VARIFLEX
485BPOS, 1997-04-30
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                                                               File No. 2-89328
                                                              File No. 811-3957

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933              |_|
         Post-Effective Amendment No.   18                           |X|
                                      ------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      |_|
         Amendment No.   17                                          |X|
                       -----

                        (Check appropriate box or boxes)

                                    VARIFLEX
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

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

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

                                                     Copies to:

Amy J. Lee, Associate General Counsel                Jeffrey S. Puretz, Esq.
Security Benefit Group                               Dechert, Price & Rhoads
700 Harrison Street                                  1500 K Street, N.W.
Topeka, KS 66636-0001                                Washington, DC 20005
(Name and address of Agent for Service)

It is proposed that this filing will become effective:

|_|  immediately upon filing pursuant to paragraph (b) of Rule 485
|X|  on April 30, 1997 pursuant to paragraph (b) of Rule 485
|_|  60 days after filing pursuant to  paragraph (a)(1) of Rule 485
|_|  on April 30, 1997, pursuant to paragraph (a)(1) of Rule 485
|_|  75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_|  on April 30, 1997, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

|_|   this  post-effective  amendment  designates  a new  effective  date  for a
      previously filed post-effective amendment.

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


Pursuant to  Regulation  270.24f-2 of the  Investment  Company Act of 1940,  the
Registrant  has elected to  register an  indefinite  number of  securities.  The
Registrant filed the Notice required by 24f-2 on February 26, 1997.


<PAGE>


                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                                      PROSPECTUS CAPTION
- ----------------                                      ------------------

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

   2. Definitions................................  Glossary of Terms

   3. Synopsis...................................  Summary of the Contract;
                                                   Summary of Expenses

   4. Condensed Financial Information

      (a)    Accumulated Unit Values.............  Condensed Financial
                                                   Information

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

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

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

      (a)    Depositor...........................  Security Benefit Life
                                                   Insurance Company

      (b)    Registrant..........................  Variflex

      (c)    Portfolio Company...................  SBL Fund

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

      (e)    Voting Rights.......................  Voting Rights

      (f)    Administrators......................  N/A

   6. Deductions and Expenses....................  Charges and Deductions

      (a)    General.............................  Other Charges; Administrative
                                                   Fees; Actuarial Risk Fee;
                                                   State Premium Taxes;
                                                   Charges for Taxes

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

      (c)    Special Purchase Plan...............  Variations in Charges


<PAGE>


                               PART A (Continued)

ITEM OF FORM N-4                                      PROSPECTUS CAPTION
- ----------------                                      ------------------

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

      (e)    Fund Expenses.......................  SBL Fund; Summary of Expenses

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

   7. General Description of Contracts

      (a)    Persons with Rights.................  Variflex Contracts;
                                                   Distributions Under
                                                   the Contract; Voting
                                                   Rights; The General Account;
                                                   Types of Variflex Contracts

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

            (ii)   Transfers.....................  Transfer of Contract Value

           (iii)   Exchanges.....................  N/A

      (c)    Changes.............................  Purpose of the Contracts;
                                                   Substituted Securities

      (d)    Inquiries...........................  Contractowner Inquiries

   8. Annuity Period.............................  Annuity Period; Annuity
                                                   Provisions; Election of
                                                   Annuity Commencement Date
                                                   and Form of Annuity;
                                                   Non-Qualified Contracts;
                                                   Qualified Contracts;
                                                   Allocation of Benefits

   9. Death Benefit..............................  Death Benefit During
                                                   Accumulation Period;
                                                   Optional Annuity Forms

  10. Purchases and Contract Value

      (a)    Purchases...........................  Contract Application and
                                                   Purchase Payments; Crediting
                                                   of Accumulation Units

      (b)    Valuation...........................  Accumulation Period;
                                                   Crediting of Accumulation
                                                   Units; Value of Variable
                                                   Annuity Payments: Assumed
                                                   Investment Rates

      (c)    Daily Calculation...................  Crediting of
                                                   Accumulation Units

      (d)    Underwriter.........................  Distributor of the Contracts


<PAGE>


                               PART A (Continued)

ITEM OF FORM N-4                                      PROSPECTUS CAPTION
- ----------------                                      ------------------

  11. Redemptions

      (a)    - By Owners.........................  Full and Partial Withdrawals;
                                                   Systematic Withdrawals; Loans
                                                   Available from Certain
                                                   Qualified Contracts;
                                                   Constraints on Distributions
                                                   from Certain Section 403(b)
                                                   Annuity Contracts

             - By Annuitant......................  Optional Annuity Forms

      (b)    Texas ORP...........................  Restrictions Under the
                                                   Texas Optional Retirement
                                                   Program

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

      (d)    Lapse...............................  Contract Application and
                                                   Purchase Payments; Full and
                                                   Partial Withdrawals

      (e)    Free Look...........................  Free-Look Right; Contract
                                                   Application and Purchase
                                                   Payments

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

  13. Legal Proceedings..........................  N/A

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


                                     PART B

                                                      STATEMENT OF ADDITIONAL
ITEM OF FORM N-4                                        INFORMATION CAPTION
- ----------------                                      -----------------------

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

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


<PAGE>


                               PART B (Continued)

                                                      STATEMENT OF ADDITIONAL
ITEM OF FORM N-4                                        INFORMATION CAPTION
- ----------------                                      -----------------------

  17. General Information and History............  Other Information;
                                                   Legal Matters

  18. Services

      (a)    Fees and Expenses of Registrant.....  Variations in Charges;
                                                   Additional Federal
                                                   Tax Matters

      (b)    Management Contracts................  Records and Reports

      (c)    Custodian...........................  Safekeeping of Variflex
                                                   Account Assets

             Independent Public Accountant.......  Experts

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

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

      (f)    Principal Underwriter...............  Distribution of the Contracts

  19. Purchase of Securities Being Offered.......  Group Contracts; Distribution
                                                   of the Contracts;
                                                   State Regulation

  20. Underwriters...............................  Distribution of the Contracts

  21. Calculation of Performance Data............  Performance Information

  22. Annuity Payments...........................  The Contract; Valuation of
                                                   Accumulation Units;
                                                   Computation of Variable
                                                   Annuity Payments;
                                                   Illustration; Termination of
                                                   Contract; Limits on
                                                   Stipulated Payments
                                                   (Under the Internal
                                                   Revenue Code); Assignment

  23. Financial Statements.......................  Financial Statements;
                                                   Taxation of SBL;
                                                   Tax Status of the Contracts


<PAGE>

- --------------------------------------------------------------------------------
                                    VARIFLEX

                           VARIABLE ANNUITY CONTRACTS

                                    SOLD BY--

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                   700 SW HARRISON, TOPEKA, KANSAS 66636-0001

                                 (913) 295-3000


     This  Prospectus  describes the Variflex  Variable  Annuity  Contracts (the
"Variflex  Contracts" or "Contracts") offered by Security Benefit Life Insurance
Company  ("SBL").  The  Contracts  may be issued for use with  retirement  plans
qualified for favorable tax treatment  under the Internal  Revenue Code, such as
pension  and profit  sharing  plans,  annuity  purchase  plans of public  school
systems and certain tax-exempt  organizations,  individual  retirement plans and
individual  retirement  annuities,  and certain deferred  compensation  plans of
state  and  local  governments  and  with  plans  and  trusts  which  are not so
qualified.  This Prospectus  offers Contracts which may be purchased with single
or multiple purchase payments,  with annuity payments commencing  immediately or
at some later date.  The Contracts  are offered on both an individual  and group
basis.

     Variflex Contracts offer Contractowners and Participants the opportunity to
arrange for a Variable Annuity, with lifetime or other annuity payments based on
the  investment  performance  of one or more  Series of  Variflex.  Variflex,  a
separate  account of SBL, is  registered as a unit  investment  trust and issues
eleven separate  series  --Growth  Series,  Growth-Income  Series  (formerly the
"Income-Growth  Series"),  Money Market Series,  Worldwide  Equity Series,  High
Grade Income Series,  Social Awareness  Series,  Emerging Growth Series,  Global
Aggressive  Bond Series,  Specialized  Asset  Allocation  Series,  Managed Asset
Allocation Series, and Equity Income Series. Each Series reflects the investment
results  of a  corresponding  series  of SBL Fund  (the  "Fund"),  a  registered
open-end management investment company.

     Contractowners and Participants may additionally elect to accumulate values
and receive all or a portion of the benefits in the form of  Guaranteed  Annuity
payments funded by the General Account assets of SBL.

     Depending  on the  state  where  the  Contract  is sold,  it may  contain a
provision  which allows the Contract to be canceled within 10 or more days after
receipt of the Contract.

     This  Prospectus  sets forth the  information  that a prospective  investor
should know before  investing.  A Statement of Additional  Information about the
Variflex Contract and Variflex is free and may be obtained by writing SBL at the
address above or by calling (913) 295-3112 or (800)  888-2461,  extension  3112.
The  Statement  of  Additional  Information,  which  has the  same  date as this
Prospectus,  has been filed with the Securities  and Exchange  Commission and is
incorporated  herein by  reference.  The Table of Contents of the  Statement  of
Additional Information is set forth at the end of this Prospectus.

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

ATTACHED  TO  THIS  PROSPECTUS  IS  A  CURRENT  PROSPECTUS  OF  SBL  FUND.  BOTH
PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.  THESE SECURITIES HAVE NOT
BEEN APPROVED OR DISAPPROVED  BY THE SECURITIES AND EXCHANGE  COMMISSION NOR HAS
THE  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE CONTRACT AND CERTAIN  VARIFLEX SERIES ARE NOT AVAILABLE IN ALL STATES.  THIS
PROSPECTUS  DOES NOT  CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.  NO DEALER,  SALESPERSON,  OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY  INFORMATION  OR MAKE ANY  REPRESENTATIONS  IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS,  AND IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

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

   
PROSPECTUS DATED: MAY 1, 1997                        RETAIN FOR FUTURE REFERENCE
    
- --------------------------------------------------------------------------------
                                       1
<PAGE>

                                VARIFLEX CONTENTS

                                                                            Page

Glossary of Terms.........................................................    4
Summary of the Contract...................................................    5
Summary of Expenses.......................................................    6
Condensed Financial Information...........................................    8
  Financial Statements....................................................   12
Security Benefit Life Insurance Company and Variflex......................   12
  Security Benefit Life Insurance Company.................................   12
  Variflex................................................................   12
SBL Fund..................................................................   12
  Voting Rights...........................................................   13
  Substituted Securities..................................................   13
Variflex Contracts........................................................   13
  Purpose of the Contracts................................................   13
  Types of Variflex Contracts.............................................   14
  Contract Application and Purchase Payments..............................   14
  Allocation of Purchase Payments.........................................   14
  Crediting of Accumulation Units.........................................   15
  Dollar Cost Averaging Option............................................   15
  Asset Reallocation Option...............................................   15
  Transfer of Contract Value..............................................   16
  Contract Value..........................................................   16
  Determination of Contract Value.........................................   16
  Contractowner Inquiries.................................................   17
Charges and Deductions....................................................   17
  Contingent Deferred Sales Charge........................................   17
  Hospital/Nursing Home Waiver............................................   18
  Other Charges...........................................................   18
  (a) Administrative Fees.................................................   18
  (b) State Premium Taxes.................................................   19
  (c) Actuarial Risk Fee..................................................   19
  (d) Charges for Taxes...................................................   19
  Sequential Deduction of Fees............................................   19
  Variations in Charges...................................................   19
Distributions Under the Contract..........................................   19
  Accumulation Period.....................................................   19
  Full and Partial Withdrawals............................................   19
  Systematic Withdrawals..................................................   20
  Free-Look Right.........................................................   21
  Death Benefit During Accumulation Period................................   21
  Loans Available from Certain Qualified Contracts........................   22
   
  Constraints on Distributions from Certain Section 403(b)
    Annuity Contracts.....................................................   23
  Annuity Period..........................................................   24
    
  Annuity Provisions......................................................   24
  Election of Annuity Commencement Date and Form of Annuity...............   24
  Allocation of Benefits..................................................   24
  Optional Annuity Forms..................................................   25
  Value of Variable Annuity Payments:
    Assumed Investment Rates..............................................   25
  Restrictions Under the Texas Optional Retirement Program................   26

                                       2
<PAGE>

                          VARIFLEX CONTENTS (CONTINUED)

                                                                            Page

   
Federal Tax Matters.......................................................   26
     Introduction.........................................................   26
     Tax Status of SBL and the Separate Account...........................   26
         General..........................................................   26
         Charge for SBL Taxes.............................................   26
         Diversification Standards........................................   26
     Income Taxation of Annuities in General -- Non-Qualified Plans.......   27
         Surrenders or Withdrawals Prior to the Annuity Start Date........   27
         Surrenders or Withdrawals On or After Annuity Start Date.........   27
         Penalty Tax on Certain Surrenders and Withdrawals................   27
     Additional Considerations............................................   28
         Distribution-at-Death Rules......................................   28
         Gift of Annuity Contracts........................................   28
         Contracts Owned by Non-Natural Persons...........................   28
         Multiple Contract Rule...........................................   28
         Possible Tax Charges.............................................   28
         Transfers, Assignments or Exchanges of a Contract................   29
     Qualified Plans......................................................   29
         Section 401......................................................   29
         Section 403(b)...................................................   30
         Section 408......................................................   30
         Section 457......................................................   31
         Rollovers........................................................   32
         Tax Penalties....................................................   32
         Withholdings.....................................................   32
    
Distributor of the Contracts..............................................   33
     Performance Information..............................................   33
The General Account.......................................................   33
Statement of Additional Information.......................................   34




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

                                       3
<PAGE>

                                GLOSSARY OF TERMS

                   THE FOLLOWING DEFINITIONS MAY BE USEFUL IN
                        READING THIS PROSPECTUS. CERTAIN
                       ADDITIONAL TERMS ARE DEFINED IN THE
                                      TEXT.

ACCUMULATION  PERIOD--The  period  from the date  Accumulation  Units  are first
purchased under the Contract to the Annuity  Commencement  Date,  or,if earlier,
when the Contract is terminated,  either through a full  withdrawal,  payment of
charges or payment of the death benefit.

ACCUMULATION   UNIT--Unit   of  measure  used  to  calculate   the  value  of  a
Contractowner's  or  Participant's  interest in Variflex during the Accumulation
Period. The value of an Accumulation Unit fluctuates with the value of shares of
the corresponding series of the underlying Fund.

ANNUITANT--The  person  designated to receive,  or actually  receiving,  annuity
payments under a Variflex Contract.

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

CONTRACTOWNER--The  person or entity  entitled to exercise  all legal  rights of
ownership in a Variflex Contract and in whose name the Contract is issued.

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

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

CONTRACT  VALUE--The  total value of the amounts in a Contract  allocated to the
Series of Variflex and the General  Account,  as well as any amount set aside in
the General Account to secure loans as of any Valuation Date.

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

GUARANTEED  ANNUITY--An  annuity under which the amount of each annuity  payment
does not vary with the investment  experience of the Variflex  Separate  Account
and which is guaranteed by SBL.

GROUP ALLOCATED  CONTRACT--A  master agreement between the Contractowner and SBL
under which a  Participant's  individual  account is established for each person
for whom payments are being made under the Plan.

GROUP UNALLOCATED  CONTRACT--A  Contract between the Contractowner and SBL under
which individual accounts are not established for each Participant, but instead,
all  Accumulation  Units are credited to one accumulation  account;  when a Plan
Participant becomes entitled to receive payments under the Plan, the appropriate
number of units may be withdrawn to purchase an Annuity.

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

NON-QUALIFIED   CONTRACT--A  Variflex  Contract  issued  in  connection  with  a
retirement plan that does not receive favorable tax treatment under Section 401,
403, 408 or 457 of the Internal Revenue Code.

PARTICIPANT--Any  person  who is  covered  under the  terms of a group  Variflex
Contract,  and for whom an Annuity is being  funded,  particularly  a person for
whom annuity payments have not commenced.

PARTICIPANT'S INDIVIDUAL ACCOUNT--The Participant's allocated share of the value
of a Group Allocated Variflex Contract.

PLAN--The document or agreement  defining the retirement  benefits and those who
are eligible to receive them. The Plan is not part of the Variflex  Contract and
Security Benefit Life Insurance Company is not a party to the Plan.

PURCHASE PAYMENT--A payment made into a Variflex Contract.

QUALIFIED  CONTRACT--A  Variflex Contract issued in connection with a retirement
plan that receives favorable tax treatment under Section 401, 403, 408 or 457 of
the Internal Revenue Code.

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

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

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

VARIABLE  ANNUITY--An  Annuity  providing  payments  which vary in dollar amount
depending on the investment results of Variflex and the Fund.

VARIFLEX CONTRACTS-401(K) AND 408(K)--A version of the Variflex Contract offered
prior to May 1, 1990, to plans that qualify  under Section  401(k) and 408(k)(6)
of the Internal  Revenue  Code.  The  differences  between this contract and the
currently  offered  versions of the Variflex  Contract  qualifying under Section
401(k) and 408(k)(6) of the Code are noted where appropriate.

VARIFLEX INCOME VARIABLE  ANNUITY ("VIVA")  CONTRACT--A  version of the Variflex
Contract  offered prior to May 1, 1995 that is funded by a single payment,  with
additional  purchase payments allowed during the first Contract Year pursuant to
which  annuity  payments  will  commence at some agreed time in the future.  The
differences  between this  contract and the  currently  offered  versions of the
Variflex Contract are noted where appropriate.

VARIFLEX  CONTRACT--A  contract issued  pursuant to this  Prospectus  which sets
forth  the  obligations  and  contractual   promises  which  SBL  makes  to  the
Contractowner  to  provide a  Guaranteed  or  Variable  Annuity  or  combination
Guaranteed  and  Variable  Annuity  in return  for  Purchase  Payments  made for
allocation  in any  combination  at the  discretion  of  the  Contractowner  for
investment in one or more Series of Variflex or the General  Account  during the
Accumulation  Period.  Depending on the allocations  made by the  Contractowner,
benefits  will be guaranteed  (to the extent based on SBL's General  Account) or
will  reflect the  investment  results of selected  Series of SBL Fund.  A group
Variflex  Contract  is a master  agreement  between  the  Contractowner  and the
insurance company covering the Participants in a Plan.

