unless the option provides for a guaranteed
minimum number of payments, for example a life income with guaranteed payments
of 5, 10, 15 or 20 years. The level of annuity payments will be greater for
shorter guaranteed periods and less for longer guaranteed periods. Similarly,
payments will be greater for life annuities than for joint and survivor
annuities, because payments for life annuities are expected to be made for a
shorter period.

You may elect to receive annuity payments 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.

You may designate or change an Annuity Start Date, Annuity Option, or
Annuitant, provided proper written notice is received by Security Benefit at its
Home Office at least 30 days prior to the Annuity Start Date. 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 under one of the Annuity Options, the
Participant 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 5, described below. The
tables contain the guaranteed minimum dollar amount of each annuity payment (per
$1,000 of Contract Value, less any premium taxes, applied).

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 due
date of the third annuity payment, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS
GUARANTEED UNDER THIS OPTION. PAYMENTS WILL CEASE UPON THE DEATH OF THE
ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

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 by the Participant, 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 -- 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.

THE FIXED ACCOUNT

You may allocate all or a portion of your purchase payments and transfer
Contract Value to the Fixed Account. The Fixed Account is a separate account of
Security Benefit established under Kansas law on October 26, 1998. Security
Benefit owns the assets of the Fixed Account and maintains them apart from the
assets of its General Account and its other separate accounts. The assets held
in the Fixed Account equal to the reserves and other Contract liabilities with
respect to the Fixed Account may not be charged with liabilities arising from
any other business Security Benefit may conduct. Income and realized and
unrealized gains and losses from assets in the Fixed Account are credited to, or
charged against, the Fixed Account without regard to the income, gains or losses
from the Security Benefit's General Account or its other separate accounts.

The Fixed Account is subject to regulation and supervision by the Kansas
Department of Insurance. 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 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. 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 9.

Subject to applicable law, Security Benefit has sole discretion over
investment of the assets of its Fixed Account.

INTEREST -- Contract Value allocated to the Fixed Account earns interest at a
fixed rate or rates (the "Current Rate") that are paid by Security Benefit. Such
interest will be paid regardless of the actual investment experience of the
Fixed Account. 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. Security
Benefit bears the investment risk for Contract Value allocated to the Fixed
Account and for paying interest at the Current Rate on amounts allocated to the
Fixed Account.

DEATH BENEFIT -- The death benefit under the Contract will be determined in the
same fashion for a Contract that has Contract Value allocated to the Fixed
Account as for a Contract that has Contract Value allocated to the Subaccounts.
See "Death Benefit," page 12.

CONTRACT CHARGES -- Premium taxes will be the same for Participants who allocate
purchase payments or transfer Contract Value to the Fixed Account as for those
who allocate purchase payments or transfer Contract Value 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, you will not pay directly or indirectly the
investment advisory fees and operating expenses of the Funds to the extent
Contract Value is allocated to the Fixed Account; however, you also will not
participate in the investment experience of the Subaccounts.

TRANSFERS AND WITHDRAWALS FROM THE FIXED ACCOUNT -- You may transfer amounts
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 also allowed pursuant to the Dollar Cost Averaging and Asset
Reallocation Options.

The minimum amount that you may transfer from the Fixed Account to the
Subaccounts is $100. 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 at a future date to limit the number of
transfers permitted each Contract Year, to limit the size and frequency of
transfer and to discontinue transfers.

You may also make full or partial withdrawals to the same extent as if you
had allocated Contract Value to the Subaccounts. See "Full and Partial
Withdrawals," page 12 and "Systematic Withdrawals," page 12.

PAYMENTS FROM THE FIXED ACCOUNT -- Full and partial withdrawals, 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

HOLDER -- The Contractholder is the IBEW Local Unions Savings and Retirement
Plan and Trust (the "Trust"). The Trust holds the Contract for the benefit of
Participants. While living, the Participant alone has the right to receive all
benefits and exercise all rights that the Contract grants or Security Benefit
allows.

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 Participant prior to the Annuity Start Date. The Designated Beneficiary is
the first person on the following list who is alive on the date of death of the
Participant: the Primary Beneficiary; the Secondary Beneficiary; or if none of
the above are alive, the Participant's estate. The Primary Beneficiary is the
individual named as such in the participation enrollment form 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 the Participant prior to the Annuity Start Date. The Participant may
change the Primary Beneficiary at any time 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.

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

DIVIDENDS -- The Contract may 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:

* During which the New York Stock Exchange is closed other than customary
weekend and holiday closings,

* During which trading on the New York Stock Exchange is restricted as
determined by the SEC,

* 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

* 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 you misstate your age or sex or that of an Annuitant, 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).

FEDERAL TAX MATTERS

INTRODUCTION -- The Contract described in this Prospectus is designed for use in
connection with a retirement plan that is not a "qualified" plan for federal tax
purposes. The ultimate effect of federal income taxes on the amounts held under
the Contract, on annuity payments, and on the economic benefits to the
Participants will depend upon the type of retirement plan, 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 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, 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
CONTRACT.

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
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 Funds 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
contract owner's gross income. The IRS has stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the contract owner 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, 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 contract owners were not owners of separate account assets. For
example, the Participant has additional flexibility in allocating purchase
payments and Contract Values. These differences could result in a Participant
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
Participant 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 Funds 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 contract owner 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 19 and "Diversification Standards" above.
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.

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

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.

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 --

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.

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.

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
immediate annuity. An annuity contract held by a trust or other entity as agent
for a natural person (such as the Contract held by the Trust on behalf of the
Participants) is considered held by a natural person.

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 contract owner 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.

