<PAGE>
RESOLUTION TO ESTABLISH SEPARATE ACCOUNT
WHEREAS, Security Benefit Life Insurance Company, a Kansas-domiciled stock
life insurance company (the "Company"), anticipates developing a new variable
annuity product;
WHEREAS, it is desired that the Company establish a funding vehicle for said
variable annuity policies;
WHEREAS, such funding vehicle should be established in compliance with Kansas
law;
WHEREAS, Kansas Statutes Annotated Sections 40-436 and 40-437 permit the
establishment of one or more separate accounts;
NOW, THEREFORE, BE IT RESOLVED, that the Company shall establish a separate
account referred to herein as the SBL Variable Annuity Account XIV, 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 securities
issued by SBL Fund, an investment company registered under the
Investment Company Act of 1940 or such other investment company(s) as
the officers of the Company deem appropriate;
(g) divide the Separate Account into subaccounts with each subaccount
investing in shares of designated classes or series of designated
investment companies or other appropriate securities; and
(h) perform such additional functions and take such additional action as may
be necessary or desirable to carry out the foregoing and the intent and
purpose thereof.
FURTHER RESOLVED, that the assets of the Separate Account shall be derived
solely from (a) the sale of variable annuity products, (b) funds corresponding
to dividend accumulation with respect to investment of such assets, and (c)
advances made by the Company in connection with the operation of the Separate
Account;
FURTHER RESOLVED, that pursuant to Kansas Statutes Annotated Section 40-436
the assets of the Separate Account shall be legally segregated and, to the
extent so provided in the applicable agreements, shall not be chargeable with
liabilities arising out of any other business of the Company;
FURTHER RESOLVED, that the Company shall maintain in the Separate Account,
assets with a fair market value at least equal to the statutory valuation
reserves for the variable annuity policies;
FURTHER RESOLVED, that assets allocated to the Separate Account shall be
valued at their market value in accordance with the terms of the variable
annuity policies issued by the Company providing for allocation to the Separate
Account;
FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized in their discretion as they may deem appropriate from time
to time in accordance with applicable laws and regulations (a) to divide the
separate account into subaccounts, (b) to modify or eliminate any such
subaccounts, (c) to change the designation of the Separate Account to another
designation, (d) to designate further any subaccount thereof, and (e) to
deregister the Separate Account under the Investment Company Act of 1940 and to
deregister the policies or units of interest thereunder under the Securities Act
of 1933;
FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized to invest cash from the Company's general account in the
Separate Account or in any division thereof as may be deemed necessary or
appropriate to facilitate the commencement of the Separate Account's operations
or to meet any minimum capital requirements under the Investment Company Act of
1940, and to transfer cash or securities from time to time between the Company's
general account and Separate Account as deemed necessary or appropriate so long
as such transfers are not prohibited by law and are consistent with the terms of
the variable annuity policies issued by the Company providing for allocations to
the Separate Account;
FURTHER RESOLVED, that pursuant to the Kansas Statutes Annotated Section
40-436(c) the income, gains and losses (whether or not realized) from assets
allocated to Separate Account shall, in accordance with any variable annuity
policies issued by the Company providing for allocations to the Separate
Account, be credited to or charged against such Separate Account without regard
to other income, gains or losses of the Company;
FURTHER RESOLVED, that authority is hereby delegated to the Chairman or the
President of the Company to adopt procedures providing for, among other things,
criteria by which the Company shall institute procedures to provide for a
pass-through of voting rights to the owners of variable annuity policies issued
by the Company providing for allocation to the Separate Account with respect to
the shares of any investment companies which are held in Separate Account;
FURTHER RESOLVED, that the officers of the Company are authorized and
directed, with the assistance of accountants, legal counsel, and other
consultants, to prepare and execute any necessary agreements to enable the
Separate Account to invest and reinvest the assets of the Separate Account in
securities issued by any investment company registered under the Investment
Company Act of 1940, or other appropriate securities as the officers of the
Company may designate pursuant to the provisions of the variable annuity
policies issued by the Company providing for allocations to the Separate
Account;
FURTHER RESOLVED, that the fiscal year of the Separate Account shall end on
the 31st day of December each year;
FURTHER RESOLVED, that the officers of the Company, with the assistance of
accountants, legal counsel, and other consultants, are authorized to prepare,
execute, and file all periodic reports required under the Investment Company Act
of 1940 and the Securities Exchange Act of 1934;
FURTHER RESOLVED, that the Company may register under the Securities Act of
1933 variable annuity policies, or units of interest thereunder, under which
amounts will be allocated by the Company to the Separate Account to support
reserves for such policies and, in connection therewith, that the officers of
the Company be, and each of them hereby is, authorized, with the assistance of
accountants, legal counsel, and other consultants, to prepare, execute, and file
with the Securities and Exchange Commission, in the name and on behalf of the
Company, registration statements under the Securities Act of 1933, including
prospectuses, supplements, exhibits, and other documents relating thereto, and
amendments to the foregoing, in such form as the officer executing the same may
deem necessary or appropriate;
FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized, with the assistance of accountants, legal counsel, and
other consultants, to take all actions necessary to register the Separate
Account as a unit investment trust under the Investment Company Act of 1940 and
to take such related actions as they deem necessary and appropriate to carry out
the foregoing;
FURTHER RESOLVED, that the President of the Company, or in his or her
absence, a Senior Vice President, be and each of them is hereby authorized,
empowered and directed to sign a form of Notification of Registration under the
1940 Act, and such Registration Statement as may be required by the 1940 Act and
the 1933 Act, in the name of the Separate Account by the Company as sponsor and
depositor, and that the appropriate officers of the Company be, and they hereby
are, fully authorized, empowered and directed to execute and cause to be filed
for and on behalf of the Separate Account and the Company said Notification of
Registration and said Registration Statement, and the appropriate officers are
empowered to execute and cause to be filed, for and on behalf of the Separate
Account and the Company, and the President and each Senior Vice President of the
Company hereby is fully authorized and the Company be, and hereby is, fully
authorized and empowered to execute in the name of the Separate Account and the
Company, such amendments to, and such instruments, exhibits and documents in
connection with, said Notification of Registration and Registration Statement,
as they, or any of them may upon advice of counsel, deem necessary or advisable;
FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized to prepare, execute, and file, with the assistance of
accountants, legal counsel, and other consultants, with the Securities and
Exchange Commission applications and amendments thereto for such exemptions from
or orders under the Investment Company Act of 1940, and to request from the
Securities and Exchange Commission no action and interpretative letters, as they
may from time to time deem necessary or desirable;
FURTHER RESOLVED, that the General Counsel, an Associate Counsel or an
Assistant Counsel of the Company may be appointed as agent for service under any
such registration statement and are duly authorized to receive communications
and notices from the Securities and Exchange Commission with respect thereto and
to exercise powers given to such agent by the Securities Act of 1933 and the
rules thereunder, and any other necessary acts;
FURTHER RESOLVED, that the officers of the Company be, and each of them
hereby is, authorized, with the assistance of accountants, legal counsel, and
other consultants, to effect in the name of and on behalf of the Company all
such registrations, filings, and qualifications under blue sky or other
applicable securities laws and regulations and under insurance laws and
regulations of such states and other jurisdictions, as they may deem necessary
or appropriate with respect to the Company and with respect to any variable
annuity policies under which amounts will be allocated by the Company to the
Separate Account to support reserves for such policies; such authorization shall
include 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.