                                       4
<PAGE>

                             SUMMARY OF THE CONTRACT

PURPOSE OF THE CONTRACTS

     The objective of a Variable Annuity is to provide benefits which will tend,
to a greater  degree than a  Guaranteed  Annuity,  to reflect the changes in the
cost  of  living.  The  Contracts  offer  Contractowners  and  Participants  the
opportunity  to arrange for a Variable  Annuity with  lifetime or other  annuity
payments based on the investment  performance of the  investments  chosen by the
Contractowner or Participant.

     There is no assurance that a Contract's  objective will be obtained or that
its value will increase. Because a Variable Annuity value is based on investment
performance and is not guaranteed,  a Variflex  Contract  entails more risk than
traditional  guaranteed  insurance.  There is, however, a General Account option
whereby  Contractowners  or  Participants  can elect to accumulate  values,  and
receive all or a portion of their benefits in the form of guaranteed payments.

INVESTMENT ALTERNATIVES

   
     You may choose to invest the  payments  made under the  Contracts in one or
more of the eleven separate Variflex Series: Growth Series, Growth-Income Series
(formerly the  "Income-Growth  Series"),  Money Market Series,  Worldwide Equity
Series,  High Grade Income Series,  Social  Awareness  Series,  Emerging  Growth
Series,  Global  Aggressive Bond Series,  Specialized  Asset Allocation  Series,
Managed Asset Allocation  Series,  and Equity Income Series.  Each of the Series
invests  exclusively  in the shares of a  corresponding  series of the SBL Fund.
Each Series has a different investment objective. (See "SBL Fund," page 12).
    

PURCHASING A CONTRACT

   
     Individuals wishing to purchase a Contract must complete an application and
provide an initial  Purchase  Payment which will be sent to the SBL home office.
The minimum and maximum amount of Purchase Payments vary depending upon the type
of Contract purchased.  (See "Contract  Application and Purchase Payments," page
14 and "Limits on Purchase Payments Paid Under  Tax-Qualified  Retirement Plans"
in the Statement of Additional Information.)
    

ALLOCATION AND TRANSFER AMONG INVESTMENT ALTERNATIVES

     Payments will be allocated to each Variflex Series pursuant to instructions
in the application. Changes in the allocation of future Purchase Payments may be
made by writing to the SBL home office.  However,  no allocation will be allowed
that would result in less than $25 being allocated to any one Variflex Series.

     Prior to the Annuity  Commencement  Date,  transfers  may be made among the
Variflex Series.  At present,  there is no charge for such transfers.  Transfers
among the Variflex Series, changes in allocation of future Purchase Payments and
changes to an existing Dollar Cost Averaging or Asset Reallocation Option may be
made by  telephone  instruction,  provided  that either the  Telephone  Transfer
section  of  the  application  has  been  completed  or  a  Telephone   Transfer
Authorization  form is on file with SBL.  (See  "Transfer of Contract  Value" on
page 16.)

THE DEATH BENEFIT

   
     For individual and Group Allocated  Contracts,  the Contract provides for a
death benefit upon the death of the Annuitant  during the  Accumulation  Period.
The death benefit will vary depending on your Contract's  investment results and
the age of the  Annuitant on the Contract  Date.  SBL will pay the death benefit
proceeds to the beneficiary  upon receipt of due proof of the Annuitant's  death
and instructions  regarding  payment.  For  Non-Qualified  Contracts,  the death
benefit will be paid upon the death of the  Annuitant OR  CONTRACTOWNER  to meet
the  distribution  requirements  of Section 72(s) of the Internal  Revenue Code.
Under a Group Unallocated Contract,  the death benefit will be determined by the
provisions of the Plan. (See "Death Benefit During Accumulation  Period" on page
21.)
    

WITHDRAWALS FROM THE CONTRACT PRIOR TO MATURITY

     Prior to the Annuity  Commencement  Date, all or part of a Contract's value
may be withdrawn upon your written request.  In addition to potential losses due
to investment  risks,  your  withdrawals  may be reduced by any Contract Debt, a
contingent  deferred  sales  charge,  a 10 percent  penalty  tax and income tax.
Contracts  purchased  in  connection  with  retirement  plans may be  subject to
additional  withdrawal  restrictions imposed by the Plan. (See "Full and Partial
Withdrawals"  on page 19,  "Constraints  on  Distributions  from Certain Section
403(b) Annuity Contracts" on page 23 and "Federal Tax Matters" on page 26.)

HOW ANNUITY PAYMENTS ARE DETERMINED

     There  are a number  of ways to  receive  annuity  payments.  They  include
monthly  payments  for a  specified  number of years,  an annuity  for life with
payments  guaranteed for 5, 10, 15 or 20 years, or a joint and survivor annuity.
Payments may be received on a fixed basis or on a variable basis.  The amount of
a variable annuity payment will increase or decrease according to the investment
experience of the Variflex Series you select.

CHARGES AND DEDUCTIONS

     An Actuarial Risk Fee is assessed  daily against  Variflex net assets at an
annual  rate  of 1.2  percent.  Variflex  Contracts  also  provide  for  certain
deductions  and  charges  against the  contract.  These  deductions  and charges
include a $30 annual  Administrative Fee (not applicable to all Contracts),  and
any  state  premium  taxes  that may be  assessed.  Additionally,  a  contingent
deferred sales charge may be assessed  against  certain  withdrawals  during the
first eight Contract Years  (declining from 8 percent in the first Contract 

                                       5
<PAGE>

Year to 0 percent in the ninth such year). (See "Charges and Deductions" on page
17.)

FREE-LOOK RIGHT

     The  laws of  certain  states  require  that  Contractowners  be  given  an
examination period,  generally ten days, within which a Contractowner may return
the Contract to SBL's home office. In such cases, SBL will refund payments made,
adjusted to the extent  permitted by state law, to reflect  changes in the value
of the applicable Variflex Series during the period the contract was held.(See 
"Free-Look Right" on page 21.)

                               SUMMARY OF EXPENSES

CONTRACTOWNER TRANSACTION EXPENSES

   Sales Load Imposed on Purchase 
     (as a percentage of Purchase Payments).............................      0%
   Contingent Deferred Sales Load
     (as a percentage of Purchase Payments 
     or amount withdrawn, as applicable)1................................     8%
   Surrender Fees (as a percentage of amount 
     surrendered, if applicable).........................................     0%
   Exchange Fee..........................................................     $0

ANNUAL CONTRACT Fee2.....................................................    $30

SEPARATE ACCOUNT ANNUAL FEE (as a percentage of average account value)

   Mortality and Expense Risk Fees.......................................   1.2%
   Account Fees and Expenses.............................................   0.0%
   Total Separate Account Annual Expenses ...............................   1.2%

SBL FUND ANNUAL EXPENSES (as a percentage of average net assets)

<TABLE>
<CAPTION>
                                                                         HIGH              
                                   GROWTH-     MONEY     WORLDWIDE       GRADE        SOCIAL  
                     GROWTH        INCOME      MARKET      EQUITY        INCOME     AWARENESS 
                    (SERIES A)   (SERIES B)  (SERIES C)   (SERIES D)   (SERIES E)   (SERIES S)

<S>                    <C>          <C>         <C>         <C>           <C>          <C>
Management Fees
 (after fee waiver)3   .75%         .75%        .50%        1.00%         .75%         .75%

   
Other Expenses 
 (after expense 
     reimbursement)    .08%         .09%        .08%         .30%         .08%         .09%
                      ------       ------      ------       ------       ------       -----

Total Annual 
 Expenses3             .83%         .84%        .58%         1.30%        .83%         .84%
    
</TABLE>


<TABLE>
<CAPTION>
                                  GLOBAL     SPECIALIZED    MANAGED            
                     EMERGING    AGGRESSIVE     ASSET        ASSET        EQUITY 
                      GROWTH        BOND      ALLOCATION   ALLOCATION     INCOME 
                    (SERIES J)   (SERIES K)   (SERIES M)   (SERIES N)   (SERIES O)

<S>                    <C>          <C>          <C>          <C>          <C>
Management Fees
 (after fee waiver)3   .75%         .00%         1.00%        1.00%        1.00%

   
Other Expenses
 (after expense
     reimbursement)    .09%         .84%          .34%         .45%         .58%
                      ------       ------        ------       ------       -----

Total Annual
 Expenses3             .84%         .84%         1.34%        1.45%        1.58%
    
</TABLE>

(1)  The contingent  deferred sales load is decreased based on the Contract Year
     in which the withdrawal is made from 8% in the first Contract Year to 0% in
     the ninth Contract Year. Variflex  Contracts-401(k)  and 408(k) are subject
     to a  schedule  of  charges  that has a  different  rate of  decline in the
     percentage  than  other  Contracts.   Under  certain   circumstances,   the
     contingent deferred sales load may be reduced or waived,  including certain
     annuity options.

(2)  The annual  Administrative Fee for Variflex  Contracts-401(k) and 408(k) is
     the lesser of 2% of assets valued as of the year end or $30.

   
(3)  During the fiscal year ended  December 31,  1996,  the  Investment  Manager
     waived the management  fees of Series K and,  during the fiscal year ending
     December 31, 1997, the Investment Manager will waive the management fees of
     Series K; absent such expense waiver,  the management fee of Series K would
     have been .75%. There can be no assurance that the Investment  Manager will
     continue to waive the Series' management fees after December 31, 1997.
    

                                       6
<PAGE>

EXAMPLE:  VARIFLEX CONTRACTS (EXCLUDING VARIFLEX CONTRACTS - 401(K) AND 408(K))
   If you surrender your contract at the end of the applicable time period:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
annual return on assets:

   
                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES...............   102           126            155           248
GROWTH-INCOME SERIES........   102           126            156           249
MONEY MARKET SERIES.........    99           119            143           222
WORLDWIDE EQUITY SERIES.....   107           139            179           295
HIGH GRADE INCOME SERIES....   102           126            155           248
SOCIAL AWARENESS SERIES.....   102           126            156           249
EMERGING GROWTH SERIES......   102           126            156           249
GLOBAL AGGRESSIVE 
     BOND SERIES............   102           126            156           249
SPECIALIZED ASSET 
     ALLOCATION SERIES......   107           140            181           299
MANAGED ASSET 
     ALLOCATION SERIES......   108           144            186           310
EQUITY INCOME SERIES........   109           147            193           322
    

If you do not surrender your contract:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
annual return on assets:

   
                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES...............   22             67            115           248
GROWTH-INCOME SERIES........   22             68            116           249
MONEY MARKET SERIES.........   19             60            103           222
WORLDWIDE EQUITY SERIES.....   27             81            139           295
HIGH GRADE INCOME 
  SERIES....................   22             67            115           248
SOCIAL AWARENESS SERIES.....   22             68            116           249
EMERGING GROWTH SERIES......   22             68            116           249
GLOBAL AGGRESSIVE 
  BOND SERIES...............   22             68            116           249
SPECIALIZED ASSET 
  ALLOCATION SERIES.........   27             83            141           299
MANAGED ASSET 
  ALLOCATION SERIES.........   28             86            146           310
EQUITY INCOME SERIES........   29             90            153           322
    

EXAMPLE:  VARIFLEX  CONTRACTS - 401(K) AND 408(K) (SOLD PRIOR TO MAY 1, 1990) 
If you do not surrender your contract at the end of the applicable time period:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
     annual return on assets:

   
                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES..............   102           147            188            254
GROWTH-INCOME SERIES.......   103           148            189            255
MONEY MARKET SERIES........   100           140            176            229
WORLDWIDE EQUITY SERIES....   107           160            212            301
HIGH GRADE INCOME SERIES...   102           147            188            254
SOCIAL AWARENESS SERIES....   103           148            189            255
EMERGING GROWTH SERIES.....   103           148            189            255
GLOBAL AGGRESSIVE BOND 
     SERIES................   103           148            189            255
SPECIALIZED ASSET 
    ALLOCATION SERIES......   108           161            214            305
MANAGED ASSET ALLOCATION 
     SERIES................   109           164            219            316
EQUITY INCOME SERIES.......   110           168            225            328
    

If you do not surrender your contract:
     You would pay the following  expenses on a $1,000  investment,  assuming 5%
annual return on assets:

   
                             1 YEAR        3 YEARS        5 YEARS       10 YEARS
                             ------        -------        -------       --------
GROWTH SERIES..............    22            69            118            254
GROWTH-INCOME SERIES.......    23            69            119            255
MONEY MARKET SERIES........    20            62            106            229
WORLDWIDE EQUITY SERIES....    27            83            142            301
HIGH GRADE INCOME SERIES...    22            69            118            254
SOCIAL AWARENESS SERIES....    23            69            119            255
EMERGING GROWTH SERIES.....    23            69            119            255
GLOBAL AGGRESSIVE 
     BOND SERIES...........    23            69            119            255
SPECIALIZED ASSET 
     ALLOCATION SERIES.....    28            84            144            305
MANAGED ASSET 
     ALLOCATION SERIES.....    29            88            149            316
EQUITY INCOME SERIES.......    30            92            156            328

     The  purpose  of  the  preceding  table  is  to  assist  Contractowners  in
understanding  the various  costs and expenses  that a  Contractowner  will bear
directly  or  indirectly  and,  thus,  the table  reflects  expenses of both the
Variflex separate account and the SBL Fund. The example should not be considered
to be a  representation  of past or future  expenses,  and the example  does not
include the deduction of state premium taxes, which in a number of states may be
assessed. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. The example
assumes a 5 percent annual rate of return  pursuant to the  requirements  of the
Securities  and Exchange  Commission.  This  hypothetical  rate of return is not
intended  to be  representative  of  past or  future  performance  of the  Fund.
Pursuant to the  requirements  of the  Securities and Exchange  Commission,  any
annual  contract fee is deducted pro rata from each Series;  however,  under the
contract the annual  Administrative Fee is deducted sequentially from the Series
as specified under "Sequential Deduction of Fees" in this Prospectus. For a more
complete  description  of the various  costs and  expenses of the Fund,  see the
prospectus for SBL Fund.
    

                                       7
<PAGE>

- --------------------------------------------------------------------------------
                         CONDENSED FINANCIAL INFORMATION

     The following condensed financial  information  presents  accumulation unit
values at the  beginning  and end of each period as well as ending  accumulation
units outstanding for Qualified and Non-Qualified Contracts under each Series of
Variflex.

<TABLE>
<CAPTION>
   
                           1996     1995(D)(E)   1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
QUALIFIED CONTRACTS

GROWTH SERIES 
(SERIES A)
Accumulation unit
  value:
  Beginning of period     $37.75      $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41     $12.77
  End of period           $45.76      $37.75     $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41
Accumulation units
  outstanding at
  the end of period   10,310,079   9,203,332  7,723,910  6,900,722  6,640,177  5,420,372  4,616,955  3,191,257  3,032,118  3,620,263

GROWTH-INCOME 
SERIES (SERIES B)
Accumulation unit
  value:
  Beginning of period      $39.88      $31.03     $32.37     $29.89     $28.47      $20.92     $22.16     $17.46    $14.81    $14.46
  End of period            $46.58      $39.88     $31.03     $32.37     $29.89      $28.47     $20.92     $22.16    $17.46    $14.81
Accumulation units
  outstanding at
  the end of period    15,264,292  14,963,215 14,312,801  13,236,948 11,381,462  8,753,337  6,449,776  4,613,783 3,388,090 2,932,678

MONEY MARKET 
SERIES (SERIES C)
Accumulation unit
  value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.27     $14.33     $13.30     $12.56     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.27     $14.33     $13.30     $12.56
Accumulation units
  outstanding at
  the end of period   3,252,140   2,989,809  3,578,026  2,680,809  2,373,251   2,161,924  1,913,734  3,216,085  2,774,046   962,056

WORLDWIDE EQUITY 
SERIES (SERIES D)
Accumulation unit
  value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74     $11.33      $12.18
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65      $8.99      $8.07     $10.57     $11.74      $11.33
Accumulation units
  outstanding at
  the end of period  11,881,450  10,236,349  9,361,197  5,863,967  2,070,715    917,833    466,703    607,650    633,816    648,066

HIGH GRADE INCOME 
SERIES (SERIES E)
Accumulation unit
  value:
  Beginning of period    $22.11      $18.87     $20.52     $18.44     $17.37      $15.04     $14.26     $12.90     $12.17     $12.04
  End of period          $21.69      $22.11     $18.87     $20.52     $18.44      $17.37     $15.04     $14.26     $12.90     $12.17
Accumulation units
  outstanding at
  the end of period   3,673,833   3,912,046  3,891,426  3,731,587  2,912,605   2,255,909  1,673,154  1,403,313  1,037,740 1,013,973

SOCIAL AWARENESS
SERIES (SERIES S)
Accumulation unit
  value:
  Beginning of period    $15.97      $12.65     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.97     $12.65     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   2,083,090   1,615,845  1,344,063    993,233    513,953    127,699      ---        ---        ---         ---

EMERGING GROWTH 
SERIES (SERIES J)
Accumulation unit
  value:
  Beginning of period    $15.46      $13.10     $13.97     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.10     $13.97     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   5,563,881   4,387,739  3,947,047  2,131,858    455,105       ---        ---        ---        ---         ---
    
</TABLE>

                                       8

<PAGE>

<TABLE>
<CAPTION>
   
                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
QUALIFIED CONTRACTS

GLOBAL AGGRESSIVE 
BOND SERIES (SERIES K)
Accumulation unit
  value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     306,339     129,589      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET 
ALLOCATION SERIES 
(SERIES M)
Accumulation unit
  value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.01      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   1,274,106     611,652      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET
ALLOCATION SERIES 
(SERIES N)
Accumulation unit
  value:
  Beginning of period    $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     626,179     295,053      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME 
SERIES (SERIES O)
Accumulation unit
  value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   2,016,966     604,325      ---        ---        ---         ---        ---        ---        ---         ---
    