POSSIBLE TAX CHANGES. In recent years, legislation has been proposed that
would have adversely modified the federal taxation of certain annuities, and
President Clinton's fiscal-year 1999 Budget proposal includes a provision that,
if adopted, would impose new taxation on owners of variable 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).

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT. A transfer of ownership of
your Contract Value, the designation of an Annuitant, Payee or beneficiary, the
selection of certain Annuity Start Dates or the exchange of your Contract Value
may result in certain tax consequences that are not discussed herein. A
Participant contemplating any such transfer, assignment, selection or exchange
should contact a competent tax adviser with respect to the potential effects of
such a transaction.

OTHER INFORMATION

VOTING OF FUND SHARES -- Security Benefit is the legal owner of the shares of
the Funds held by the Subaccounts. Security Benefit will exercise voting rights
attributable to the shares of each Series of the Funds held in the Subaccounts
at any regular and special meetings of the shareholders of a Fund on matters
requiring shareholder voting under the 1940 Act. In accordance with its view of
presently applicable law, Security Benefit will exercise its voting rights based
on instructions received from persons having the voting interest in
corresponding Subaccounts. 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 Funds in its own right, it may elect to do so.

The person having the voting interest under a Contract is the Participant.
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 your Contract Value in the corresponding
Subaccount on a particular date by the net asset value per share of the 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 same date
established by the Fund for determining shareholders eligible to vote at the
meeting of the 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 Funds. Voting instructions may be cast in person or by proxy.

Voting rights attributable to your 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 Participants, if any, in the same proportion as the
voting instructions that are received in a timely manner for all Contracts
participating in that Subaccount. Security Benefit generally will exercise
voting rights attributable to shares of the Series of the Funds held in its
General Account, if any, in the same proportion as votes cast with respect to
shares of the Series of the 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 Funds
should no longer be available for investment, or if Security Benefit management
believes further investment in shares of any or all of the Series of the Funds
should become inappropriate in view of the purposes of the Contract, Security
Benefit may substitute shares of another Series of one of the Funds 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 Participants.

In connection with a substitution of any shares attributable to a
Participant's interest in a Subaccount or the Separate Account, Security Benefit
will, to the extent required under applicable law, provide notice, seek
Participant 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 one of the Funds or
in shares of another investment company, a series thereof, or other suitable
investment vehicle. Security Benefit may establish new Subaccounts in its sole
discretion, and will determine whether to make any new Subaccount available to
existing Participants. 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 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 Security
Benefit believes it 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. The
Separate Account 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.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS -- Security Benefit reserves the
right, without the consent of the Holder or Participants, to make any change to
the provisions of the Contract to comply with, or give Participants 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 PARTICIPANTS -- Security Benefit will send you quarterly a statement
setting forth a summary of the transactions that occurred during the quarter,
and indicating the Contract Value as of the end of the quarter. 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. Security Benefit
will also send confirmations upon purchase payments, transfers, and full and
partial withdrawals. Security Benefit may confirm certain transactions 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.

You will also receive annual and semiannual reports containing financial
statements for the Funds, which will include a list of the portfolio securities
of each Series, as required by the 1940 Act, and/or such other reports as may be
required by federal securities laws.

TELEPHONE TRANSFER PRIVILEGES -- You 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 participation
enrollment form 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 Participant'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), you may not be able to request transfers by
telephone and would have to submit written requests.

By authorizing telephone transfers, you authorize Security Benefit to accept
and act upon telephonic instructions for transfers involving your Contract
Value. You agree that neither Security Benefit, any of its affiliates, nor the
Funds, will be liable for any loss, damages, cost, or expense (including
attorneys' fees) arising out of any telephone requests; provided that Security
Benefit effects such request in accordance with its procedures. As a result of
this policy on telephone requests, you bear the risk of loss arising from the
telephone transfer privilege. 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 -- Amy J. Lee, Esq., Associate General Counsel, Security Benefit,
has passed upon legal matters in connection with the issue and sale of the
Contract described in this Prospectus, Security Benefit's authority to issue the
Contract under Kansas law, and the validity of the form of the Contract under
Kansas law.

PERFORMANCE INFORMATION

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

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 the 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 mortality and expense risk charge and administrative charge,
and may simultaneously be shown for other periods.

Although the Contracts were not available for purchase until _____, 1999, the
underlying investment vehicles of the Separate Account, the Funds, were in
existence prior to that date. 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 the Funds.

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 and may also be
obtained from the SEC's web site (http://www.sec.gov).

FINANCIAL STATEMENTS -- Consolidated financial statements of Security Benefit
Life Insurance Company and subsidiaries at December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998, 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 Life Insurance Company and
Subsidiaries. The Table of Contents of the Statement of Additional Information
is set forth below:

TABLE OF CONTENTS --

Page

GENERAL INFORMATION AND HISTORY............................................ 1
Safekeeping of Assets................................................... 1
DISTRIBUTION OF THE CONTRACT............................................... 1
EXPERTS.................................................................... 3
PERFORMANCE INFORMATION.................................................... 3
FINANCIAL STATEMENTS....................................................... 6

<PAGE>

SCARBOROUGH ADVANTAGE VARIABLE ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

DATE: JULY 30, 1999

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 Scarborough Advantage
Variable Annuity dated July 30, 1999, as it may be supplemented from time to
time. 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.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAW OF ANY SUCH STATE.
<PAGE>
TABLE OF CONTENTS

PAGE

GENERAL INFORMATION AND HISTORY............................................ 3
Safekeeping of Assets................................................... 3
DISTRIBUTION OF THE CONTRACT............................................... 3
EXPERTS.................................................................... 3
PERFORMANCE INFORMATION.................................................... 3
FINANCIAL STATEMENTS....................................................... 4
<PAGE>
GENERAL INFORMATION AND HISTORY

For a description of the Group Flexible Purchase Payment Deferred Variable
Annuity Contract (the "Contract"), Security Benefit Life Insurance Company
("Security Benefit"), and the Variable Annuity Account XI (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 Funds in non-certificated form, are held separate and apart from
the assets of 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
Contract is continuous.