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
   
                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
NON-QUALIFIED
CONTRACTS

GROWTH SERIES
(SERIES A)
Accumulation unit
  value:
  Beginning of period    $37.74      $27.92     $28.74     $25.58     $23.30      $17.32     $19.45     $14.59     $13.41     $12.76
  End of period          $45.74      $37.74     $27.92     $28.74     $25.58      $23.30     $17.32     $19.45     $14.59     $13.41
Accumulation units
  outstanding at
  the end of period   2,575,426   2,306,163  1,578,797  1,483,618  1,766,896   1,328,865    952,806    594,856    493,463   664,251

GROWTH-INCOME 
SERIES (SERIES B)
Accumulation unit
  value:
  Beginning of period    $39.84      $31.00     $32.34     $29.87     $28.44      $20.91     $22.16     $17.46     $14.80     $14.45
  End of period          $46.54      $39.84     $31.00     $32.34     $29.87      $28.44     $20.91     $22.16     $17.46     $14.80
Accumulation units
  outstanding at
  the end of period   3,721,884   3,669,299  3,515,364  3,262,600  2,560,986   1,774,534  1,293,121  1,000,815    836,735   801,802

MONEY MARKET 
SERIES (SERIES C)
Accumulation unit
  value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.28     $14.32     $13.29     $12.55     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.28     $14.32     $13.29     $12.55
Accumulation units
  outstanding at
  the end of period   1,681,230   1,469,153  2,475,349  1,913,212  1,031,855   1,000,378    954,107    846,414    853,615    422,130

WORLDWIDE EQUITY 
SERIES (SERIES D)
Accumulation unit
  value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99       $8.07     $10.57     $11.74     $11.33     $12.19
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65       $8.99    $  8.07     $10.57     $11.74     $11.33
Accumulation units
  outstanding at
  the end of period   3,484,411   3,140,486  2,803,304  2,150,932    678,110     279,878    125,010    211,920    214,723    225,118

HIGH GRADE INCOME 
SERIES (SERIES E)
Accumulation unit
  value:
  Beginning of period    $22.09      $18.85     $20.50     $18.42     $17.36      $15.02     $14.25     $12.89     $12.17     $12.03
  End of period          $21.67      $22.09     $18.85     $20.50     $18.42      $17.36     $15.02     $14.25     $12.89     $12.17
Accumulation units
  outstanding at
  the end of period   1,377,342   1,325,159  1,392,830  1,290,268   962,775     784,496    582,285    519,624    419,410    420,483

SOCIAL AWARENESS 
SERIES (SERIES S)
Accumulation unit
  value:
  Beginning of period    $15.98      $12.66     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.98     $12.66     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     746,852     612,235    543,287    389,861    226,145      98,344      ---        ---        ---         ---

EMERGING GROWTH 
SERIES (SERIES J)
Accumulation unit
  value:
  Beginning of period    $15.46      $13.09     $13.96     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.09     $13.96     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period   1,559,302   1,248,987  1,211,099    610,801     68,338       ---        ---        ---        ---         ---
    
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
   
                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                   <C>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>      
NON-QUALIFIED
CONTRACTS

GLOBAL AGGRESSIVE 
BOND SERIES (SERIES K)
Accumulation unit
  value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     178,818      74,528      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET
ALLOCATION SERIES
(SERIES M)
Accumulation unit
  value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     532,893     297,967      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET 
ALLOCATION SERIES 
(SERIES N)
Accumulation unit
  value:
  Beginning of period    $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     374,276     226,555      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME
SERIES (SERIES O)
Accumulation unit
  value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period     710,206     234,242      ---        ---        ---         ---        ---        ---        ---         ---
    
</TABLE>

(a) Social  Awareness  Series of Variflex was first  publicly  offered on May 1,
    1991.

(b) Effective May 1, 1991, the investment  objective of Worldwide  Equity Series
    of Variflex was changed from high current income to long-term capital growth
    through  investment in common stocks and equivalents of companies  domiciled
    in foreign countries and the United States.

(c) Emerging Growth Series of Variflex was first publicly  offered on October 1,
    1992.

(d) Global  Aggressive  Bond,   Specialized  Asset  Allocation,   Managed  Asset
    Allocation and Equity Income Series were first  publicly  offered on June 1,
    1995.

(e) Effective June 1, 1995, the investment  objective of Growth-Income Series of
    Variflex was changed from seeking to provide income with secondary  emphasis
    on  capital  appreciation  to  seeking  long-term  growth  of  capital  with
    secondary emphasis on income.

                                       11
<PAGE>
- --------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS

     The full financial  statements for Variflex and the financial statements of
SBL as well as the auditor's  reports thereon are in the Statement of Additional
Information.

                         SECURITY BENEFIT LIFE INSURANCE
                              COMPANY AND VARIFLEX

SECURITY BENEFIT LIFE INSURANCE COMPANY

     Security Benefit Life Insurance  Company ("SBL") is a mutual life insurance
company.  SBL, which was formed  originally as a fraternal benefit society under
the laws of Kansas and  commenced  business  February 22, 1892,  became a mutual
life  insurance  company  under its  present  name on January 2, 1950.  Its home
office is 700 Harrison Street, Topeka, Kansas 66636-0001. SBL is licensed in the
District of Columbia, and in all states except New York.

VARIFLEX

     Variflex was established by SBL as a separate  account on January 31, 1984,
and  is  registered  with  the  Securities  and  Exchange  Commission  as a unit
investment trust under the Investment Company Act of 1940 (the "Act").  Variflex
is designed to provide the funding for  Variable  Annuities.  Under  Kansas law,
regulation  of SBL by the  Commissioner  of  Insurance  includes  regulation  of
Variflex.  The  insurance  laws of Kansas under which  Variflex was  established
provide that the assets of Variflex  shall not be  chargeable  with  liabilities
arising out of any other  business  which SBL may conduct  (except to the extent
that the assets of Variflex  exceed the  reserves and other  liabilities  of the
separate  account).  Accordingly,  Variflex  Contracts  provide that the income,
gains and losses from the assets allocated to Variflex, whether or not realized,
are credited to or charged  against  Variflex  without  regard to other  income,
gains,  or losses of SBL. The assets of Variflex  will thus be held  exclusively
for the benefit of  Contractowners  and  beneficiaries  under the Contracts (and
other  contracts which may be offered in the future under which net premiums are
placed in Variflex and which provide  benefits  varying in  accordance  with the
investment  results of  Variflex)  to the extent  they are  entitled to benefits
based on Variflex.

     Variflex contains eleven Series--Growth Series, Growth-Income Series, Money
Market  Series,  Worldwide  Equity  Series,  High Grade  Income  Series,  Social
Awareness  Series,  Emerging  Growth  Series,  Global  Aggressive  Bond  Series,
Specialized Asset Allocation Series, Managed Asset Allocation Series, and Equity
Income Series.  Amounts  allocated by  Contractowners or Participants to each of
these Series are invested,  respectively, in Series A, B, C, D, E, S, J, K, M, N
and O of SBL Fund (the  "Fund").  Additional  Series may be added to Variflex at
the discretion of SBL.

SBL FUND
   
     The Fund is a diversified,  open-end  management  investment  company.  The
assets  of  the  Fund  are  managed  by   Security   Management   Company,   LLC
(the"Investment  Manager"),  the  investment  adviser  to the  Fund,  under  the
supervision of the Fund's board of directors.
    

     The Fund currently issues its shares in eleven separate  series:  Series A,
Series B,  Series C, Series D, Series E, Series S, Series J, Series K, Series M,
Series N, and Series O  ("Series").  The assets of each Series are held separate
from the  assets of other  Series,  and each  Series  has  different  investment
objectives  and  policies.  As a result,  each  Series  operates  as a  separate
investment  fund.  Each Series of  Variflex  invests  solely in a  corresponding
Series of the Fund.

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

     SERIES  B--Amounts  allocated to the  GROWTH-INCOME  SERIES of Variflex are
invested in Series B. Series B seeks long-term growth of capital, with secondary
emphasis on income,  by  investing  in various  types of  securities,  including
common stocks,  convertible  securities,  preferred  stocks and debt securities.
Series B's  investments in debt  securities may include  securities  rated below
investment grade (commonly referred to as "junk bonds").

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

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

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

     SERIES S--Amounts  allocated to the SOCIAL AWARENESS SERIES of Variflex are
invested in Series S. The  investment  objective  of Series S is to seek capital
appreciation  by investing  in various  types of  securities  which meet certain
social  criteria  established  for  the  Series.  Series  S  will  invest  in  a
diversified portfolio of common stocks, convertible securities, preferred stocks
and debt securities.

     SERIES  J--Amounts  allocated to the EMERGING GROWTH SERIES of Variflex are
invested in Series J. The  investment  objective  of Series J is to seek capital
appreciation through investment in a broadly diversified portfolio of securities

                                       12
<PAGE>

which  may  include  common  stocks,   preferred  stocks,  debt  securities  and
securities convertible into common stocks.

     SERIES  K--Amounts  allocated  to the  GLOBAL  AGGRESSIVE  BOND  SERIES  of
Variflex  are invested in Series K. The  investment  objective of Series K is to
seek high current income and, as a secondary objective,  capital appreciation by
investing in a combination of foreign and domestic high-yield,  lower rated debt
securities (commonly referred to as "junk bonds").

     SERIES  M--Amounts  allocated to the SPECIALIZED ASSET ALLOCATION SERIES of
Variflex  are invested in Series M. The  investment  objective of Series M is to
seek high total return  consisting of capital  appreciation  and current income.
Series M seeks this  objective by following an asset  allocation  strategy  that
contemplates  shifts  among a wide  range of  investment  categories  and market
sectors, including equity and debt securities of domestic and foreign issuers.

     SERIES  N--Amounts  allocated  to the MANAGED  ASSET  ALLOCATION  SERIES of
Variflex  are invested in Series N. The  investment  objective of Series N is to
seek a high  level of total  return  by  investing  primarily  in a  diversified
portfolio of debt and equity securities.

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

   
     The Investment Adviser has engaged Lexington Management  Corporation,  Park
80 West, Plaza Two, Saddle Brook, New Jersey 07663, and MFR Advisors,  Inc., One
Liberty  Plaza,  46th  Floor,  New  York,  New  York  10006 to  provide  certain
investment  advisory  services  to  Series D and K of the Fund.  The  Investment
Adviser  has  engaged T. Rowe Price  Associates,  Inc.,  100 East Pratt  Street,
Baltimore,  Maryland 21202 to provide certain  investment  advisory  services to
Series  N  and  O.  The  Investment  Adviser  has  engaged  Meridian  Investment
Management  Corporation,   12835  East  Arapahoe  Road,  Tower  II,  7th  Floor,
Englewood,  Colorado 80112, to provide certain analytic  research  services with
respect to Series M.
    

               THERE IS NO ASSURANCE THAT ANY OF THESE SERIES WILL
                   ATTAIN THEIR RESPECTIVE STATED OBJECTIVES.

     ADDITIONAL INFORMATION CONCERNING THE INVESTMENT OBJECTIVES AND POLICIES OF
THE SERIES AND THE INVESTMENT  ADVISORY SERVICES AND CHARGES CAN BE FOUND IN THE
CURRENT  PROSPECTUS  FOR THE FUND,  WHICH IS  ATTACHED  TO AND SHOULD BE READ IN
CONJUNCTION  WITH THIS  PROSPECTUS  BEFORE ANY DECISION IS MADE  CONCERNING  THE
ALLOCATION OF PURCHASE PAYMENTS,  SINCE THE INVESTMENT PERFORMANCE OF THE SERIES
WILL AFFECT THE VARIABLE ANNUITY VALUES.

VOTING RIGHTS

     As the  record  owner of the Fund  shares  which  represent  the  assets of
Variflex,  including the Variflex assets  represented by reserves for Annuitants
currently  receiving  Annuity  payments,  SBL will vote at all Fund  shareholder
meetings.  However,  Contractowners  will  have the right to  instruct  SBL with
respect to such  voting.  Each  Contractowner  will  receive  all Fund  periodic
reports and proxy materials and a form with which to give voting instructions. A
Participant  under a group Contract will have no rights with regard to voting or
instructing   SBL  unless  the   Participant's   views  are   solicited  by  the
Contractowner.  It  should be noted  that the  number  of votes  allocable  to a
particular  Contract will gradually decrease as annuity payments are made during
the annuity period.

     In addition, the bylaws of SBL provide that each SBL policyholder,  without
regard to the number of  contracts  owned or the  amount of each such  contract,
shall have the right to cast one vote,  in person or by proxy,  for the election
of directors  of SBL,  and on all other  corporate  matters  brought  before its
policyholders.

SUBSTITUTED SECURITIES

     If shares of the Fund or any Series should become  unavailable for purchase
by Variflex,  or if in the judgment of SBL further  investment in such shares is
no longer  appropriate  in view of the  purposes of  Variflex,  SBL reserves the
right,  subject to any applicable law, to make certain changes  including (i) to
substitute  therefor  shares of another fund or another  Series of the Fund;  or
(ii) net payments  received  after a date specified by SBL may be applied to the
purchase  of shares of such  other  fund or of  another  Series of the Fund.  In
either event,  to the extent  required by the Act, prior approval by a vote of a
majority of the votes to be cast by persons having a voting interest in the Fund
shares held in the  affected  Series  within  Variflex  and the  Securities  and
Exchange Commission shall be obtained.

                               VARIFLEX CONTRACTS

PURPOSE OF THE CONTRACTS

   
     The  Contracts  described  in this  Prospectus  may be issued  for use with
retirement  plans and trusts  qualified under the Internal Revenue Code of 1986,
as amended (the "Code"), for favorable tax treatment ("Qualified Contracts") and
for use  with  plans  and  trusts  which  are not so  qualified  ("Non-Qualified
Contracts").  Retirement  plans  qualified for  favorable tax treatment  include
pension and profit  sharing plans  qualified  under Section 401 or 403(a) of the
Internal  Revenue Code,  annuity  purchase  plans of public  school  systems and
certain tax-exempt  organizations which qualify for tax deferred treatment under
Section 403(b) or 403(c) of the Code, individual retirement plans and individual
retirement  annuities  under  Section 408 of the Code and deferred  compensation
plans  under  Section  457  of the  Code.  See  section  entitled  "Federal  Tax
Matters-Qualified Plans," page 26 for further details.
    

     The basic objective of the Contracts is to provide a Guaranteed or Variable
Annuity or a combination  Guaranteed and Variable  Annuity.  Variable  Annuities

                                       13
<PAGE>

pursuant to the  Contracts  are funded by Variflex.  The objective of a Variable
Annuity  is to  provide  benefits  which  will tend to a greater  degree  than a
Guaranteed Annuity to reflect the changes in the cost of living. There can be no
assurance that this objective will be attained. Annuity payments based on any of
the Series of Variflex are not  guaranteed and entail more risk to the Annuitant
than traditional guaranteed insurance.

     This  Prospectus  generally  describes  only the  variable  aspects  of the
Variflex Contracts,  except where guaranteed aspects are specifically mentioned.
For a discussion of the guaranteed  investment  option and  guaranteed  benefits
available in connection with Variflex  Contracts,  see "The General  Account" on
page 33.

     The terms of the Contracts may only be changed by mutual agreement  between
SBL and each  Contractowner,  except as described in  "Substituted  Securities,"
above,  and except for changes  required to make the  contracts  comply with, or
give  Contractowners  the  benefit  of,  any  law  or  regulation  issued  by  a
governmental agency to which SBL or the Variflex Contracts are subject.

TYPES OF VARIFLEX CONTRACTS

     Different   types  of  the  Contracts  are  offered  by  SBL  through  this
Prospectus. The Contracts vary in the amount and timing of the minimum payments,
and in various other  respects.  The different  types of Contracts are described
below:

     a. SINGLE  PAYMENT  IMMEDIATE  ANNUITY  CONTRACT - This type of contract is
used for an individual  where a single  Purchase  Payment has been  allocated to
provide for life contingent annuity payments to commence immediately.

     b. SINGLE AND INSTALLMENT PAYMENT DEFERRED ANNUITY CONTRACTS - This type of
contract is used for an individual where either a single Purchase Payment (which
may be supplemented with additional payments within thirteen months) or periodic
Purchase Payments will be made to the individual's account with annuity payments
to commence at a later date.

     c. GROUP SINGLE AND INSTALLMENT  PAYMENT  DEFERRED  ANNUITY CONTRACT - This
type  of  contract  may  be  used  when  Purchase  Payments,  either  single  or
installment,  under group plans are to be accumulated  until the retirement date
of each Participant.  Generally, under a Group Allocated Contract, an Individual
Account is established for each Participant for whom payments are being made and
normally  the  benefit  at  retirement  will be  determined  by the value of the
Participant's Individual Account at that time.

     Under a Group  Unallocated  Contract,  the Purchase Payments are applied to
acquire Accumulation Units. However, the Accumulation Units are not allocated to
the individual Participants but are credited to the Contractowner's accumulation
account.  When a Participant  becomes entitled to receive pension payments under
the provisions of the Plan, the appropriate  number of Accumulation Units may be
withdrawn  from the  accumulation  account by the  Contractowner  to provide the
Participant with an annuity.

CONTRACT APPLICATION AND PURCHASE PAYMENTS

     Individuals wishing to purchase a Contract must complete an application and
provide an initial  Purchase  Payment which will be sent to the SBL home office.
If the  application can be accepted in the form received,  the initial  Purchase
Payment will be credited  within two business days after receipt by the SBL home
office. If an incomplete application cannot be completed within five days of its
receipt,  the  applicant  will be  notified of the reasons for the delay and any
payments received will be returned immediately unless the applicant specifically
consents to have SBL retain them pending completion of the application.

     The Contracts set certain  minimum  amounts for the initial and  subsequent
Purchase Payments.  For Qualified Contracts,  the minimum initial and subsequent
payments are $25, except Group  Unallocated  Contracts,  which require a minimum
initial  payment  of $500 and  subsequent  payments  of $25.  For  Non-Qualified
Contracts,  the minimum initial payment is $500 and subsequent  payments must be
at least $25. For Single Payment  Immediate and Single Payment  Deferred Annuity
Contracts, the minimum initial payment is $2,500. The maximum amount of Purchase
Payments under Variflex  Contracts is $1,000,000,  without the prior approval of
SBL.  These  amounts may be changed at the sole  discretion of SBL. In addition,
SBL reserves the right to terminate any individual or Group Contract for certain
specified  reasons,  including  failure of the  Contract  Value to meet  certain
specified  minimums.   (See  "Termination  of  Contract"  in  the  Statement  of
Additional Information for a detailed listing of such circumstances.)

   
     For an Installment Payment Deferred Annuity,  Purchase Payments may be made
at such  intervals as desired,  but are usually  made on an annual,  semiannual,
quarterly or monthly basis. The frequency of Purchase Payments may be changed by
the  Contractowner.  If Purchase Payments cease, they may be resumed at a future
date,  subject to the  Annuity  Commencement  Date  requirements.  The amount of
future Purchase  Payments may be increased or decreased on any date a payment is
submitted.  Submission of a Purchase Payment different from the previous payment
will  automatically  effect an  increase  or  decrease.  The  number of  changes
permitted and the maximum  payments  allowed under the Internal Revenue Code for
Qualified  Plans vary  depending on the type of plan.  For a discussion of those
limitations see "Limits on Purchase Payments Paid Under Tax-Qualified Retirement
Plans" in the Statement of Additional Information.  Failure to comply with those
limitations may subject the Contract to adverse tax treatment.
    

ALLOCATION OF PURCHASE PAYMENTS

     The Purchase  Payments will be allocated to each Series within  Variflex in
accordance  with the written  instructions  

                                       14
<PAGE>

contained in the  application.  The  Contractowner  or  Participant  may by
written  instruction  to the home office  indicate one or more Series to which a
specified portion or portions of the Purchase Payment should be applied,  except
that no allocation is permitted  which would result in less than $25 per payment
being  allocated to any one Series  within  Variflex.  Changes in  allocation of
future  Purchase  Payments (with the same $25 minimum per Series) may be made at
any time by specific  written  instruction  to the home  office or by  telephone
instruction, provided that a properly completed Telephone Transfer Authorization
form is on file with SBL or the Telephone  Transfer  section of the  application
has been completed. (See "Transfer of Contract Value" on page 16.)

CREDITING OF ACCUMULATION UNITS

     During the Accumulation  Period, when a Purchase Payment is received in its
home office,  SBL currently credits the entire payment to the Variflex Contract.
Amounts allocated to Series of Variflex are credited in the form of Accumulation
Units. The number of Accumulation  Units that may be purchased for any Series is
found  by  dividing  the  Purchase  Payment  allocated  to  that  Series  by the
Accumulation  Unit value for that Series  determined at the end of the Valuation
Period in which the Purchase Payment is credited.  The  Accumulation  Unit value
for each Series is  determined  as of 3:00 p.m.  Central time on each  Valuation
Date and on any other day in which  there is a  sufficient  degree of trading in
the  portfolio  securities  of a Series of the Fund that the  Accumulation  Unit
value of an applicable Series of Variflex might be materially affected.

     The value of an Accumulation Unit in each Series is expected to increase or
decrease,  reflecting the investment  experience of the corresponding  Series of
the underlying  Fund less any deductions for charges or taxes.  The Statement of
Additional  Information  contains a detailed description of how the Accumulation
Units are valued.

DOLLAR COST AVERAGING OPTION

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

     A Dollar Cost  Averaging  Request form is available  upon  request.  On the
form,  the  Contractowner  must  designate  whether a  specific  dollar  amount,
percentage of Contract Value or earnings only are to be transferred,  the Series
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 SBL has  received a Dollar Cost  Averaging  Request in proper form at
its home office,  SBL will transfer Contract Value in amounts  designated by the
Contractowner  from the Series from which transfers are to be made to the Series
chosen by the  Contractowner.  The minimum amount that may be transferred to any
one Series is $25.  Each  transfer  will be effected on the monthly or quarterly
anniversary,  whichever corresponds to the period selected by the Contractowner,
of the date of receipt at SBL's home office of a Dollar Cost  Averaging  Request
in proper form,  until the total amount elected has been  transferred,  or until
Contract  Value in the Series from which  transfers are made has been  depleted.
Amounts periodically  transferred under this option are not currently subject to
any transfer charges.

     A  Contractowner  may instruct  SBL at any time to terminate  the option by
written request to SBL's home office.  In that event,  the Contract Value in the
Series from which transfers were being made that has not been  transferred  will
remain  in that  Series  unless  the  Contractowner  instructs  otherwise.  If a
Contractowner  wishes to continue  transferring on a dollar cost averaging basis
after the expiration of the applicable period, the total amount elected has been
transferred, or the Series 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 SBL's home  office.  SBL may  discontinue,  modify,  or suspend  the
Dollar Cost Averaging Option at any time.

     Contract  Value may also be dollar  cost  averaged  to or from the  General
Account,  provided  that such  transfers  do not  violate  the  restrictions  on
transfers as described in "The General Account," page 33.

ASSET REALLOCATION OPTION

     SBL currently offers an option under which Contractowners  authorize SBL to
automatically   transfer  their  Contract  Value  each  quarter  to  maintain  a
particular   percentage   allocation   among  the  Series  as  selected  by  the
Contractowner.  The Contract Value allocated to each Series will grow or decline
in  value  at  different  rates  during  the  quarter,  and  Asset  Reallocation
automatically  reallocates  the Contract Value in the Series each quarter to the
allocation  selected by the  Contractowner.  Asset  Reallocation  is intended to
transfer  Contract Value from those Series that 

                                       15
<PAGE>

have  increased in value to those Series that have declined in value.  Over
time, this method of investing may help a  Contractowner  buy low and sell high.
This  investment  method does not guarantee  profits,  nor does it assure that a
Contractowner will not have losses.

     To elect the Asset Reallocation  Option, an Asset  Reallocation  Request in
proper form must be received by SBL at its home  office.  An Asset  Reallocation
Request form is available  upon request.  On the form,  the  Contractowner  must
indicate the applicable Series and the percentage of Contract Value which should
be allocated to each of the applicable Series each quarter ("Asset  Reallocation
Program").  If the Asset  Reallocation  Option is elected,  all  Contract  Value
invested in the Series must be included in the Asset Reallocation Program.

     This option will result in the transfer of Contract Value to one or more of
the  Series on the date of SBL's  receipt of the Asset  Reallocation  Request in
proper form and each quarterly anniversary of that date thereafter.  The amounts
transferred will be credited at the Accumulation Unit value as of the end of the
Valuation  Dates on which  the  transfers  are  effected.  Amounts  periodically
transferred under this option are not currently subject to any transfer charges.

     A  Contractowner  may instruct SBL at any time to terminate  this option by
written request to SBL's home office.  In that event,  the Contract Value in the
Series that has not been transferred  will remain in those Series  regardless of
the percentage  allocation unless the Contractowner  instructs  otherwise.  If a
Contractowner  wishes to continue Asset Reallocation after it has been canceled,
a new Asset  Reallocation  Request form must be completed and sent to SBL's home
office.  SBL may  discontinue,  modify,  or suspend,  and  reserves the right to
charge a fee for the Asset  Reallocation  Option at any time. Asset Reallocation
is not available for Group Unallocated Contracts.

     Contract Value invested in the General Account may be included in the Asset
Reallocation  Program,  provided that transfers from the General  Account do not
violate the  restrictions  on transfers  as described in "The General  Account,"
page 33.

TRANSFER OF CONTRACT VALUE

     During the Accumulation  Period, the Contractowner or Participant may elect
by  written  notice to the SBL home  office to  transfer  all or any part of the
Contract  Value invested in a particular  Variflex  Series to any other Variflex
Series.  Such  transfers  (and changes to an existing  Dollar Cost  Averaging or
Asset  Reallocation  Option) may be made by  telephone  if a properly  completed
Telephone  Transfer  Authorization  form,  which may be obtained from SBL, is on
file with SBL or the  Telephone  Transfer  section of the  application  has been
completed.  SBL reserves the right to deny any telephone  transfer request.  SBL
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone  are  genuine  and may be liable for any losses due to  fraudulent  or
unauthorized  instructions  if it fails to  comply  with its  procedures.  SBL`s
procedures  require that any person requesting a telephone  transfer provide the
account and contract number and the owner`s tax  identification  number and such
instructions  must be  received on a recorded  line.  Neither SBL nor any of its
affiliates  will be liable for any claim,  loss or  expense  resulting  from any
alleged  error or mistake in  connection  with a  telephone  transfer  which was
authorized  by the  Contractowner,  or by  anyone  else  who  purports  to  give
instructions  on his  or  her  behalf,  provided  that  SBL  complied  with  its
procedures.  The frequency of transfers  generally is not limited,  although SBL
reserves  the right to limit them as to any  individual,  or in the  future,  in
general,  to not more than once every 30 days. Such transfers are currently made
without charge. The telephone  transfer privilege may be suspended,  modified or
discontinued  at any time  without  notice.  SBL's policy  concerning  telephone
transfers may require a Contractowner who authorizes telephone transfers to bear
the risk of loss from a fraudulent or  unauthorized  telephone  transfer.  For a
discussion of transfers after the Annuity  Commencement Date, see "Allocation of
Benefits" on page 24.

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each Series of Variflex and in the General Account,  including amounts set aside
in the General Account to secure loans.

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

DETERMINATION OF CONTRACT VALUE

     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Series to which Contract Value has been
allocated,  payment of Purchase Payments, the amount of any outstanding Contract
Debt,  partial  withdrawals,  and the charges  assessed in  connection  with the
Contract.  The amounts allocated to the Series will be invested in shares of the
corresponding  Series of the SBL Fund. The investment  performance of the Series
will  reflect  increases  or  decreases  in the net asset value per share of the
corresponding Series of SBL Fund and any dividends or distributions  declared by
such Series.

     Assets  in the  Series  are  divided  into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Series.  When a  Contractowner  allocates  Purchase  Payments to a
Series,  the  Contract  is  credited  with  Accumulation  Units.  The  number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated  to the  particular  Series  by the  Accumulation  Unit  value for the
particular  Series at the end of the  Valuation  Period  in which  the  Purchase

                                       16
<PAGE>

Payment is credited.  In addition,  other transactions  including loans, full or
partial  withdrawals,  transfers,  and assessment of certain charges against the
Contract  affect the number of  Accumulation  Units credited to a Contract.  The
number of units credited or debited in connection  with any such  transaction is
determined by dividing the dollar amount of such  transaction  by the unit value
of the affected Series. The Accumulation Unit value of each Series 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 Series and
charges against the Series.

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

CONTRACTOWNER INQUIRIES

     Contractowner  inquiries  and  Purchase  Payments  should be  addressed  to
Security  Benefit Life  Insurance  Company at its home office,  P.O. Box 750497,
Topeka, Kansas 66675-0497,  or made by calling (913) 295-3112 or (800) 888-2461,
extension 3112.

                             CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

     No  deduction  for a sales  charge is made from the  Purchase  Payments for
Variflex  Contracts.  However,  except as set forth below, a contingent deferred
sales  charge  (which may also be referred to as a  withdrawal  charge),  may be
assessed  by SBL on a full or  partial  withdrawal  from the  Contracts,  to the
extent the amount  withdrawn is attributable to Purchase  Payments made.  During
the first Contract Year, the withdrawal  charge applies against the total amount
withdrawn  attributable  to total  Purchase  Payments  made.  Each Contract Year
thereafter,  a withdrawal  charge will not be assessed upon the first withdrawal
in the Contract Year of up to 10 percent of the Contract  Value,  as of the date
of the withdrawal  (the "Free  Withdrawal  Right").  All or any part of the Free
Withdrawal  Right  for that  Contract  Year  that is not  applied  to the  first
withdrawal is forfeited.  The free withdrawal is not available to Contractowners
receiving "systematic withdrawals" as discussed under "Systematic  Withdrawals,"
page 20.

     The  Free  Withdrawal  Right  for  certain  Contracts  funding   charitable
remainder  trusts is available  immediately  and allows free  withdrawals to the
extent that such  withdrawals  do not in any Contract  Year exceed 10 percent of
the Contract  Value on the date of the first  withdrawal in that Contract  Year.
For Group Unallocated Contracts, after the first Contract Year the Contractowner
shall be allowed one free  withdrawal  per calendar  month.  (Any partial  month
immediately following a Contract Year anniversary shall be treated as a calendar
month for this purpose.) The free withdrawal for such Contracts  applies only to
the first withdrawal in any calendar month. In any Contract Year, the total free
withdrawals  from Group  Unallocated  Contracts  cannot exceed 10 percent of the
Contract Value as of the beginning of such Contract Year. All or any part of the
free withdrawal for a month that is not applied to the first  withdrawal in that
month is  forfeited  and once the 10 percent  level  described  in the  previous
sentence is met, the right to any further monthly free  withdrawals is forfeited
for the remainder of the Contract Year.

     For purposes of determining  the withdrawal  charge,  a withdrawal  will be
attributed  first to Purchase  Payments and then will be attributed to earnings,
even if the  Contractowner  elects to redeem  amounts  allocated  to an  Account
(including the General Account) other than an Account to which Purchase Payments
were  allocated.  The amount of the charge will depend upon the Contract Year in
which the withdrawal is made.

     The  applicable   withdrawal  charge  for  the  Contracts  except  Variflex
Contracts-401(k) and 408(k), is as follows,  based on the Contract Year in which
the withdrawal is made:

          Contract Year of             Withdrawal

             WITHDRAWAL                  CHARGE
             ----------                  ------
                  1                         8
                  2                         7
                  3                         6
                  4                         5
                  5                         4
                  6                         3
                  7                         2
                  8                         1
             9 and after                    0

                                       17
<PAGE>

     For Variflex  Contracts-401(k) and 408(k), the following withdrawal charges
apply:

          Contract Year of             Withdrawal

             WITHDRAWAL                  CHARGE
             ----------                  ------
                  1                         8
                  2                         8
                  3                         8
                  4                         8
                  5                         7
                  6                         6
                  7                         5
                  8                         4
             9 and after                    0

     In no event will the  amount of any  withdrawal  charge,  when added to any
such charge previously  assessed against any amount withdrawn from the Contract,
exceed 8 percent of the Purchase Payments paid under a Contract. In addition, no
charge will be imposed (1) upon payment of the death benefit under the Contract;
(2) upon annuity  payments under Annuity  Options 1, 2, 3, 4 or any similar life
contingent payment option that is mutually agreed upon between the Contractowner
and SBL; (3) upon withdrawals that qualify for the hospital/nursing home waiver,
discussed  below;  or (4) upon certain  systematic  withdrawals.  The contingent
deferred  sales  charge  will  be  deducted,  to  the  extent  applicable,  from
withdrawals  and annuity  payments  under  Annuity  Options 5, 6, 7, 8 and other
non-life  contingent  payment  options,  unless annuity  payments  extend over a
period of at least five years and are made in substantially equal amounts.

   
     The  contingent  deferred sales charge will be paid to SBL for its services
and expenses  relating to the sales of the Contracts,  including  commissions to
sales personnel,  the costs of preparing sales literature and other  promotional
activity.  SBL anticipates it will pay the selling broker-dealer or any national
banks that sell Variflex a sales commission or fee of not more than 6 percent of
all Purchase Payments.  In addition,  under certain  circumstances,  SBL may pay
certain  broker-dealers  persistency bonuses which will take into account, among
other things,  the length of time and the amount of Purchase Payments held under
Variflex Contracts  invested in certain Series of Variflex.  A persistency bonus
is not  anticipated to exceed .25 percent,  on an annual basis,  of the Contract
Values  considered in connection  with the bonus. If total  contingent  deferred
sales charges  realized are not  sufficient  to pay sales  expenses for Variflex
Contracts  in any one year or in  total,  SBL will pay the  difference  from its
general account assets,  including amounts derived indirectly from the Actuarial
Risk Fee. SBL  anticipates  sales  expenses will be greater than the  contingent
deferred sales charge.
    

HOSPITAL/NURSING HOME WAIVER

     SBL will waive the withdrawal charge on any full or partial withdrawal upon
the Contractowner's  request for such a waiver, provided that the Contractowner:
(1) has been confined to a "hospital" or "qualified  skilled  nursing  facility"
for at least 90 consecutive days prior to the date of the withdrawal;  (2) is so
confined when SBL receives the  withdrawal  request;  and (3) became so confined
after the date the Contract was issued. (See the "Glossary of Terms" on page 4.)
Any  request for the  hospital/nursing  home  waiver  must be  accompanied  by a
properly  completed  claim  form  which may be  obtained  from SBL and a written
physician's  statement  acceptable to SBL certifying that such  confinement is a
medical necessity and is due to illness or infirmity.  SBL reserves the right to
have the  Contractowner  examined  by a physician  of SBL's  choice and at SBL's
expense to determine if the  Contractowner is eligible for the  hospital/nursing
home waiver. The hospital/nursing home waiver is not available in certain states
pending department of insurance approval. If the waiver is later approved by the
insurance department of a state, SBL intends to make the waiver available to all
Contractowners  in that state at that time,  but there can be no assurance  that
the waiver will be approved.  Prospective  contractowners  should  contact their
agent concerning availability of the waiver in their state.

OTHER CHARGES

     (A) ADMINISTRATIVE FEES

     Except as noted  below,  SBL deducts at each  calendar  year-end  from each
individual and Group Contract and from each Participant's  Individual Account an
annual  administrative  fee  ("Administrative  Fee")  of $30 to  cover  expenses
relating to maintenance of the Contract or account.  The  Administrative  Fee is
$30 for all Contracts except the Variflex  Contracts-401(k) and 408(k) for which
the fee is the lesser of 2 percent of Contract  Value  valued as of the calendar
year-end or $30. SBL will waive the  Administrative  Fee during a Contract  Year
for any Contract that has been in force for eight Contract Years or more AND the
Contract  Value of which is  $25,000 or more at  year-end  (or in the event of a
full withdrawal,  on the date of the  withdrawal).  This fee is designed only to
reimburse SBL for the expenses of maintaining the Contracts.  When a Contract is
withdrawn for its full value or where a Contract has been in force for less than
a full calendar year, a pro rata annual  Administrative  Fee will be deducted at
the time of the withdrawal or at year-end.  The  Administrative  Fee is deducted
both during the  Accumulation  Period and after annuity payments have commenced;
however,  no Administrative Fee is charged on life-contingent  Single Stipulated
Payment  Immediate Annuity Contracts or during any payout under Options 1, 2, 3,
4 or similar life-contingent payment options agreed to by SBL. Once the contract
is issued,  the amount of the  Administrative Fee under that Contract may not be
increased by SBL.