Subject to arrangements with Security Benefit, the Contract is sold by
Scarborough Securities Corporation, a member of the NASD. Scarborough's
representatives are licensed to sell variable annuities for Security Benefit.
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 0.75% of Contract Value on an annualized
basis.

EXPERTS

The consolidated financial statements of Security Benefit Life Insurance Company
and Subsidiaries at December 31, 1998, and 1997 and for each of the three years
in the period ended December 31, 1998, appearing in this Statement of Additional
Information have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report 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, including the yield and total
return, may appear in advertisements, reports, and promotional literature
provided to current or prospective Participants.

Quotations of yield for the Subaccounts 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.

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 the Contract over a period of one, five and ten years (or, if
less, up to the life of the Subaccount, 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 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 Funds, adjusted to reflect the
charges imposed under the Contract. Average annual total return figures reflect
the deduction of the mortality and expense risk and administration charges.

Quotations of total return for any Subaccount 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.

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 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 investment in the Contract under which the Participant'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 Funds 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 consolidated balance sheets of Security Benefit Life Insurance Company and
Subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of income, changes in stockholder's equity, and cash flows for each
of the three years in the period ended December 31, 1998, are set forth herein,
starting on page 5.

The consolidated financial statements of Security Benefit Life Insurance Company
and Subsidiaries, which are included in this Statement of Additional
Information, should be considered only as bearing on the ability of Security
Benefit 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.

<PAGE>
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements

The consolidated financial statements of Security Benefit Life
Insurance Company and Subsidiaries at December 31, 1998 and 1997,
and for each of the three years in the period ended December 31,
1998 are incorporated herein by reference to the financial
statements filed with the T. Rowe Price Variable Annuity
Account's Post-Effective Amendment No. 9 under the Securities Act
of 1933 (No. 33-83238) and Amendment No. 10 under the Investment
Company Act of 1940 (No. 811-8724) to the Registration Statement
(April 23, 1999).

b. Exhibits

(1) Resolution of the Board of Directors of Security Benefit
Life Insurance Company authorizing establishment of the
Separate Account
(2) Not Applicable
(3) (a) Service Facilities Agreement(a)
(b) Master Agreement(b)
(c) Distribution Agreement(b)
(4) Group Unallocated Policy Form (GV6059 (1-99))
(5) Form of Application (GV7624 (6-99))
(6) (a) Composite of Articles of Incorporation of SBL(a)
(b) Bylaws of SBL(a)
(7) Not Applicable
(8) Not Applicable
(9) Opinion of Counsel
(10) Consent of Independent Auditors
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Powers of Attorney of Howard R. Fricke, Thomas R.
Clevenger, Sister Loretto Marie Colwell, John C. Dicus,
Steven J. Douglass, William W. Hanna, John E. Hayes, Jr.,
Laird G. Noller, and Robert C. Wheeler

(a) Incorporated herein by reference to the Exhibits filed with the Variflex
Separate Account's Post-Effective Amendment No. 20 under the Securities Act
of 1933 and Amendment No. 19 under the Investment Company Act of 1940 to
Registration Statement No. 2-89328 (November 1, 1998).

(b) To be filed by amendment.
<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, 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 66606

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

Steven J. Douglass Director
3231 East 6th Street
Topeka, Kansas 66607

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

John E. Hayes, Jr. Director
200 Gulf Blvd.
Belleair, Florida 33786

Laird G. Noller Director
645 Massachusetts, Ste. 300
Lawrence, Kansas 66044

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

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

Kris A. Robbins* President and Chief Operating Officer

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

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

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

CEO

Richard K Ryan* Senior Vice President

John D. Cleland* Senior Vice President

Terry A. Milberger* Senior Vice President

Venette K. Davis* Senior Vice President

J. Craig Anderson* Senior Vice President

Gregory J. Garvin* Senior Vice President

James R. Schmank* Senior Vice President

Amy J. Lee* Associate General Counsel, Vice
President and Assistant Secretary

Thomas A. Swank* Senior Vice President and
Chief Investment Officer

*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" or "the
Company"), is owned by Security Benefit Corp. through the ownership of
700,000 of SBL's 700,010 issued and outstanding shares of common
stock. One share of SBL's issued and outstanding common stock is owned
by each director of SBL, in accordance with the requirements of Kansas
law. Security Benefit Corp. is wholly-owned by Security Benefit Mutual
Holding Company ("SBMHC"), which in turn is controlled by SBL
policyholders. No one person holds more than approximately 0.0004% of
the voting power of SBMHC. The Registrant is a segregated asset
account of SBL.

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

<TABLE>
<CAPTION>
PERCENT OF VOTING
JURISDICTION OF SECURITIES OWNED BY SBMHC
NAME INCORPORATION (DIRECTLY OR INDIRECTLY)

<S> <C> <C>
Security Benefit Mutual Holding Company Kansas ---
(Holding Company)

Security Benefit Corp. (Holding Company) Kansas 100%

Security Benefit Life Insurance Company Kansas 100%
(Stock Life Insurance Company)

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

Security Management Company, LLC Kansas 100%
(Mutual Funds Management Company)

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

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

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

Security Retirement Plans, Inc. Kansas 100%
(Financial Services)

First Security Benefit Life Insurance New York 100%
and Annuity Company of New York
</TABLE>

SBL is also the depositor of the following separate accounts: SBL
Variable Annuity Accounts I, III, IV and X, SBL Variable Life
Insurance Account Varilife, Security Varilife Separate Account, SBL
Variable Annuity Account VIII (Variflex LS), SBL Variable Annuity
Account VIII (Variflex Signature), Variflex Separate Account, T. Rowe
Price Variable Annuity Account and Parkstone Variable Annuity Separate
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 Growth and Income Fund......... 39.4%
SBL Fund................................ 100.0%
Security Ultra Fund..................... 32.0%

ITEM 27. NUMBER OF CONTRACTOWNERS

As of July 30, 1999, there were no owners of the contract issued under
Variable Annuity Account XI.