                                       18
<PAGE>

     (B) STATE PREMIUM TAXES

     An amount for state premium taxes (which  presently range from 0 percent to
3.5 percent)  customarily  will be deducted when  assessed by a given state.  In
most cases,  if the Contract is to be annuitized,  the dollar amount of any such
tax is  assessed  and  deducted  from the  Contract  Value  at the time  annuity
payments  commence.  In some states,  premium taxes are assessed by the state at
the time  Purchase  Payments are made rather than at the time  annuity  payments
commence.  In such states,  SBL will pay the tax when assessed and will deduct a
pro rata share of the amount of any such tax from any partial withdrawal and any
remaining  amount of tax from the  Contract  Value at the time the  contract  is
surrendered or annuity payments  commence.  SBL, however,  reserves the right to
deduct the premium tax when assessed.

     (C) ACTUARIAL RISK FEE

     SBL assumes a number of risks under the Variflex Contracts.  While Variable
Annuity payments will vary in accordance with the investment  performance of the
selected  Series,  the amount of such payments will not be decreased  because of
adverse mortality  experience of Annuitants as a class or because of an increase
in  actual  expenses  of  SBL  over  the  expense  charges  provided  for in the
Contracts.  SBL assumes the risk that Annuitants as a class may live longer than
expected  (necessitating  a greater  number of annuity  payments)  and that fees
deducted may not prove  sufficient to cover its actual costs.  In assuming these
risks,  SBL agrees to continue annuity  payments under  life-contingent  annuity
options,  determined in accordance with the annuity tables and other  provisions
of the Variflex Contracts,  to the Annuitant or other payee for as long as he or
she may live. In addition,  SBL is at risk for the death benefits  payable under
the  Variflex  Contracts,  to the  extent  that the death  benefit in such cases
exceeds the Contract Value.

   
     For SBL's contractual  promise to accept these risks, an Actuarial Risk Fee
will be assessed daily against Variflex based on the value of its net assets, at
an annual  rate of 1.2  percent.  This fee is assessed  during the  Accumulation
Period and the Annuity Period against  life-contingent  and  non-life-contingent
options,  even though certain of the covered risks are not present in the latter
case. SBL may ultimately  realize a profit from this fee to the extent it is not
needed to cover  mortality and  administrative  expenses,  but SBL may realize a
loss to the extent  the fee is not  sufficient.  SBL may use any profit  derived
from this fee for any lawful purpose, including distribution expenses.
    

     (D) CHARGES FOR TAXES

   
     Charges may be made  against  Variflex  only as may be  appropriate  in the
future to reimburse SBL for the amount of any tax  liability  (state or federal)
paid or reserved by SBL which results from the maintenance of Variflex. SBL does
not currently expect that there will be any charge for such taxes.  (See "Charge
for SBL Taxes," page 26.)
    

SEQUENTIAL DEDUCTION OF FEES

     When annual  Administrative Fees are deducted from the value of a Contract,
they shall be deducted from the  Contractowner's  Contract Value in the Variflex
Series in the following  order:  Money Market Series,  High Grade Income Series,
Global  Aggressive  Bond Series,  Growth-Income  Series,  Equity Income  Series,
Managed Asset Allocation  Series,  Specialized Asset Allocation  Series,  Growth
Series,  Worldwide Equity Series,  Social Awareness Series,  and Emerging Growth
Series,  and then from the General  Account.  The value in each Variflex  Series
will be depleted before the next Series is charged. This sequence is designed to
charge first those  account  assets which are more liquid or tend to  experience
less capital fluctuation.

VARIATIONS IN CHARGES

     SBL may reduce or waive the amount of the contingent  deferred sales charge
and administrative  charge for a Contract where the expenses associated with the
sale of the Contract or the administrative and maintenance costs associated with
the Contract are reduced for reasons such as the amount of the initial  Purchase
Payment,  the amounts of projected  Purchase  Payments,  or that the Contract is
sold in connection with a group or sponsored arrangement. SBL may also reduce or
waive  the  contingent  deferred  sales  charge  and  administrative  charge  on
Contracts sold to directors,  officers and bona fide full-time  employees of SBL
and its affiliated  companies;  the spouses,  grandparents,  parents,  children,
grandchildren  and siblings of such directors,  officers and employees and their
spouses;  and  salespersons  (and  their  spouses  and minor  children)  who are
licensed with SBL to sell variable annuities.

     SBL will only reduce or waive such charges where expenses  associated  with
the  sale  of the  Contract  or the  costs  associated  with  administering  and
maintaining the Contract are reduced. Additional information about reductions in
charges is contained in the Statement of Additional Information.

                        DISTRIBUTIONS UNDER THE CONTRACT

ACCUMULATION PERIOD

FULL AND PARTIAL WITHDRAWALS

     To the extent  permitted  by the Plan under the terms of which the Contract
was  purchased,   any  Contract  or  Participant's  Individual  Account  may  be
withdrawn, in full or partially,  during the Accumulation Period, subject to the
limitations  discussed herein. If any partial  withdrawal  exceeds 90 percent of
the then current  Contract  Value of a  Participant's  Individual  Account or an
individual  Contract,  the then  current  full value may be paid and the account
shall be closed or the Contract canceled,  respectively. A 

                                       19
<PAGE>

request for a partial  withdrawal under a Contract should specify the allocation
of that withdrawal,  as applicable,  from the General Account and each Series of
Variflex.   In  the  absence  of  specification,   SBL  will,   without  further
instruction,  take the amounts needed to satisfy the withdrawal  from the Series
in the manner set forth in "Sequential Deduction of Fees," above.

   
     The proceeds  received upon a full withdrawal will be equal to the Contract
Value as of the end of the  Valuation  Period  during which a proper  withdrawal
request is received by SBL at its home office,  less any pro rata Administrative
Fee, any  applicable  contingent  deferred  sales  charge,  and any  outstanding
Contract Debt. To the extent possible,  upon a partial  withdrawal,  any charges
will  be  deducted  from  the  value   remaining  in  the  Contract   after  the
Contractowner has received the amount requested.
    

     Upon  receipt  of an  application  for a partial  or full  withdrawal  of a
Contract or account signed by the  Contractowner,  the  applicable  Accumulation
Unit value will be that determined as of the end of the Valuation  Period that a
proper written request is received in SBL's home office.

     A full or partial  withdrawal  may subject a  Contractowner  to adverse tax
consequences,  including  the 10  percent  penalty  tax that may be  imposed  on
withdrawals  made  prior  to  the  Contractowner  attaining  age 59  1/2.  For a
discussion  of  the  tax  consequences  of  withdrawals,   see  "Constraints  on
Distributions  from Certain  Section  403(b)  Annuity  Contracts" on page 23 and
"Federal Tax Matters" on page 26.

     Payment of any withdrawal will be made in cash as soon as practicable,  but
in no event  later than seven  days  after a request is  received  in SBL's home
office,  subject to  postponement  (i) for any period  during which the New York
Stock  Exchange is closed other than customary  weekend and holiday  closings or
when trading on such exchange is restricted, (ii) for any period during which an
emergency  exists as a result of which disposal by Variflex of securities  owned
by it is not  reasonably  practicable or it is not  reasonably  practicable  for
Variflex  fairly to  determine  the value of its net  assets,  or (iii) for such
other periods as the Securities and Exchange  Commission may by order permit for
the protection of Contractowners  and Participants.  The Securities and Exchange
Commission shall, by rules and regulations, determine the conditions under which
trading shall be deemed to be  restricted,  and an emergency  shall be deemed to
exist.

     Except as  specified  with  respect to  partial  withdrawals  exceeding  90
percent,  no partial withdrawal will directly affect future requirements to make
Purchase  Payments or the maturity  date of the  Contract or account.  Contracts
have other provisions which encourage the Contractowner to continue the Contract
in times of emergency,  including the right to discontinue Purchase Payments for
such periods as may be  permitted by the Plan and to resume  payments at a later
date without penalty.

SYSTEMATIC WITHDRAWALS

     SBL currently  offers a feature under which  systematic  withdrawals may be
elected.  Under this  feature,  a  Contractowner  may elect,  before the Annuity
Commencement Date, to receive  systematic  withdrawals that are not subject to a
contingent  deferred  sales  charge by sending a properly  completed  Systematic
Withdrawal Request form to SBL. Systematic withdrawals are available immediately
from VIVA Contracts and generally are available  from other  Variflex  Contracts
beginning 37 months after the date that the initial Purchase Payment is credited
to the Contract. Systematic withdrawals are available, however, during the first
37 months of a Contract,  provided that Contract Value is $40,000 or more at the
time the systematic withdrawal request is received by SBL.

     A Contractowner  may request that  systematic  withdrawals be made monthly,
quarterly,  semiannually, or annually (1) in a fixed amount not to exceed in any
Contract Year an amount equal to 10 percent of Contract  Value as of the date of
the first systematic withdrawal under the current request; (2) in Level Payments
calculated  by SBL subject to the 10 percent limit  described in (1) above;  (3)
for a specified  period of at least five years for Variflex  Contracts that have
been in force 37 months or more,  10 years for other  Variflex  Contracts and 15
years for VIVA Contracts; (4) of all earnings in the Contract; or (5) calculated
according to age recalculation which is described under "Optional Annuity Forms"
on page 25.

     Each  systematic  withdrawal  must  be at  least  $25.  Upon  payment  of a
systematic withdrawal,  the Contractowner's Contract Value will be reduced by an
amount equal to the payment  proceeds plus any applicable  premium taxes and, if
withdrawals  exceed  the  amounts  described  in  (1)  through  (5)  above,  any
applicable  contingent  deferred sales charges.  Any systematic  withdrawal that
equals or exceeds the Contract Value will be treated as a full  withdrawal.  The
Contract  will  automatically  terminate if a systematic  withdrawal  causes the
Contract Value to equal zero.

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated to the Contractowner's Contract Value in
the Variflex Series and the General Account as instructed by the  Contractowner.
If no instructions are provided,  SBL will make systematic  withdrawals from the
Variflex Series and the General Account in the order set forth under "Sequential
Deduction of Fees," on page 19.

     The Free Withdrawal  Right discussed under "Charges and Deductions" on page
17 is not available while a Contractowner  is receiving  systematic  withdrawals
and systematic  withdrawals in excess of the amounts described above are subject
to any  applicable  contingent  deferred  sales  charges.  Upon  termination  of
systematic  withdrawals,  the Free  Withdrawal  Right will be  available  in the
Contract Year following  termination.  Systematic  withdrawals may be 

                                       20
<PAGE>

terminated upon proper written request by the Contractowner received by SBL
at least 30 days in advance of the requested date of termination.

     The tax  consequences of systematic  withdrawals,  including the 10 percent
penalty tax that may be imposed on withdrawals made prior to the Owner attaining
age 59  1/2,  should  be  carefully  considered.  For a  discussion  of the  tax
consequences of withdrawals,  see  "Constraints  on  Distributions  from Certain
Section 403(b)  Annuity  Contracts" on page 23 and "Federal Tax Matters" on page
26. SBL may, at any time, discontinue, modify or suspend systematic withdrawals.

FREE-LOOK RIGHT

     A Contractowner may return a Contract within the Free-Look Period, which is
generally  a  ten-day  period  beginning  when the  Contractowner  receives  the
Contract. The returned Contract will then be deemed void and SBL will refund any
Purchase  Payments  allocated to the General  Account plus the Contract Value in
the Variflex Series plus any charges deducted from the Series and premium taxes,
if any. SBL will refund  Purchase  Payments  allocated to the Series rather than
Contract Value in those states that require it to do so.

DEATH BENEFIT DURING ACCUMULATION PERIOD

     If the Annuitant under a Variflex Contract,  other than a Group Unallocated
Contract,  dies during the Accumulation  Period,  SBL will pay the death benefit
proceeds to the beneficiary  upon receipt of due proof of the Annuitant's  death
and instructions regarding payment. The death benefit proceeds will be the death
benefit  reduced by any outstanding  Contract Debt and any  uncollected  premium
taxes. If the Annuitant dies during the  Accumulation  Period and the age of the
Annuitant  was 75 or  younger  on the  Contract  Date,  the  amount of the death
benefit  will be the  greatest  of: (1) the sum of all  Purchase  Payments  made
reduced by any partial withdrawals; (2) the Contract Value on the date due proof
of death and  instructions  regarding  payment  are  received by SBL at its home
office;  or (3) the stepped-up  death benefit.  The stepped-up death benefit is:
(a) the largest Contract Value on any Contract anniversary that is both an exact
multiple of six and occurs prior to the Annuitant  reaching age 76, plus (b) any
Purchase Payments received since the applicable Contract  anniversary,  less (c)
any  reductions  caused by partial  withdrawals  since the  applicable  Contract
anniversary. For Contracts in effect for six Contract Years or more as of May 1,
1991, the Contract Value on the Contract anniversary  immediately  preceding May
1, 1991,  will be used as the sixth  Contract  anniversary  in  determining  the
stepped-up death benefit.

     If the  Annuitant  dies during the  Accumulation  Period and the age of the
Annuitant  was 76 or  greater  on the  Contract  Date,  the  amount of the death
benefit  will be the  greater  of:  (1) the sum of all  Purchase  Payments  made
reduced by any partial  withdrawals;  or (2) the Contract  Value on the date due
proof of death and  instructions  regarding  payment are  received by SBL at its
home office.

     Notwithstanding  the foregoing,  the death benefit for Contracts  issued in
Florida is as follows.  If the Annuitant was 75 or younger on the date of death,
the  death  benefit  is the  greatest  of (1) or (2)  above  or (3) the  largest
Contract  Value on any Contract  anniversary  that is an exact  multiple of six,
less any partial withdrawals since that anniversary.  If the Annuitant was 76 or
older on the date of death,  the death benefit is the Contract Value on the date
due proof of death and  instructions  regarding  payment are received,  less any
applicable  withdrawal  charges.  SBL currently  waives any  withdrawal  charges
applicable to the death benefit.

     In lieu of  payment  in one lump  sum,  an  individual  Contractowner  or a
Participant under a Group Allocated Contract may elect that the death benefit be
applied under any one of the optional annuity forms described on page 25. If the
Contractowner or Participant did not make such an election,  the beneficiary may
do so. The person selecting the optional  annuity  settlement may also designate
contingent  beneficiaries  to receive any further  amounts due, should the first
beneficiary die before completion of the specified payments. The manner in which
annuity  payments to the  beneficiary  are determined and in which they may vary
from month to month are described under "Annuity Period," on page 24.

     The death benefit under a Group Unallocated  Contract will be an amount not
greater than that under the provisions of the Plan to be paid in the case of the
death of the Participant.  The death benefit for a Participant cannot exceed the
present value of the current  accrued  portion of the pension benefit payable at
the normal  retirement date under the Plan for the  Participant.  If the Plan is
being funded by more than one method and/or contract,  the maximum death benefit
payable  under a Variflex  Contract  will be  reduced.  In this case of multiple
funding,  the maximum  death  benefit will be reduced by  multiplying  it by the
following ratio of "a" divided by "b" where:

     a.  is the total value under the Variflex Contract.

     b.   is the total of the  contract  values  and/or funds  accumulated  
          under all funding methods and/or contracts.

The  Contractowner  must provide the  information to calculate the death benefit
before it will be paid and the death  benefit  amount  will be paid as a partial
surrender under the Group  Unallocated  Contract.  The partial surrender will be
paid without  imposition of a contingent  deferred  sales charge and will not be
considered as a free withdrawal.

     For  Non-Qualified  Contracts,  the death benefit  described herein will be
paid in the event of the death of the  Annuitant  OR  CONTRACTOWNER  to meet the
requirements  of Section 72(s) of the Internal  Revenue Code.  The amount of the
death benefit in the event of the Contractowner's death 

                                       21
<PAGE>

will  be  based  on the  age of the  Contractowner  on the  Contract  Date.  For
Non-Qualified  Contracts,  if the surviving spouse of the deceased Contractowner
is the sole beneficiary, such spouse may elect to continue the Contract in force
until the earliest of the surviving  spouse's death or the Annuity  Commencement
Date or receive the death benefit  proceeds.  For any  beneficiary  other than a
surviving  spouse,  only those  options may be chosen that  provide for complete
distribution of the  Contractowner's  interest in the Contract within five years
of the death of the Owner. If the  beneficiary is a natural person,  that person
alternatively  can elect to begin receiving  annuity payments within one year of
the  Contractowner's  death over a period not extending beyond the beneficiary's
life or life  expectancy.  The beneficiary of the death benefit payable upon the
death of the  Contractowner  prior to maturity is the same  beneficiary  as that
designated  for the  Annuitant's  death benefit,  unless another  beneficiary is
designated.

LOANS AVAILABLE FROM CERTAIN QUALIFIED CONTRACTS

   
     The Contractowner of a Contract issued in connection with a retirement plan
that is qualified  under Section 401 or 403(b) of the Internal  Revenue Code may
borrow money from SBL using his or her Contract  Value as the only  security for
the loan by  submitting a written  request to SBL. A loan may be taken while the
Owner is living and prior to the Annuity  Commencement  Date.  SBL has developed
and plans to  install  new loan  processing  procedures  before the end of 1997,
subject to state insurance  department  approvals.  Described below are the loan
procedures  which are currently in effect.  This is followed by a description of
how loans will be administered after implementation of the new procedures.
    

     The minimum loan that may be taken is $1,000. For Contracts with a Contract
Value of $20,000 or less,  the maximum loan that can be taken is the amount that
produces a loan balance immediately after the loan that is the lesser of $10,000
or 75 percent of the Contract  Value.  For Contracts  with  Contract  Value over
$20,000,  the maximum loan that can be taken is the amount that  produces a loan
balance  immediately after the loan that is the lesser of (1) $50,000 reduced by
the excess of (a) the highest  outstanding  loan balance within the preceding 12
month  period  ending on the day  before  the date the loan is made over (b) the
outstanding  loan  balance on the date the loan is made or (2) 50 percent of the
Contract  Value.  Reference  should  be  made  to the  terms  of the  particular
Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner takes a loan, Contract Value is transferred
from the Variflex  Series to the General  Account in an amount equal to the loan
amount into an account  called the Loan Account.  Amounts  allocated to the Loan
Account earn  interest at the rate of 3.5 percent,  the minimum rate of interest
guaranteed under the General Account. In addition, Contract Value is transferred
from the Variflex  Series to the General  Account in an amount equal to the loan
amount for loans from  Contracts with Contract Value of $20,000 or more or in an
amount equal to 1/3 of the loan amount for loans from  Contracts  with  Contract
Value of less than  $20,000.  This  Contract  Value  earns the  current  rate of
interest paid by SBL on General Account assets and is security for the loan.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the effective date of any loan. The loan interest rate will be 5.5 percent.
Because the Contract  Value  maintained in the Loan Account will always be equal
in amount to the outstanding loan balance, the net cost of a loan is 2 percent.

     Loans must be repaid within five years and before the Annuity  Commencement
Date,  unless SBL determines  that the loan is to be used to acquire a principal
residence  for the Owner,  in which case the loan must be repaid within 30 years
and before the Annuity  Commencement Date. Loan repayments must be made at least
quarterly.  Loans that are not repaid  within the required  time periods will be
subject to taxation as distributions from the Contract.  Loans may be prepaid at
any time.  Upon  receipt  of a loan  payment,  Security  Benefit  will  transfer
Contract  Value from the Loan Account to the General  Account  and/or the Series
according to the Contractowner's  current  instructions with respect to Purchase
Payments  in an amount  equal to the  amount by which the  payment  reduces  the
amount of the loan  outstanding.  If a loan payment is not received  when due, a
partial  withdrawal  equal  to the  repayment  amount  due  and  any  applicable
withdrawal  charge will be made from the Contract and paid to Security  Benefit.
The portion of the partial  withdrawal equal to the unpaid principal due will be
deducted  from the  Contract  Value  serving  as  security  for the loan and the
portion equal to interest due will be deducted from other Contract Value.

   
     Outlined  below is a description  of how loans will be  administered  after
implementation  of the new  procedures.  The  minimum  loan that may be taken is
$1,000.  The maximum loan that can be taken is generally equal to the lesser of:
(1) $50,000 reduced by the excess of: (a) the highest  outstanding  loan balance
within the preceding  12-month period ending on the day before the date the loan
is made; over (b) the outstanding  loan balance on the date the loan is made; or
(2) 50 percent of the Contract Value or $10,000,  whichever is greater. However,
an amount may not be borrowed which exceeds the annuity's  total value minus the
amount needed as security for the loan as described  below. The Internal Revenue
Code requires  aggregation  of all loans made to an individual  employee under a
single  employer  plan.  However,   since  SBL  has  no  information  concerning
outstanding loans with other providers,  we will only use information  available
under annuity  contracts issued by us. In addition,  reference should be made to
the terms of the particular Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner  takes a loan,  Contract Value in an amount
equal to the loan amount is  transferred  from the  Variflex  Series  and/or the
General  Account into an
    

                                       22
<PAGE>

   
account called the "Loan Account." In addition,  10 percent of the loaned amount
will be held in the General Account as security for the loan.  Amounts allocated
to the Loan Account earn 3.5  percent,  the minimum rate of interest  guaranteed
under  the  General  Account.  Amounts  acting as  security  for the loan in the
General Account will earn the current rate of interest.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the  effective  date of any  loan.  The  loan  interest  rate  will be 5.50
percent.  Because the Contract Value  maintained in the Loan Account will always
be equal in amount to the outstanding loan balance,  the net cost of a loan is 2
percent.

     Loans must be repaid within five years, unless SBL determines that the loan
is to be used to acquire a principal  residence of the Owner,  in which case the
loan  must be  repaid  within  30  years.  Loan  payments  must be made at least
quarterly and may be prepaid at any time.  Upon receipt of a loan  payment,  SBL
will transfer Contract Value from the Loan Account to the General Account and/or
the Series according to the Contractowner's current instructions with respect to
Purchase  Payments in an amount equal to the amount by which the payment reduces
the amount of the loan  outstanding.  The amount held as  security  for the loan
will also be reduced by each loan payment so that the security is again equal to
10 percent of the outstanding loan balance immediately after the loan payment is
made. However,  amounts which are no longer needed as security for the loan will
not  automatically  be allocated back among the General Account and/or Series in
accordance with the Contractowner's Purchase Payment instructions.

     If any required  loan  payment is not made,  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans  with a  quarterly  repayment  schedule,  the TOTAL  OUTSTANDING  LOAN
BALANCE will be deemed to be in default,  and the entire loan balance,  with any
accrued  interest,  will be reported as income to the  Internal  Revenue  Series
("IRS").  Once a loan has gone into default,  regularly  scheduled payments will
not be  accepted,  and no new loans will be allowed  while a loan is in default.
Interest  will  continue to accrue on a loan in default and if such  interest is
not paid by  December  31st of each  year,  it will be added to the  outstanding
balance of the loan and will be reported to the IRS. Contract Value equal to the
amount of the accrued  interest will be  transferred  to the Loan Account.  If a
loan continues to be in default,  the total outstanding balance will be deducted
from Contract Value upon the  Contractowner's  attained age 59 1/2. The Contract
will be  automatically  terminated if the outstanding  loan balance on a loan in
default equals or exceeds the amount for which the Contract may be  surrendered,
plus any withdrawal charge. The proceeds from the Contract will be used to repay
the debt and any  applicable  withdrawal  charge.  Because  of the  adverse  tax
consequences  associated  with  defaulting  on a loan,  a  Contractowner  should
carefully  consider his or her ability to repay the loan and should consult with
a tax advisor before requesting a loan.
    

     The  partial  withdrawal  may be subject  to  taxation  as a  distribution.
Contractowners should consult with their tax advisers before requesting a loan.

     While the amount to secure the loan is held in the General  Account and the
amount of the  outstanding  loan balance is held in the Loan Account,  the Owner
forgoes the investment experience of the Series and the current rate of interest
on the Loan  Account.  Outstanding  Contract  Debt  will  reduce  the  amount of
proceeds paid upon full withdrawal or upon payment of the death benefit.

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

     The foregoing  discussion of Contract loans is general and does not address
the tax consequences resulting from all situations in which a person may receive
a Contract  loan. For plans that are subject to the Employee  Retirement  Income
Security Act ("ERISA"),  loans may not be available or may be subject to certain
restrictions.  A competent tax adviser  should be consulted  before  obtaining a
Contract loan.

CONSTRAINTS ON DISTRIBUTIONS FROM CERTAIN SECTION 403(B) ANNUITY CONTRACTS

     The Internal  Revenue Code imposes  restrictions  on certain  distributions
from tax-sheltered annuity contracts meeting the requirements of Section 403(b).
Section  403(b) of the Code permits  public  school  employees  and employees of
certain types of charitable,  educational and scientific organizations specified
in Section  501(c)(3) of the Code to purchase annuity  contracts and, subject to
certain  limitations,  exclude the amount of purchase payments from gross income
for tax purposes.  Section  403(b)(11)  requires that distributions from Section
403(b) annuities that are attributable to employee  contributions under a salary
reduction  agreement  not begin before the employee (i) reaches age 59 1/2, (ii)
separates  from  service,  (iii)  dies,  (iv)  becomes  disabled or (v) incurs a
hardship.  SBL reserves the right to require  satisfactory  written proof of the
events in items (i) through  (v) prior to any  distribution  from the  Contract.
Furthermore,  distributions of income attributable to such contributions may not
be made on account of hardship. Hardship, for this purpose, is generally defined
as an immediate and heavy financial  need, such as for paying medical  expenses,
the purchase of a principal  residence,  or paying certain tuition  expenses.  A
Participant  in a  Variflex  Contract  purchased  as a  Section  403(b)  annuity
contract will not,  therefore,  be entitled to exercise the right of withdrawal,
including systematic withdrawals,  as described in this Prospectus,  in order to
receive  amounts  attributable  to  elective   contributions  credited  to  such
Participant  after  December  31,  1988  under the  Contract  unless  one of the
foregoing conditions has been satisfied. A Participant's value in a Contract may
be able to be transferred to certain other investment  alternatives  meeting the
requirements  of Section

                                       23
<PAGE>


   
403(b) that are available under an employer's Section 403(b) arrangement.

ANNUITY PERIOD
    

ANNUITY PROVISIONS

     Life-contingent  Variable  Annuity  payments are determined on the basis of
(a) the  mortality  table (1983 Table a) specified  in the contract  (except for
single  payment  immediate  contracts  which  contain no  tables,  but for which
annuity rates are available upon request) which  generally  reflects the age and
sex of the Variable  Annuitant and the type of annuity payment option  selected,
and (b) the investment performance of Variflex.

     Pursuant to the U.S. Supreme Court decision in Arizona Governing  Committee
for Tax Deferral Annuity and Deferred  Compensation Plans v. Norris,  which held
that an  employer  subject  to Title VI of the Civil  Rights Act of 1964 may not
offer its employees the option of receiving  retirement  benefits  calculated on
the basis of sex,  Variflex  Contracts for Participants in such Plans will offer
retirement benefits calculated only on a unisex basis. To the extent that future
legislation  expands  requirements  for unisex rates,  Variflex  Contracts  will
conform to such requirements.

ELECTION OF ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

     (A) NON-QUALIFIED CONTRACTS

     The date on which annuity  payments are to begin and the form of option are
elected in the  application.  A Contract may not be  purchased  after age 80 and
annuity  payments  must begin no later than age 90,  except  that for  Contracts
purchased on or before June 1, 1986,  payments  must begin no later than age 85.
If no such  elections are made,  SBL reserves the right to  automatically  begin
payments  at age 65 (or if age at  purchase  was  over 55,  then 10 years  after
issue)  under Option 2 set out below,  with 120 monthly  payments  certain.  The
Annuity  Commencement Date of individual and Group Allocated Contracts cannot be
less than 37 months  after the date the first  contribution  is  credited to the
Contract, except for Single Stipulated Payment Immediate Annuity Contracts.

     (B) QUALIFIED CONTRACTS

     For Qualified Contracts,  the Annuity Commencement Date cannot be less than
37 months  after the date the first  contribution  is credited to the  contract,
except for Single Payment Immediate Annuity Contracts.

     Contracts  purchased in accordance with Plans  qualifying under Section 401
or 403(a) of the Internal  Revenue Code provide for annuity payments to begin on
the date and under  the  annuity  options  provided  for in the Plan.  Contracts
qualifying  under Section 408 of the Code provide that annuity  payments may not
commence without penalty until after the Participant  attains age 59 1/2, but no
later than age 70 1/2, and that the optional  annuity form selected must conform
to the distribution requirements of Section 408.

     For  contracts  qualifying  under Section  403(b) of the Code,  the date on
which  annuity  payments  are to begin and the form of option are elected in the
application.  The  option  may be any one of  Options 1 through 5 or Option 8 as
shown  below  (provided  that  distributions  under the option  comply  with the
minimum  distribution rules of the Code), and the Annuity Commencement Date must
be no later than that allowed by law.  Distributions  from 403(b) contracts must
generally begin by the April 1 following the year in which the Annuitant reaches
age 70 1/2.

     For Contracts  qualifying under Section 403(c) or 457 of the Code, the date
on which  annuity  payments are to begin and the form of option are provided for
in the Plan  agreement.  Changes in such  election  of option may be made at any
time up to 30 days  prior to the date on which  annuity  payments  are to begin.
Payments under a Contract  qualifying  under Section 457 of the Code must comply
with minimum  distribution  rules generally  applicable to qualified  retirement
plans.

     If no election of an Annuity  Commencement  Date is made,  SBL reserves the
right to automatically  begin payments at age 65 (or if age at purchase was over
55,  then 10 years  after  issue)  under  Option  2, with 120  monthly  payments
certain.

ALLOCATION OF BENEFITS

     For the  Annuity  Period,  if no  election  is made  to the  contrary,  the
Accumulation Units of each Series in Variflex (held on the Annuity  Commencement
Date) will be  changed  into  Variable  Annuity  Units and  applied to provide a
Variable Annuity based on that Series.

     In lieu of this automatic allocation of annuity benefits, the Contractowner
or Participant may elect to convert his or her  Accumulation  Units to any other
Series in  Variflex.  After  the  Annuity  Commencement  Date,  further  changes
affecting the account allocation may be made only once each calendar year except
for contracts  receiving  payments pursuant to annuity options 5, 6, 7 or 8, the
allocation  of which may be changed as  described  under  "Transfer  of Contract
Value" on page 16.  Each  Contractowner  or  Participant  may  convert  Variable
Annuity  Units of one Series into Variable  Annuity  Units of another  Series as
discussed  above  at any time  other  than the  five-day  interval  prior to and
including any annuity payment date.

     No  election  may be made for any  individual  unless such  election  would
produce  a  periodic  payment  of at  least  $25  to  that  individual  and if a
combination  benefit is elected,  no election may be made unless the  guaranteed
and variable payments would each be at least $25.

                                       24
<PAGE>

OPTIONAL ANNUITY FORMS

     The following  optional  annuity forms are  available.  Individual  factual
situations or Plan provisions may vary, however, and special rules not discussed
herein may control.

   
     OPTION  1 -- LIFE  INCOME  --  Monthly  payments  will be made  during  the
lifetime of the Annuitant  with payments  ceasing upon death,  regardless of the
number of payments received.  There is no minimum number of payments  guaranteed
under this  option  and it is  possible  for an  Annuitant  to receive  only one
annuity payment if the  Annuitant's  death occurred prior to the due date of the
second annuity  payment,  or only two if death occurred prior to the due date of
the third annuity payment, etc.
    

     OPTION 2 -- LIFE INCOME WITH GUARANTEED  PAYMENTS OF 5, 10, 15, OR 20 YEARS
- -- Monthly  payments  will be made  during the  lifetime of the  Annuitant  with
payments  made for a stated  period of not less than 5, 10, 15, or 20 years,  as
elected.  If, at the death of the  Annuitant,  payments  have been made for less
than the stated period,  annuity payments will be continued during the remainder
of such period to the beneficiary.

     OPTION 3 -- UNIT REFUND LIFE INCOME -- Monthly payments will be made during
the lifetime of the Annuitant. If, at the death of the Annuitant,  payments have
been made for less than the number of months  determined  by dividing the amount
applied  under this Option by the first monthly  payment,  the remainder of such
payments  will  continue  to the  beneficiary.  The Option  guarantees  that the
annuity  units but not  necessarily  the dollar value  applied  under a variable
payout will be repaid to the Annuitant or his or her beneficiary.

     OPTION 4 -- JOINT AND  SURVIVOR  ANNUITY -- Monthly  payments  will be made
during the lifetime of the Annuitant and another named  Annuitant and thereafter
during the lifetime of the  survivor,  ceasing  upon the death of the  survivor.
There is no minimum  number of payments  guaranteed  under this option and it is
possible for only one annuity  payment to be made if both  Annuitants  under the
Option  died prior to the due date of the second  annuity  payment,  or only two
payments if both died prior to the third annuity payment due date, etc.

     OPTION 5 --  INSTALLMENT  PAYMENTS FOR A FIXED  PERIOD -- Monthly  payments
will be made for a specified number of years. The amount of each payment will be
determined  by  multiplying  (a) the  Accumulation  Unit  Value  for the day the
payment is made,  times (b) the result of  dividing  the number of  Accumulation
Units applied under this Option by the number of remaining monthly payments.  If
at the  death of the  Annuitant,  payments  have  been  made  for less  than the
specified  number of years,  the remaining  unpaid  payments will be paid to the
beneficiary.

     OPTION 6 --  INSTALLMENT  PAYMENTS  FOR A FIXED  AMOUNT  --  Equal  monthly
payments will be made until the amount applied, adjusted daily by the investment
results, is exhausted. The final payment will be the amount remaining with SBL.

     OPTION 7 --  DEPOSIT  OPTION -- The amount  due under the  Contract  on the
Maturity  Date may be left on  deposit  with SBL for  placement  in its  General
Account with interest at the rate of not less than 2 percent per year.  Interest
will be paid  annually,  semiannually,  quarterly  or monthly as  elected.  This
option may not be available under certain Qualified Contracts.

     OPTION 8 -- IRC AGE  RECALCULATION  -- Monthly  payments will be made until
the amount applied to this Option,  adjusted daily by the investment results, is
exhausted.  The amount of monthly  payments  will be based upon the  Annuitant's
life expectancy,  or the joint life expectancies of the Annuitant and his or her
beneficiary,  at the Annuitant's attained age (and the beneficiary's attained or
adjusted  age, if  applicable)  each year as computed by  reference to actuarial
tables prescribed by the Treasury Secretary.

     The contingent  deferred sales charge,  where applicable,  will be deducted
from annuity  payments  under Annuity  Options 5, 6, 7 and 8 and other  non-life
contingent  payment  options  mutually  agreed  to with  SBL,  except  that  the
contingent  deferred  sales charge is waived if annuity  payments  extend over a
period of at least 5 years and are made in substantially equal amounts.

     OTHER ANNUITY  FORMS -- Provision  may be made for annuity  payments in any
reasonable  arrangement  mutually  agreed upon.

   
     If the beneficiary dies while receiving payments certain under Option 2, 3,
5, 6 or 8 above,  the  present  value may be paid in a lump sum to the estate of
the beneficiary.
    

VALUE OF VARIABLE ANNUITY PAYMENTS:
ASSUMED INVESTMENT RATES

     The annuity  tables in the Contract which are used to calculate the annuity
payments are based on an "assumed investment rate" of 3.5 percent. If the actual
investment  performance of the particular  Series  selected is such that the net
investment  return to Variflex is 3.5  percent per annum,  payments  will remain
constant.  If the net investment  return exceeds 3.5 percent,  the payments will
increase and if the return is less than 3.5 percent,  the payments will decline.
Use of a higher  investment rate assumption  would mean a higher initial payment
but a more slowly rising series of subsequent  payments in a rising market (or a
more rapidly  falling series of subsequent  payments in a declining  market).  A
lower assumption would have the opposite effect.  Generally, one might expect an
equity investment to experience more significant market fluctuations than a debt
investment,  and a  longer  term  debt  investment  to  experience  more  market
fluctuation  than a shorter term debt  investment.  Thus,  while there can be no
certainty,   more  fluctuation  might  be  expected  in  the  value  of  Growth,
Growth-Income,  Worldwide  Equity,  Social  Awareness,  Emerging Growth,  Global
Aggressive Bond,  Equity Income,  Specialized Asset 

                                       25
<PAGE>

Allocation  and Managed Asset  Allocation  Series.  The High Grade Income Series
should  experience a lesser amount of  fluctuation,  and the Money Market Series
should experience the least fluctuation.