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) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director, PROVIDED that nothing
contained in this Article shall eliminate or limit the liability of
a director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (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. If the General
Corporation Code of the State of Kansas is amended after the filing
of these Articles of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the General Corporation Code of the State of Kansas, as so amended.

(b) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.

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 by the Depositor of expenses
incurred or paid by a director, officer or controlling person of the
Depositor 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 Contract issued under Variable Annuity Account
XI. SDI receives no compensation for its distribution function.
SDI performs similar functions for SBL Variable Annuity Accounts
I, III, IV and X, SBL Variable Life Insurance Account Varilife,
Security Varilife Separate Account, SBL Variable Annuity Account
VIII (Variflex LS and Variflex Signature), and Parkstone Variable
Annuity Separate Account. SDI also acts as principal underwriter
for the following management investment companies for which
Security Management Company, LLC, an affiliate of SBL, acts as
investment adviser: Security Equity Fund, Security Income Fund,
Security Growth and Income Fund, Security Municipal Bond Fund and
Security Ultra Fund.

(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 R. Schmank Vice President and Director
Mark E. Young Vice President and Director
Amy J. Lee Secretary
Brenda M. Harwood Treasurer and Director
William G. Mancuso Regional Vice President

*700 Harrison, Topeka, Kansas 66636-0001

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, 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.

(b) Registrant undertakes that it will include as part of the
Variable Annuity 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) Depositor 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 Depositor.
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf in the City of Topeka, State of Kansas on this 30th day of July, 1999.

SIGNATURES AND TITLES

Howard R. Fricke SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman of (The Depositor)
the Board and Chief
Executive Officer
By: ROGER K. VIOLA
--------------------------------------------
Thomas R. Clevenger Roger K. Viola, Senior Vice President,
Director General Counsel and Secretary as
Attorney-In-Fact for the Officers and
Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell
Director
VARIABLE ANNUITY ACCOUNT XI
(The Registrant)
John C. Dicus
Director
By: SECURITY BENEFIT LIFE INSURANCE COMPANY
(The Depositor)
Steven J. Douglass
Director
By: HOWARD R. FRICKE
--------------------------------------------
William W. Hanna Howard R. Fricke, Chairman of the Board
Director and Chief Executive Officer

John E. Hayes, Jr. By: DONALD J. SCHEPKER
Director --------------------------------------------
Donald J. Schepker, Senior Vice President,
Chief Financial Officer and Treasurer
Laird G. Noller
Director
(ATTEST): ROGER K. VIOLA
--------------------------------------
Robert C. Wheeler Roger K. Viola, Senior Vice President,
Director General Counsel and Secretary

Date: July 30, 1999
<PAGE>
EXHIBIT INDEX

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

(2) None

(3) (a) None
(b) None
(c) None

(4) Group Unallocated Policy Form (GV6059 (1-99))

(5) Form of Application (GV7624 (6-99))

(6) (a) None
(b) None

(7) None

(8) None

(9) Opinion of Counsel

(10) Consent of Independent Auditors

(11) None

(12) None

(13) None

(14) None

(15) Powers of Attorney

<PAGE>
RESOLUTION

WHEREAS, Security Benefit Life Insurance Company, a Kansas-domiciled life
insurance company (the "Company" or "SBL") is developing a new combination fixed
and variable annuity product;

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

WHEREAS, such funding vehicle is to be established in compliance with Kansas
law; and

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 as Variable Annuity Account XI, 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;

(f) invest or reinvest the assets of the Separate Account in shares of
registered investment companies or such other securities or investments as the
appropriate officers of SBL may from time to time determine;

(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 or investments; 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 amounts allocated to the Separate Account option under the
combination fixed and 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 (as well as the assets of each subaccount)
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 Separate Account option;

FURTHER RESOLVED, that assets allocated to the Separate Account shall be
valued at their market value in accordance with the terms of the combination
fixed and 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
de-register the Separate Account under the Investment Company Act of 1940 and to
de-register 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 applicable law, and to
transfer cash or securities from time to time between the Company's general
account and Separate Account as deemed necessary or appropriate so long as such
transfers are not prohibited by law and are consistent with the terms of the
combination fixed and 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 the Separate Account or any subaccount shall, in accordance with
any combination fixed and variable annuity policies issued by the Company
providing for allocations to the Separate Account and subaccounts thereof, be
credited to or charged against such Separate Account or subaccount without
regard to other income, gains or losses of the Company;

FURTHER RESOLVED, that the appropriate officers of the Company be, and they
hereby are, authorized in their discretion 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 combination fixed
and 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 or investments as the
officers of the Company may designate pursuant to the provisions of the
combination fixed and 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, to the extent it may be deemed
necessary, register under the Securities Act of 1933 combination fixed and
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;

FURTHER RESOLVED, that the officers of the Company be, and they hereby are,
authorized in their discretion to operate the Separate Account in the form of
either a unit investment trust or a management investment company, and that said
officers be, and each of them hereby is, authorized, to the extent it may be
deemed necessary, 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 or as a management investment company 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 the extent it may be deemed necessary, 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 the extent it may be deemed necessary, 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 General Counsel or
an Assistant Counsel of the Company may be appointed as agent for service under
any such registration statement and is 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 combination
fixed and 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 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.

<PAGE>
SECURITY BENEFIT LIFE INSURANCE COMPANY

FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED AND VARIABLE
GROUP UNALLOCATED ANNUITY CONTRACT

THE COMPANY'S PROMISE -- In consideration of 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. YOU MAY RETURN THE CONTRACT 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 COMBINATION FIXED AND VARIABLE GROUP
UNALLOCATED 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, AND 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

GV6059 (1-99)
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Page

CONTRACT SPECIFICATIONS................................................... 3

DEFINITIONS............................................................... 4

GENERAL PROVISIONS........................................................ 6
The Contract......................................................... 6
Compliance........................................................... 6
Maintenance of Records............................................... 6
Assignment........................................................... 6
Beneficiary.......................................................... 6
Transfers............................................................ 7
Claims of Creditors.................................................. 7
Nonforfeiture Values................................................. 7
Participation........................................................ 7
Statements........................................................... 7

PURCHASE PAYMENT PROVISIONS............................................... 7
Flexible Purchase Payments........................................... 7
Purchase Payment Allocation.......................................... 7
Place of Payment..................................................... 7

CONTRACT VALUE AND EXPENSE PROVISIONS..................................... 7
Contract Value....................................................... 7
Fixed Account Contract Value......................................... 7
Fixed Account Interest Crediting..................................... 8
Ownership of Assets.................................................. 8
Separate Account Contract Value...................................... 8
Accumulation Unit Value.............................................. 8
Net Investment Factor................................................ 8
Determining Accumulation Units....................................... 8
Mortality and Expense Risk Charge.................................... 9
Administration and Recordkeeping Charge.............................. 9
Account Charge....................................................... 9
Premium Tax Expense.................................................. 9
Mutual Fund Expenses................................................. 9

WITHDRAWAL PROVISIONS..................................................... 9
Withdrawals.......................................................... 9
Partial Withdrawals ................................................. 9
Payment of Withdrawal Benefits....................................... 9

DEATH BENEFIT PROVISIONS.................................................. 10
Death Benefit........................................................ 10
Proof of Death....................................................... 10
Distribution Rules................................................... 10

ANNUITY BENEFIT PROVISIONS................................................ 11
Purchase of Annuity Benefit Provisions............................... 11
Annuity Tables....................................................... 11
Annuity Payments..................................................... 11
Alternate Annuity Option Rates....................................... 11
Annuity Options...................................................... 11

AMENDMENTS OR ENDORSEMENTS, if any
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER NAME: IBEW Local Unions Savings & CONTRACT NUMBER: 9000000005
Retirement Plan & Trust
CONTRACT DATE: 7-01-1999
PLAN: Non-Qualified
ISSUE STATE: Kansas
- --------------------------------------------------------------------------------
INITIAL PURCHASE PAYMENT............................ $108,351,926

MINIMUM CONTRACT VALUE.............................. $100,000

SEPARATE ACCOUNT.................................... Variable Annuity Account XI

ANNUAL MORTALITY AND EXPENSE RISK CHARGE
GS Small Cap Subaccount........................ 1.29%
GS Capital Growth Subaccount................... 1.29%
Bankers Trust International Subaccount......... 0.94%
T. Rowe Price Mid Cap Subaccount............... 1.29%
T. Rowe Price Equity Income Subaccount......... 0.94%

ANNUAL ADMINISTRATION AND RECORDKEEPING CHARGE...... 0.10%

ANNUAL ACCOUNT CHARGE............................... $0 per Participant

SUBACCOUNTS:

GS Core Small Cap Equity Subaccount
GS Capital Growth Subaccount
Bankers Trust International Subaccount
T. Rowe Price Mid Cap Subaccount
T. Rowe Price Equity Income Subaccount

METHOD FOR DEDUCTIONS:
Deductions for Account Charges and Premium Taxes will be made from Contract
Value as directed by the Owner.
<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

ACCOUNT -- One of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT -- A unit of measure used to compute Separate Account Contract
Value.

ANNUITANT -- A person entitled to periodic benefit payments for whom an Annuity
is purchased under the Contract. Please see "Annuity Benefit Provisions" on
page 11.

ANNUITY CONSIDERATION -- The amount transferred from Contract Value less any
premium taxes in order to purchase an Annuity for an Annuitant.

ANNUITY OPTION -- A set of provisions that form the basis for making Annuity
Payments. Please see "Annuity Options" on page 11.

ANNUITY START DATE -- The date on which Annuity Payments begin as elected by the
Participant.

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

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

CONTRACT DATE -- 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 will declare the rate of Current Interest, if
any, from time to time.

FIXED ACCOUNT -- A separate account established and maintained by the Company
under the laws of Kansas. The Fixed Account is not registered as an investment
company under the Investment Company Act of 1940. The Company owns the assets of
the Fixed Account and maintains them apart from the assets of its General
Account and its other separate accounts. The assets held in the Fixed Account
equal to the reserves and other Contract liabilities with respect to the Fixed
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 Fixed Account are credited to, or charged against, the Fixed
Account without regard to the income, gains or losses from the Company's General
Account or its other separate accounts.

GENERAL ACCOUNT -- All assets of the Company other than those allocated to the
Separate Account, the Fixed Account or any other separate account of the
Company.

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

NONNATURAL PERSON -- Any group or entity that is not a living person, such as a
trust or corporation.

OWNER -- The Owner as of the Contract Date is named on page 3. The Owner is the
employer, trust or other entity to which this Contract is issued.

PARTICIPANT -- A Participant under the Plan or Trust. No Participant may be
older than age 90 on the date of his or her first contribution to the Contract
under the Plan or Trust.