     The payment amount will be greater for shorter  guaranteed periods than for
longer  guaranteed  periods,  and greater for life  annuities than for joint and
survivor  annuities,  because the life  annuities  are expected to be made for a
shorter period.

     At the election of the  Contractowner,  where state law  permits,  a Single
Payment Immediate Annuity Contract with annuity payments commencing  immediately
may provide annuity benefits based on an assumed  investment rate other than 3.5
percent.  The annuity rates for Single Payment  Immediate  Annuity Contracts are
available upon request from the home office.

     The method of computing the Variable  Annuity  payment is described in more
detail in the Statement of Additional Information.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

     Plans for  participants  in the Texas Optional  Retirement  Program contain
restrictions  required under the Texas  Education Code. In accordance with those
restrictions,  a  participant  in  such a Plan  will  not be  permitted  to make
withdrawals  prior to such  participant's  retirement,  death or  termination of
employment in a Texas public institution of higher education.

                               FEDERAL TAX MATTERS

   
INTRODUCTION

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

TAX STATUS OF SBL AND THE SEPARATE ACCOUNT

GENERAL

     SBL  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 SBL, SBL 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 SBL TAXES

     A  charge  may be made  for any  federal  taxes  incurred  by SBL  that are
attributable  to the Separate  Account,  the Subaccounts or to the operations of
SBL with respect to the  Contracts or  attributable  to payments,  premiums,  or
acquisition costs under the Contracts.  SBL will review the question of a charge
to the Separate  Account,  the  Subaccounts  or the  Contracts for SBL's federal
taxes  periodically.  Charges may become necessary if, among other reasons,  the
tax treatment of SBL or of income and expenses under the Contracts is ultimately
determined to be other than what SBL  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 SBL's tax status.

DIVERSIFICATION STANDARDS

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

                                       26
<PAGE>

   
generally are treated as one investment but obligations of the U.S. Treasury and
each U.S.  Governmental  agency or  instrumentality  generally  are  treated  as
securities  of  separate  issuers.  The  Separate  Account,  through the Series,
intends to comply with the diversification requirements of Section 817(h).

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

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

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

     Section 72 of the Code governs the  taxation of  annuities.  In general,  a
Contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  28 and  "Diversification
Standards" on page 26.  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 SBL of that election.

     1.  Surrenders or Withdrawals Prior to the Annuity Start Date

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

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

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

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

     3.  Penalty Tax on Certain Surrenders and Withdrawals

     With  respect to  amounts  withdrawn  or  distributed  before the  taxpayer
reaches age 59 1/2, a penalty tax is imposed  equal to 10 percent of the portion
of such amount which is includable in gross income.  However, the penalty tax is
not applicable to  withdrawals:  (i) made on or after the 
    

                                       27
<PAGE>

   
death of the owner (or  where the owner is not an  individual,  the death of the
"primary  annuitant,"  who is defined as the individual the events in whose life
are of primary importance in affecting the timing and amount of the payout under
the Contract);  (ii)  attributable to the taxpayer's  becoming  totally disabled
within the meaning of Code Section 72(m)(7); (iii) which are part of a series of
substantially  equal periodic  payments (not less frequently than annually) made
for the life (or life expectancy) of the taxpayer,  or the joint lives (or joint
life expectancies) of the taxpayer and his or her beneficiary; (iv) from certain
qualified  plans; (v) under a so-called  qualified  funding asset (as defined in
Code Section 130(d));  (vi) under an immediate annuity contract;  or (vii) which
are purchased by an employer on termination of certain types of qualified  plans
and which are held by the employer until the employee separates from service.

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

ADDITIONAL CONSIDERATIONS

     1.  Distribution-at-Death Rules

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

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

     2.  Gift of Annuity Contracts

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

     3.  Contracts Owned by Non-Natural Persons

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

     4.  Multiple Contract Rule

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

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

     5.  Possible Tax Changes

     In recent years,  legislation  has been proposed that would have  adversely
modified the federal taxation of
    

                                       28
<PAGE>

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

     6.  Transfers, Assignments or Exchanges of a Contract

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

QUALIFIED PLANS

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

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

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

     1.  Section 401

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

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

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

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

     If an employee dies before reaching his or her required beginning date, the
employee's entire interest in the plan 
    

                                       29
<PAGE>

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

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

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

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

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

     Distributions  from a retirement  plan qualified under Code Section 401 may
be eligible for a tax-free rollover to either another qualified  retirement plan
or to an individual retirement account or annuity (IRA). See "Rollovers" on page
32.

     2.  Section 403(b)

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

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

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

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

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

     Distributions  from a Section 403(b) annuity contract may be eligible for a
tax-free  rollover to either another  Section  403(b) annuity  contract or to an
individual retirement account or annuity (IRA). See "Rollovers" on page 32.

     3.  Section 408

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

     IRAs are subject to limitations on the amount that may be contributed,  the
persons who may be eligible and on the time when  distributions  must  commence.
Depending upon the circumstances of the individual,  contributions to an IRA may
be made on a deductible or  non-deductible  basis.  IRAs may not be transferred,
sold,  assigned,  discounted  or  
    

                                       30
<PAGE>

   
pledged as collateral for a loan or other obligation.  The annual premium for an
IRA may not be fixed and may not exceed $2,000 (except in the case of a rollover
contribution).  Any refund of premium  must be applied to the  payment of future
premiums or the purchase of additional benefits.

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

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

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

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

     SIMPLE INDIVIDUAL RETIREMENT  ANNUITIES.  The Small Business Job Protection
Act of 1996 created a new retirement plan, the Savings  Incentive Match Plan for
Employees of Small Employers  (SIMPLE plans).  Depending upon the type of SIMPLE
plan,  employers may deposit the plan  contributions into a single trust or into
SIMPLE  Individual  Retirement  Annuities  ("SIMPLE  IRA")  established  by each
participant.

     Information on eligibility to participate in an employer's SIMPLE Plan will
be included in the summary description of the plan furnished to the participants
by their employer.  Contributions  to a SIMPLE IRA may be either salary deferral
contributions or employer  contributions.  On a pre-tax basis,  participants may
elect  to  contribute   (through  salary   deferrals)  up  to  $6,000  of  their
compensation to a SIMPLE IRA. In addition, employers are required to make either
(1) a dollar-for-dollar  matching contribution or (2) a nonelective contribution
to their  account  each year.  Finally,  participants  may roll over or transfer
contributions to their SIMPLE IRA from another SIMPLE IRA.

     In general,  SIMPLE IRAs are subject to minimum  distribution  requirements
similar to those  applicable to retirement  plans qualified under Section 401 of
the Code; however,  the required beginning date for SIMPLE IRAs is generally the
date that the Contractowner reaches age 70 1/2 -- the Contractowner's retirement
date  will not  affect  his or her  required  beginning  date.  Amounts  used to
purchase  SIMPLE IRAs  generally are  excludable  from the taxable income of the
participant.  As a result,  all  distributions  from such annuities are normally
taxable in full as ordinary income to the participant.

     Distributions  from a SIMPLE IRA may be eligible for a tax-free rollover or
transfer to another SIMPLE IRA.  However,  a  distribution  from a SIMPLE IRA is
NEVER  eligible  to be rolled over to a  retirement  plan  qualified  under Code
Section 401(a) or a Section 403(b) annuity contract.

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

     4.  Section 457

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

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

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

                                       31
<PAGE>

   
     5.  Rollovers

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

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

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

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

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

     6.  Tax Penalties

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

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

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

     EXCESS DISTRIBUTION  ACCUMULATION TAX. If the aggregate  distributions from
all Qualified Plans (other than Section 457 plans) with respect to an individual
in a calendar  year exceed the greater of (i)  $150,000,  or (ii)  $112,500,  as
indexed  for  inflation  ($160,000  for  1997),  a penalty  tax of 15 percent is
generally imposed (in addition to any ordinary income tax) on the excess portion
of the  distribution.  In  addition,  a 15 percent tax is imposed on the "excess
retirement  accumulations" of an individual whose aggregate  retirement benefits
exceed the value of a hypothetical life annuity determined as of the date of his
or her death. The 15 percent excise tax on excess  distributions  will not apply
to withdrawals during calendar years 1997, 1998 and 1999.

     7.  Withholding

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

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

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

                                       32
<PAGE>

   
competent  tax  adviser,  with regard to the  suitability  of the Contract as an
investment vehicle for the Qualified Plan.
    

                          DISTRIBUTOR OF THE CONTRACTS

     Subject to arrangements with SBL, the Contracts will be sold by independent
broker/dealers  who  are  members  of the  National  Association  of  Securities
Dealers,  Inc.  and who become  licensed  to sell life  insurance  and  variable
annuities for SBL, and by national banks. Variflex Contracts may also be sold by
individuals  who in addition to being licensed as agents for SBL, are associated
persons of Security  Distributors,  Inc., which is registered as a broker/dealer
under the Securities Exchange Act of 1934.

PERFORMANCE INFORMATION

     Performance   information   for  the  Series  of  Variflex  may  appear  in
advertisements,  sales  literature or reports to  Contractowners  or prospective
purchasers.  All Series except the Money Market  Series may  advertise  "average
annual total  return" and "total  return." The Money Market Series may advertise
"yield" and  "effective  yield." Each of these figures is based upon  historical
results and is not necessarily  representative of the future  performance of the
Series.

     Average annual total return and total return calculations  measure both the
net  income  generated  by,  and  the  effect  of  any  realized  or  unrealized
appreciation or depreciation  of, the investments  underlying the Series for the
designated period.  Average annual total return will be quoted for periods of 1,
5 and 10 years  (up to the life of the  Series)  ending  with a recent  calendar
quarter.  Average  annual total return figures are  annualized  and,  therefore,
represent the average annual  percentage change in the value of an investment in
a Series over the designated period. Total return figures are not annualized and
represent the actual  percentage change over the designated  period.  Yield is a
measure of the net dividend and interest income earned over a specific seven-day
period for the Money Market  Series  expressed  as a percentage  of the offering
price of the Series' units. Yield is an annualized  figure,  which means that it
is assumed  that the Series  generates  the same level of net income  over a one
year  period.  The  effective  yield for the Money Market  Series is  calculated
similarly but includes the effect of assumed compounding  calculated under rules
prescribed by the Securities and Exchange  Commission.  The Money Market Series'
effective yield will be slightly  higher than its yield due to this  compounding
effect.

     The  Series'  units  are  sold at  Accumulation  Unit  value.  The  Series'
performance  figures and Accumulation  Unit values will fluctuate.  Units of the
Series are redeemable by an investor at  Accumulation  Unit value,  which may be
more or less than original cost. The  performance  figures include the deduction
of all expenses  and fees,  including a prorated  portion of the  Administrative
Fee,  except  total  return  figures  which  do  not  reflect  deduction  of the
Administrative Fee.  Redemptions within the first eight years after purchase may
be subject to a contingent  deferred sales charge that ranges from 8 percent the
first year to 0 percent  after eight  years.  Yield,  effective  yield and total
return figures do not include the effect of any contingent deferred sales charge
that may be imposed upon the redemption of units, and thus may be higher than if
such charges were  deducted.  Average  annual total return  figures  include the
effect of the  applicable  sales  charge  that may be  imposed at the end of the
designated period.

     Although the Contracts  were not available for purchase until June 8, 1984,
the  underlying  investment  vehicle  of  Variflex,  the SBL  Fund,  has been in
existence  since May 26,  1977.  Performance  information  for Variflex may also
include   quotations  of  total  return  for  periods  beginning  prior  to  the
availability of Variflex  contracts that  incorporate the performance of the SBL
Fund.

     From time to time, performance  information for a Series may be compared to
the Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average or other
unmanaged indices;  other variable annuity separate accounts or other investment
products  tracked by Lipper  Analytical  Services,  Morningstar and the Variable
Annuity Research and Data Service ("VARDS(R)"), widely used independent research
firms that rank variable  annuities  and in the case of Lipper and  Morningstar,
other investment companies by overall performance, and investment objectives, 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 the  Consumer  Price Index  (measure for  inflation).  Additional
information  concerning  the Series'  performance  appears in the  Statement  of
Additional Information.

                               THE GENERAL ACCOUNT

     In addition  to the eleven  Series of  Variflex,  the  Contracts  provide a
General  Account  option for Qualified and  Non-Qualified  Contracts  during the
Accumulation   Period  and  a  Guaranteed   Annuity  Option  for  Qualified  and
Non-Qualified Contracts during the Annuity Period.  Allocations and transfers to
the General  Account  become part of SBL's General  Account,  which supports its
insurance and annuity obligations.

     Interests in the General  Account are not  registered  under the Securities
Act of 1933 ("1933 Act") nor is the General Account  registered as an investment
company  under the  Investment  Company Act of 1940 ("1940  Act").  Accordingly,
neither the General Account nor any interests  therein are generally  subject to
the 1933 and 1940 Acts and SBL has been advised that the staff of the Securities
and Exchange Commission has not reviewed the disclosure in this Prospectus which
relates to the General Account or Guaranteed Annuity.  Disclosures regarding the
General  Account and Guaranteed  Annuities,  however,  may be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

                                       33
<PAGE>

     Amounts  allocated  to the  General  Account for a  Guaranteed  Annuity are
guaranteed  with a fixed rate of interest  declared in advance.  Excess interest
for a period is declared at the  discretion  of SBL.  Pursuant to Qualified  and
Non-Qualified  Contracts,  amounts may be  allocated  to the General  Account in
addition to, or in lieu of,  allocation  to Series of  Variflex,  subject to the
same $25 minimum  allocation  as  applicable  in the case of  Variflex.  Amounts
allocated to the General Account or for a Guaranteed Annuity are also subject to
the annual Administrative Fee. (See "Administrative Fees," page 18).

     Annuity  options  available for Variable  Annuities (see "Optional  Annuity
Forms,"  page 25) are also  available  for  Guaranteed  Annuities as well as for
combined  Variable  and  Guaranteed  Annuities.  With respect to Option 5 (Fixed
Period  Option),   installment  payments  under  Guaranteed  Annuities  will  be
determined by SBL and will reflect an effective yearly interest rate of not less
than 2.5 percent.  Under Option 6 (Fixed  Installment  Option),  interest on any
unpaid  balance  allocated to a Guaranteed  Annuity will be at least 2.5 percent
per year and the last  installment will be the remaining sum left in the General
Account for that Contract or account.  The Annuity Unit value under a Guaranteed
Annuity otherwise remains constant throughout the payout period.

     Any amounts allocated to the General Account during the Accumulation Period
will  automatically  be  allocated  to provide a  Guaranteed  Annuity  unless an
alternative  allocation  to one or more  Series of  Variflex is made at least 30
days prior to the Annuity  Commencement Date. The annual conversion right during
the Annuity Period (see  "Allocation of Benefits," page 24) does not include the
right to convert  Variable  Annuity Units of any Series into Guaranteed  Annuity
Units, nor Guaranteed Annuity Units into any Variable Annuity Unit.

     During  the  Accumulation  Period,  a  Contractowner  or  Participant  in a
Qualified or  Non-Qualified  Contract may elect,  during any Contract  Year,  to
transfer amounts from the General Account to the various Series of Variflex. The
amount which may be transferred  during any Contract Year is the greatest of (1)
$5,000,  (2) 1/3 of the Contract Value in the General Account at the time of the
first  transfer in the Contract  Year,  or (3) 120 percent of the dollar  amount
transferred  from the General  Account in the prior  Contract Year. SBL reserves
the right for a period of time to allow  transfers  from the General  Account in
amounts  that  exceed the  limits  set forth  above  ("Waiver  Period").  In any
Contract Year following  such a Waiver Period,  the total dollar amount that may
be  transferred  from the General  Account is the  greatest  of: (1) above;  (2)
above;  or (3) 120 percent of the lesser of: (i) the dollar  amount  transferred
from the General  Account in the prior Contract Year; or (ii) the maximum dollar
amount  that  would  have been  allowed  in the prior  Contract  Year  under the
transfer provisions above absent the Waiver Period.

     The  frequency  of  transfers  of units  from the  General  Account  is not
currently  limited;  however,  SBL  reserves  the right to limit them to no more
frequently  than once each 30 days.  All of the  Contract  Value of the  General
Account  may be  transferred  at  the  final  conversion  prior  to the  Annuity
Commencement Date.

                       STATEMENT OF ADDITIONAL INFORMATION

     A Statement of  Additional  Information  is available  which  contains more
details concerning the subjects discussed in this Prospectus. The following is a
Table of Contents for that Statement:

                                TABLE OF CONTENTS

                                                                            Page

   
THE CONTRACT..............................................................    1
  Valuation of Accumulation Units.........................................    1
  Computation of Variable Annuity Payments................................    1
  Illustration............................................................    2
  Variations in Charges...................................................    2
  Termination of Contract.................................................    3
  Group Contracts.........................................................    3
PERFORMANCE INFORMATION...................................................    3
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX QUALIFIED RETIREMENT PLANS.....    6
  Section 401.............................................................    6
  Section 403(b)..........................................................    6
  Section 408.............................................................    6
  Section 457.............................................................    7
ASSIGNMENT................................................................    7
DISTRIBUTION OF THE CONTRACTS.............................................    7
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS....................................    7
STATE REGULATION..........................................................    7
RECORDS AND REPORTS.......................................................    7
LEGAL MATTERS.............................................................    8
EXPERTS...................................................................    8
OTHER INFORMATION.........................................................    8
FINANCIAL STATEMENTS......................................................    9
    

                                       34

<PAGE>


   
                                    VARIFLEX
                           VARIABLE ANNUITY CONTRACTS

                                   ISSUED BY--
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                   700 SW HARRISON, TOPEKA, KANSAS 66636-0001

                                 (913) 295-3000
                   THE DATE OF THIS SUPPLEMENT IS MAY 1, 1997

This Supplement  updates certain  information in the Prospectus  dated April 30,
1996, as  supplemented  July 1, 1996, for Variflex  Variable  Annuity  Contracts
offered by Security Benefit Life Insurance Company.  Please read this Supplement
carefully.  You should attach this Supplement to your copy of the Prospectus and
retain  both for  future  reference.  You may obtain an  additional  copy of the
Prospectus, free of charge, by calling 1-800-888-2461, extension 3112.