PARTICIPANT'S ACCOUNT -- The amount of Contract Value allocated to the
Participant on the records of the Owner.

PARTICIPANT'S CONTRACT DATE -- The date of the Participant's first contribution
to the Contract under the Plan or Trust.

PLAN -- An employee or union retirement, savings, deferred compensation,
pension, or profit sharing plan, sponsored by the Owner or the Owner's
subsidiaries and affiliates, that authorizes the purchase of annuities inclusive
of the annuities made available by the terms of this Contract. The terms of this
Contract will apply separately with respect to each Plan maintained in
connection with this Contract.

PREMIUM TAX -- Any Premium Taxes levied by a state or other governmental entity.
When Premium Tax is assessed after the Purchase Payment is applied, it will be
deducted as described on page 3.

PURCHASE PAYMENT -- Money Received by the Company and applied to the Contract.

RECEIVED BY THE COMPANY -- Receipt by the Company in good order at its Home
Office, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

SEPARATE ACCOUNT -- A separate account established and maintained by the Company
under Kansas law. The Separate Account as set forth on page 3 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 Subaccounts 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 is determined on each Valuation
Date as of the end of each Valuation Date.

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.

SUBACCOUNT NET ASSET VALUE -- An amount 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 of the Subaccount; less (3) all liabilities of the Subaccount.

TRANSFER -- A Transfer of Contract Value of one Subaccount or the Fixed Account
for the equivalent dollar amount of Contract Value of another Subaccount or the
Fixed Account.

TRUSTEE -- The party or parties, if any, who serve in a fiduciary capacity as
Trustee of the Plan or Trust to which the Contract is issued.

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.

WITHDRAWAL -- A Withdrawal of Contract Value in the dollar amount specified by
the Owner.

- --------------------------------------------------------------------------------
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.

MAINTENANCE OF RECORDS -- All records of the Plan or Trust must be maintained by
the Owner or the Owner's designee and must show the essential data relating to
this Contract.

ASSIGNMENT -- 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.

BENEFICIARY -- The Beneficiary is the person who will receive the death benefit
on the death of the Participant prior to the Annuity Start Date and certain
payments on the death of the Annuitant or any Joint Annuitant on or after the
Annuity Start Date. The Participant may designate a Beneficiary as allowed under
the Plan or Trust. Any designation will be maintained by the Owner or the
Owner's designee and must be in writing and signed by the Participant. A
designation will not take effect until recorded by the Owner. When so recorded,
the new designation will take effect on the date it was signed. However, the
change will not affect any payment made before the Owner or the Owner's designee
receives and records such notice. If there is no surviving named beneficiary on
the death of the Annuitant or Joint Annuitant, if later, then the Beneficiary
will be the estate of the last to die of the Annuitant and Joint Annuitant.

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 per Participant without Home Office
approval; and (2) suspend Transfers.

The Company will effect a Transfer to or from a Subaccount on the basis of
Accumulation Unit Value determined as of 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. Transfers are effected as of
the close of the Valuation Period in which all information required to make the
Transfer is Received by the Company.

CLAIMS OF CREDITORS -- The Contract Value and other benefits under this Contract
are exempt from the claims of creditors of the Owner and Participants to the
extent allowed by law.

NONFORFEITURE VALUES -- The Withdrawal Values will at least equal the minimum
required by law.

PARTICIPATION -- This Contract is participating.

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.

- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

FLEXIBLE PURCHASE PAYMENTS -- The Contract becomes in force when the initial
Purchase Payment is applied. Purchase Payments may be made in such form, manner,
timing and amount as agreed to by the Owner and Company.

PURCHASE PAYMENT ALLOCATION -- Purchase Payments will 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. 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, the Company reserves the right to pay
to the Owner the Contract Value as a lump sum if it is below the minimum
Contract Value set forth on page 3.

FIXED ACCOUNT CONTRACT VALUE -- On any Valuation Date, the Fixed Account
Contract Value is equal to the amount of the initial 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 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 Current Interest on
Fixed Account Contract Value on a daily basis. Current Interest will be credited
from the Valuation Date on which a Purchase Payment is applied to the date of
Withdrawal, Transfer, or application as an Annuity Consideration. The rate of
Current Interest will be set on a semiannual basis and will reflect the
performance of Fixed Account assets. The Company reserves the right to reset the
Current Interest rate more frequently.

OWNERSHIP OF ASSETS -- The Company is the sole owner of the assets of the Fixed
Account. The Company has the sole right to control, manage or administer such
assets.

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 the 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;

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 and Recordkeeping Charge which is deducted from the
Separate Account.

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, or deducted from, the Subaccount; by (2) the Accumulation Unit Value for the
Subaccount as of the end of the Valuation Period during which the amount is
allocated or deducted 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 that are deducted from the Subaccount; and

4. Premium Taxes and Account charges 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.

ADMINISTRATION AND RECORDKEEPING CHARGE -- The Company will deduct the
Administration and Recordkeeping 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.

ACCOUNT CHARGE -- The Company will deduct the Account Charge shown on page 3.
This charge will be computed and deducted from Contract Value as of each
calendar year end.

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.

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 Separate Account Contract Value
is allowed at any time. A full or partial Withdrawal of Fixed Account Contract
Value is allowed as mutually agreed by the Company and the Owner. This provision
is subject to any federal or state Withdrawal restrictions.

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; and

2. The Owner must apply while this Contract is in force.

PARTIAL WITHDRAWALS -- The Owner may request a Withdrawal pursuant to the
request of a Participant under the terms of the Plan or Trust. A partial
Withdrawal request must state the allocations for deducting the Withdrawal from
each Account. If no allocation is specified, the Company will contact the Owner
for instructions. The Withdrawal will be effected as of the end of the Valuation
Period in which such instructions are received and payment will be made within
the time frame required by applicable law. The Withdrawal will reduce Contract
Value by the amount of the Withdrawal and any premium taxes attributable to the
Withdrawal.

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 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 Securities 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 Contract will terminate upon any Withdrawal that leaves Contract Value equal
to zero. The Company may terminate the Contract upon 180 days' written notice
after the fifth Contract Anniversary.

- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

DEATH BENEFIT -- If a Participant dies prior to the Annuity Start Date, a Death
Benefit will be paid to the Beneficiary when due Proof of Death and instructions
regarding payment are Received by the Company.

If the age of the Participant was 75 or younger on the Participant's Contract
Date, the Death Benefit will be the greatest of: (1) the sum of all Purchase
Payments made by or on behalf of the Participant, less any Premium Taxes due or
paid by the Company with respect to the Participant's Account and less the sum
of all partial Withdrawals made by or on behalf of the Participant; (2) the
Participant's Account as of 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 with respect to the Participant's Account; or (3) the
Stepped-Up Death Benefit described below.

The Stepped-Up Death Benefit is:

1. the largest Death Benefit on any anniversary of the Participant's
Contract Date that is both an exact multiple of five and occurs prior
to the Participant reaching age 76; plus

2. any Purchase Payments made by the Owner with respect to the Participant
since the applicable fifth anniversary of the Participant's Contract
Date; less

3. any reductions caused by Withdrawals made by the Owner with respect to
the Participant since the applicable fifth anniversary of the
Participant's Contract Date; less

4. any Premium Taxes due or paid by the Company with respect to the
Participant's Account.

If the age of the Participant on the Participant's Contract Date was 76 or
older, or if due proof of death (regardless of the age of the Participant on the
Participant's Contract Date) and instructions regarding payment are not Received
by the Company within six months of the date of the Participant's death, the
Death Benefit will be the Participant's Account as of 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 with respect to the Participant's
Account.

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.

PROOF OF DEATH -- Any of the following will serve as Proof of Death of the
Participant:

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
Participant; 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 the Participant, except as provided below. If
the deceased Participant's spouse is the sole Beneficiary, the spouse shall
become the owner of the Participant's Account. He or she may elect to: (1) keep
the Participant's Account in force until the sooner of the spouse's death or the
Annuity Start Date; or (2) receive the Death Benefit.

If a Participant 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 Participant's death.

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.

- --------------------------------------------------------------------------------
ANNUITY BENEFIT PROVISIONS
- --------------------------------------------------------------------------------

PURCHASE OF ANNUITY BENEFIT PROVISIONS -- The Company agrees to make available
an annuity to any Participant under the Plan or Trust; provided that the
Annuitant is no older than age 90 as of the Participant's Contract Date. The
Owner will provide the Company the following information: (1) the Annuity Option
and Annuity Start Date selected by the Participant; (2) the Annuitant named by
the Participant; (3) due proof of age of the Annuitant; (4) the amount of
Annuity Consideration; and (5) any other information deemed necessary by the
Company to make such Annuity Payments. The Annuity Contract will offer the fixed
annuity options and rates set forth below.

ANNUITY TABLES --The Annuity Tables are based upon an interest rate of 3 percent
and the 1983(a) mortality table with mortality improvement using projection
scale G. The Annuity Tables may be modified to reflect the rate of interest in
effect on the Annuity Start Date, but the rate of interest is guaranteed to be
at least 3 percent. The amounts in the Annuity Tables will vary based upon the
sex and age of the Annuitant or Joint Annuitants, if applicable, upon the
Annuity Start Date. Unisex rates will be used where required by law. The
guaranteed minimum amount of monthly Annuity Payment per $1,000 of Annuity
Consideration applied is based upon the Annuity Tables. The Annuity Tables state
values for whole ages. The values will be interpolated based upon the exact
age(s) of the Annuitant or Joint Annuitants on the Annuity Start Date. The
Annuity Tables are used in accordance with generally accepted actuarial
principles.

ANNUITY PAYMENTS -- The amounts set forth in the Tables are the guaranteed
minimum for each Annuity Payment for Annuity Options 1 through 5. No Annuity
Option can be selected that requires the Company to make Annuity Payments of
less than $100. 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.

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.

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
Beneficiary. Table A shows some of the guaranteed rates for this option.

OPTION 3: LIFE WITH INSTALLMENT REFUND OPTION. This option provides payments for
the life of the Annuitant, with a period certain determined by dividing the
Annuity Consideration 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 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: 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.
<PAGE>
A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED COMBINATION FIXED AND VARIABLE GROUP
UNALLOCATED ANNUITY CONTRACT.

*Purchase Payments may be made until termination of the Contract.

*This Contract is Participating.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, ARE 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 AND 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]
SECURITY BENEFIT LIFE INSURANCE COMPANY
700 SW Harrison St., Topeka, Kansas 66636-0001
- --------------------------------------------------------------------------------

APPLICATION FOR GROUP ANNUITY CONTRACT

1. OWNER (APPLICANT)

Name _______________________________________________________________________
Address ____________________________________________________________________
TIN: _______________________________________________________________________

2. TYPE OF ANNUITY CONTRACT

[_] Qualified [_] Non-qualified

3. ALLOCATION OF PURCHASE PAYMENTS

___% Equity Income Subaccount* ___% Small Cap Subaccount*
___% Mid Cap Growth Subaccount* ___% Capital Growth Subaccount*
___% International Subaccount* ___% Fixed Account
100%

4. WILL THIS ANNUITY CHANGE OR REPLACE ANY OTHER INSURANCE OR ANNUITY?

[_] No [_] Yes If yes, state company(ies), contract number(s) and amounts(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.

5. SPECIAL INSTRUCTIONS _______________________________________________________

____________________________________________________________________________

- --------------------------------------------------------------------------------

I have been given, if applicable, a current prospectus that describes the
contract for which I am applying and a current prospectus for the fund that
underlies each Subaccount above. *I KNOW THAT ANNUITY PAYMENTS AND WITHDRAWAL
VALUES, IF ANY, WHEN BASED ON THE INVESTMENT EXPERIENCE THE SUBACCOUNTS, ARE
VARIABLE AND DOLLAR AMOUNTS ARE NOT GUARANTEED. The amount paid and the
application must be acceptable to Security Benefit Life Insurance Company (the
"Company") under its rules and practices. If they are, the contract applied for
will be in effect on its Contract Date. If they are not, the Company will be
liable only for the return of the 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 CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------

Signed at __________________________, this _____ day of _______________, 19____.

Owner Signature ________________________________________________________________

REPRESENTATIVE'S STATEMENT - To the best of my 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 4
above. I have complied with the requirements for disclosure and/or replacement.

Representative/Witness Signature and Number: ____________________________
Print Representative's Full Name and Phone 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 Tax Identification Number.
- --------------------------------------------------------------------------------

[_] CHECK THIS BOX IF YOU WOULD LIKE A STATEMENT OF ADDITIONAL INFORMATION.

GV7624 (6-99)

<PAGE>
[SBG LOGO]
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company 700 SW Harrison St.
Security Benefit Group, Inc. Topeka, Kansas 66636-0001
Security Distributors, Inc. (785) 431-3000
Security Management Company, LLC

July 30, 1999

Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66636-0001

Re: Variable Annuity Account XI

Dear Sir/Madam:

This letter is with reference to the Registration Statement of Variable Annuity
Account XI 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
contract issued by SBL and the interests in Variable Annuity Account XI under
such variable annuity contract 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 stock life insurance company
under the laws of Kansas.

2. Variable Annuity Account XI 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 contract which is administered within and by
means of Variable Annuity Account XI.

4. The amount of the variable annuity contract to be sold pursuant to the
indefinite registration, when issued, will represent binding obligations of
SBL in accordance with their terms providing said contract was 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 report dated February 5, 1999, with respect to the consolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
included in the Registration Statement under the Securities Act of 1933 and the
Registration Statement under the Investment Company Act of 1940 on Form N-4 and
the related Statement of Additional Information accompanying the Prospectus of
Scarborough Advantage Variable Annuity.

Ernst & Young LLP

Kansas City, Missouri
July 30, 1999

<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 VARIABLE ANNUITY ACCOUNT XI 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 16th day of July, 1999.

THOMAS R. CLEVENGER
------------------------------
Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 16th day of July, 1999.

ANNETTE E. CRIPPS
------------------------------
Notary Public

My Commission Expires:

7-8-2001
- ------------------------------
<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 VARIABLE ANNUITY ACCOUNT XI
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 15th day of July, 1999.

SISTER LORETTO MARIE COLWELL
------------------------------
Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 15th day of July, 1999.

SANDI NAKONECZNY
------------------------------
Notary Public

My Commission Expires:

March 1, 2003
- ------------------------------
<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 VARIABLE ANNUITY ACCOUNT XI 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 14th day of July, 1999.

JOHN C. DICUS
------------------------------
John C. Dicus

SUBSCRIBED AND SWORN to before me this 14th day of July, 1999.

MARY R. FALTER
------------------------------
Notary Public

My Commission Expires:

1-30-2000
- ------------------------------
<PAGE>
POWER OF ATTORNEY

STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass, 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 VARIABLE ANNUITY ACCOUNT XI 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 15th day of July, 1999.

STEVEN J. DOUGLASS
------------------------------
Steven J. Douglass

SUBSCRIBED AND SWORN to before me this 15th day of July, 1999.

NANCY A. LEWIS
------------------------------
Notary Public

My Commission Expires:

10-16-99
- ------------------------------
<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 VARIABLE ANNUITY ACCOUNT XI 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 13th day of July, 1999.

HOWARD R. FRICKE
------------------------------
Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 13th day of July, 1999.

MARCIA J. JOHNSON
------------------------------
Notary Public

My Commission Expires:

March 23, 2001
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<PAGE>
POWER OF ATTORNEY

STATE OF KANSAS )
) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, William 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 VARIABLE ANNUITY ACCOUNT XI 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 19th day of July, 1999.

WILLIAM W. HANNA
------------------------------
William W. Hanna

SUBSCRIBED AND SWORN to before me this 19th day of July, 1999.

CAROLYN R. SOUDERS
------------------------------
Notary Public

My Commission Expires:

7/21/03
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<PAGE>
POWER OF ATTORNEY

STATE OF FLORIDA )
) ss.
COUNTY OF PINELLAS)

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 VARIABLE ANNUITY ACCOUNT XI 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 20th day of July, 1999.

JOHN E. HAYES, JR.
------------------------------
John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 20th day of July, 1999.

EMMA IMHOFF
------------------------------
Notary Public

My Commission Expires:

7-29-2000
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<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 VARIABLE ANNUITY ACCOUNT XI 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 19th day of July, 1999.

LAIRD G. NOLLER
------------------------------
Laird G. Noller

SUBSCRIBED AND SWORN to before me this 19th day of July, 1999.

DEBHORA J. PETERMAN
------------------------------
Notary Public

My Commission Expires:

1-7-2003
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<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 VARIABLE ANNUITY ACCOUNT XI 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 14th day of July, 1999.

ROBERT C. WHEELER
------------------------------
Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 14th day of July, 1999.

CAROL L. .SCHEETZ
------------------------------
Notary Public

My Commission Expires:

7-26-2002
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