The "SUMMARY OF EXPENSES," page 5, is updated below:

                               SUMMARY OF EXPENSES

<TABLE>
<S>                                                                                                                             <C>
CONTRACTOWNER TRANSACTION EXPENSES
   Sales Load Imposed on Purchase (as a percentage of Purchase Payments)...................................................       0%
   Contingent Deferred Sales Load
     (as a percentage of Purchase Payments or amount withdrawn, as applicable) (1).........................................       8%
   Surrender Fees (as a percentage of amount surrendered, if applicable)...................................................       0%
   Exchange Fee............................................................................................................      $0

ANNUAL CONTRACT Fee (2)....................................................................................................     $30

SEPARATE ACCOUNT ANNUAL FEE (as a percentage of average account value)
   Mortality and Expense Risk Fees.........................................................................................     1.2%
   Account Fees and Expenses...............................................................................................     0.0%
   Total Separate Account Annual Expenses .................................................................................     1.2%
</TABLE>

SBL FUND ANNUAL EXPENSES (as a percentage of average net assets)

<TABLE>
<CAPTION>
                                                                                       HIGH
                                            GROWTH-       MONEY        WORLDWIDE       GRADE        SOCIAL
                               GROWTH       INCOME        MARKET        EQUITY        INCOME       AWARENESS
                             (SERIES A)    (SERIES B)    (SERIES C)    (SERIES D)    (SERIES E)    (SERIES S)

<S>                             <C>           <C>           <C>           <C>           <C>           <C>
Management Fees
  (after fee waiver)            .75%          .75%          .50%          1.00%         .75%          .75%

Other Expenses (after
  expense reimbursement)        .08%          .09%          .08%           .30%         .08%          .09%
                                ---           ---           ---           ----          ---           ---
Total Annual Expenses(3)        .83%          .84%          .58%          1.30%         .83%          .84%
</TABLE>


<TABLE>
<CAPTION>
                                             GLOBAL      SPECIALIZE      MANAGED
                             EMERGING      AGGRESSIVE      ASSET          ASSET       EQUITY
                              GROWTH          BOND       ALLOCATION    ALLOCATION     INCOME
                             (SERIES J)    (SERIES K)    (SERIES M)    (SERIES N)    (SERIES O)

<S>                             <C>           <C>           <C>           <C>           <C>
Management Fees
  (after fee waiver)            .75%          .00%          1.00%         1.00%         1.00%
Other Expenses (after
  expense reimbursement)        .09%          .84%           .34%          .45%          .58%
                                ---           ---           ----          ----          ----
Total Annual Expenses(3)        .84%          .84%          1.34%         1.45%         1.58%
</TABLE>

(1)  The contingent  deferred sales load is decreased based on the Contract Year
     in which the withdrawal is made from 8% in the first Contract Year to 0% in
     the ninth Contract Year. Variflex  Contracts-401(k)  and 408(k) are subject
     to a  schedule  of  charges  that has a  different  rate of  decline in the
     percentage  than  other  Contracts.   Under  certain   circumstances,   the
     contingent deferred sales load may be reduced or waived,  including certain
     annuity options.

(2)  The annual  Administrative Fee for Variflex  Contracts-401(k) and 408(k) is
     the lesser of 2% of assets valued as of the year end or $30.

(3)  During the fiscal year ended  December 31,  1996,  the  Investment  Manager
     waived the management  fees of Series K and,  during the fiscal year ending
     December 31, 1997, the Investment Manager will waive the management fees of
     Series K; absent such expense waiver,  the management fee of Series K would
     have been .75%. There can be no assurance that the Investment  Manager will
     continue to waive the Series' management fees after December 31, 1997.
- --------------------------------------------------------------------------------
THIS SUPPLEMENT SHOULD BE RETAINED FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------
                                       1
<PAGE>

EXAMPLE:  VARIFLEX CONTRACTS (EXCLUDING VARIFLEX CONTRACTS - 401(K) AND 408(K))
  If you surrender your contract at the end of the applicable time period:

    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
      annual return on assets:

<TABLE>
<CAPTION>
                                                                   1 YEAR           3 YEARS           5 YEARS          10 YEARS
                                                                   ------           -------           -------          --------
<S>                                                                  <C>              <C>               <C>              <C>
   GROWTH SERIES.............................................        102              126               155              248
   GROWTH-INCOME SERIES......................................        102              126               156              249
   MONEY MARKET SERIES.......................................         99              119               143              222
   WORLDWIDE EQUITY SERIES...................................        107              139               179              295
   HIGH GRADE INCOME SERIES..................................        102              126               155              248
   SOCIAL AWARENESS SERIES...................................        102              126               156              249
   EMERGING GROWTH SERIES....................................        102              126               156              249
   GLOBAL AGGRESSIVE BOND SERIES.............................        102              126               156              249
   SPECIALIZED ASSET ALLOCATION SERIES.......................        107              140               181              299
   MANAGED ASSET ALLOCATION SERIES...........................        108              144               186              310
   EQUITY INCOME SERIES......................................        109              147               193              322
</TABLE>

  If you do not surrender your contract:

    You would pay the  following  expenses  on a $1,000  investment,  assuming 5
      annual return on assets:

<TABLE>
<CAPTION>
                                                                   1 YEAR           3 YEARS           5 YEARS          10 YEARS
                                                                   ------           -------           -------          --------
<S>                                                                   <C>              <C>              <C>              <C>
   GROWTH SERIES.............................................         22               67               115              248
   GROWTH-INCOME SERIES......................................         22               68               116              249
   MONEY MARKET SERIES.......................................         19               60               103              222
   WORLDWIDE EQUITY SERIES...................................         27               81               139              295
   HIGH GRADE INCOME SERIES..................................         22               67               115              248
   SOCIAL AWARENESS SERIES...................................         22               68               116              249
   EMERGING GROWTH SERIES....................................         22               68               116              249
   GLOBAL AGGRESSIVE BOND SERIES.............................         22               68               116              249
   SPECIALIZED ASSET ALLOCATION SERIES.......................         27               83               141              299
   MANAGED ASSET ALLOCATION SERIES...........................         28               86               146              310
   EQUITY INCOME SERIES......................................         29               90               153              322
</TABLE>

EXAMPLE:  VARIFLEX  CONTRACTS - 401(K) AND 408(K) (SOLD PRIOR TO MAY 1, 1990)

  If you do not  surrender  your  contract  at the  end of the  applicable  time
    period:

    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
      annual return on assets:

<TABLE>
<CAPTION>
                                                                   1 YEAR           3 YEARS           5 YEARS          10 YEARS
                                                                   ------           -------           -------          --------
<S>                                                                  <C>              <C>               <C>              <C>
   GROWTH SERIES.............................................        102              147               188              254
   GROWTH-INCOME SERIES......................................        103              148               189              255
   MONEY MARKET SERIES.......................................        100              140               176              229
   WORLDWIDE EQUITY SERIES...................................        107              160               212              301
   HIGH GRADE INCOME SERIES..................................        102              147               188              254
   SOCIAL AWARENESS SERIES...................................        103              148               189              255
   EMERGING GROWTH SERIES....................................        103              148               189              255
   GLOBAL AGGRESSIVE BOND SERIES.............................        103              148               189              255
   SPECIALIZED ASSET ALLOCATION SERIES.......................        108              161               214              305
   MANAGED ASSET ALLOCATION SERIES...........................        109              164               219              316
   EQUITY INCOME SERIES......................................        110              168               225              328
</TABLE>

  If you do not surrender your contract:

    You would pay the  following  expenses on a $1,000  investment,  assuming 5%
      annual return on assets:

<TABLE>
<CAPTION>
                                                                   1 YEAR           3 YEARS           5 YEARS          10 YEARS
                                                                   ------           -------           -------          --------
<S>                                                                   <C>              <C>              <C>              <C>
   GROWTH SERIES.............................................         22               69               118              254
   GROWTH-INCOME SERIES......................................         23               69               119              255
   MONEY MARKET SERIES.......................................         20               62               106              229
   WORLDWIDE EQUITY SERIES...................................         27               83               142              301
   HIGH GRADE INCOME SERIES..................................         22               69               118              254
   SOCIAL AWARENESS SERIES...................................         23               69               119              255
   EMERGING GROWTH SERIES....................................         23               69               119              255
   GLOBAL AGGRESSIVE BOND SERIES.............................         23               69               119              255
   SPECIALIZED ASSET ALLOCATION SERIES.......................         28               84               144              305
   MANAGED ASSET ALLOCATION SERIES...........................         29               88               149              316
   EQUITY INCOME SERIES......................................         30               92               156              328
</TABLE>

     The  purpose  of  the  preceding  table  is  to  assist  Contractowners  in
understanding  the various  costs and expenses  that a  Contractowner  will bear
directly  or  indirectly  and,  thus,  the table  reflects  expenses of both the
Variflex separate account and the SBL Fund. The example should not be considered
to be a  representation  of past or future  expenses,  and the example  does not
include the deduction of state premium taxes, which in a number of states may be
assessed. Actual expenses may be greater or lesser than those shown. The example
assumes a 5 percent annual rate of return  pursuant to the  requirements  of the
Securities  and Exchange  Commission.  This  hypothetical  rate of return is not
intended  to be  representative  of  past or  future  performance  of the  Fund.
Pursuant to the  requirements  of the  Securities and Exchange  Commission,  any
annual  contract fee is deducted pro rata from each Series;  however,  under the
contract the annual  Administrative Fee is deducted sequentially from the Series
as specified under "Sequential Deduction of Fees" in this Prospectus. For a more
complete  description  of the various  costs and  expenses of the Fund,  see the
prospectus for SBL Fund.

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

- --------------------------------------------------------------------------------
The  "CONDENSED  FINANCIAL  INFORMATION"  set forth  below has been  updated  to
include financial information for the period ended December 31, 1996:

                         CONDENSED FINANCIAL INFORMATION

     The following condensed financial  information  presents  accumulation unit
values at the  beginning  and end of each period as well as ending  accumulation
units outstanding for Qualified and Non-Qualified Contracts under each Series of
Variflex.

<TABLE>
<CAPTION>
                          1996    1995(d)(e)     1994       1993     1992(c)    1991(a)(b)    1990       1989       1988      1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period      $37.75     $27.94      $28.75     $25.59     $23.30     $17.33     $19.45     $14.59     $13.41    $12.77
  End of period            $45.76     $37.75      $27.94     $28.75     $25.59     $23.30     $17.33     $19.45     $14.59    $13.41
Accumulation units
  outstanding at
  the end of period    10,310,079  9,203,332   7,723,910  6,900,722  6,640,177  5,420,372  4,616,955  3,191,257  3,032,118 3,620,263

GROWTH-INCOME SERIES (SERIES B)
Accumulation unit value:
  Beginning of period      $39.88     $31.03      $32.37     $29.89     $28.47     $20.92     $22.16     $17.46     $14.81    $14.46
  End of period            $46.58     $39.88      $31.03     $32.37     $29.89     $28.47     $20.92     $22.16     $17.46    $14.81
Accumulation units
  outstanding at
  the end of period    15,264,292 14,963,215  14,312,801 13,236,948 11,381,462  8,753,337  6,449,776  4,613,783  3,388,090 2,932,678

MONEY MARKET SERIES (SERIES C)
Accumulation unit
value:
  Beginning of period      $17.59     $16.89      $16.48     $16.26     $15.94     $15.27     $14.33     $13.30     $12.56    $11.94
  End of period            $18.26     $17.59      $16.89     $16.48     $16.26     $15.94     $15.27     $14.33     $13.30    $12.56
Accumulation units
  outstanding at
  the end of period     3,252,140  2,989,809   3,578,026  2,680,809  2,373,251  2,161,924  1,913,734  3,216,085  2,774,046   962,056

WORLDWIDE EQUITY SERIES (SERIES D)
Accumulation unit value:
  Beginning of period      $12.51     $11.42      $11.25    $  8.65      $8.99      $8.07     $10.57     $11.74     $11.33    $12.18
  End of period            $14.51     $12.51      $11.42     $11.25      $8.65      $8.99     $ 8.07     $10.57     $11.74    $11.33
Accumulation units
  outstanding at
  the end of period    11,881,450 10,236,349   9,361,197  5,863,967  2,070,715    917,833    466,703    607,650    633,816   648,066

HIGH GRADE INCOME SERIES (SERIES E)
Accumulation unit value:
  Beginning of period      $22.11     $18.87      $20.52     $18.44     $17.37     $15.04     $14.26     $12.90     $12.17    $12.04
  End of period            $21.69     $22.11      $18.87     $20.52     $18.44     $17.37     $15.04     $14.26     $12.90    $12.17
Accumulation units
  outstanding at
  the end of period     3,673,833  3,912,046   3,891,426  3,731,587  2,912,605  2,255,909  1,673,154  1,403,313  1,037,740 1,013,973

SOCIAL AWARENESS SERIES (SERIES S)
Accumulation unit value:
  Beginning of period      $15.97     $12.65      $13.31     $12.04     $10.47     $10.00        ---        ---        ---       ---
  End of period            $18.75     $15.97      $12.65     $13.31     $12.04     $10.47        ---        ---        ---       ---
Accumulation units
  outstanding at
  the end of period     2,083,090  1,615,845   1,344,063    993,233    513,953    127,699        ---        ---        ---       ---

EMERGING GROWTH SERIES (SERIES J)
Accumulation unit value:
  Beginning of period      $15.46     $13.10      $13.97     $12.44     $10.00        ---        ---        ---        ---       ---
  End of period            $18.03     $15.46      $13.10     $13.97     $12.44        ---        ---        ---        ---       ---
Accumulation units
  outstanding at
  the end of period     5,563,881  4,387,739   3,947,047  2,131,858    455,105       ---        ---        ---         ---       ---
</TABLE>

- --------------------------------------------------------------------------------
                                       3
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(D)(E)    1994       1993      1992(C)   1991(A)(B)    1990       1989        1988       1987
<S>                      <C>         <C>          <C>        <C>        <C>         <C>        <C>        <C>        <C>         <C>
QUALIFIED CONTRACTS

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)
Accumulation unit value:
  Beginning of period     $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period      306,339     129,589      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)
Accumulation unit value:
  Beginning of period     $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $12.01      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period    1,274,106     611,652      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)
Accumulation unit value:
  Beginning of period     $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period      626,179     295,053      ---        ---        ---         ---        ---        ---        ---         ---

EQUITY INCOME SERIES (SERIES O)
Accumulation unit value:
  Beginning of period     $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period           $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at
  the end of period    2,016,966     604,325      ---        ---        ---         ---        ---        ---        ---         ---


                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
NON-QUALIFIED CONTRACTS

GROWTH SERIES (SERIES A)
Accumulation unit value:
  Beginning of period    $37.74      $27.92     $28.74     $25.58     $23.30      $17.32     $19.45     $14.59     $13.41     $12.76
  End of period          $45.74      $37.74     $27.92     $28.74     $25.58      $23.30     $17.32     $19.45     $14.59     $13.41
Accumulation units
  outstanding at the
  end of period       2,575,426   2,306,163  1,578,797  1,483,618  1,766,896   1,328,865    952,806    594,856    493,463    664,251

GROWTH-INCOME SERIES (SERIES B)
Accumulation unit value:
  Beginning of period    $39.84      $31.00     $32.34     $29.87     $28.44      $20.91     $22.16     $17.46     $14.80     $14.45
  End of period          $46.54      $39.84     $31.00     $32.34     $29.87      $28.44     $20.91     $22.16     $17.46     $14.80
Accumulation units
  outstanding at the
  end of period       3,721,884   3,669,299  3,515,364  3,262,600  2,560,986   1,774,534  1,293,121  1,000,815    836,735    801,802

MONEY MARKET SERIES (SERIES C)
Accumulation unit value:
  Beginning of period    $17.59      $16.89     $16.48     $16.26     $15.94      $15.28     $14.32     $13.29     $12.55     $11.94
  End of period          $18.26      $17.59     $16.89     $16.48     $16.26      $15.94     $15.28     $14.32     $13.29     $12.55
Accumulation units
  outstanding at the
  end of period       1,681,230   1,469,153  2,475,349  1,913,212  1,031,855   1,000,378    954,107    846,414    853,615    422,130
</TABLE>
- --------------------------------------------------------------------------------
                                       4
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
NON-QUALIFIED CONTRACTS

WORLDWIDE EQUITY SERIES (SERIES D)
Accumulation unit value:
  Beginning of period    $12.51      $11.42     $11.25    $  8.65      $8.99       $8.07     $10.57     $11.74     $11.33     $12.19
  End of period          $14.51      $12.51     $11.42     $11.25      $8.65       $8.99    $  8.07     $10.57     $11.74     $11.33
Accumulation units
  outstanding at the
  end of period       3,484,411   3,140,486  2,803,304  2,150,932    678,110     279,878    125,010    211,920    214,723    225,118

HIGH GRADE INCOME SERIES (SERIES E)
Accumulation unit value:
  Beginning of period    $22.09      $18.85     $20.50     $18.42     $17.36      $15.02     $14.25     $12.89     $12.17     $12.03
  End of period          $21.67      $22.09     $18.85     $20.50     $18.42      $17.36     $15.02     $14.25     $12.89     $12.17
Accumulation units
  outstanding at the
  end of period       1,377,342   1,325,159  1,392,830  1,290,268    962,775     784,496    582,285    519,624    419,410    420,483

SOCIAL AWARENESS SERIES (SERIES S)
Accumulation unit value:
  Beginning of period    $15.98      $12.66     $13.31     $12.04     $10.47      $10.00      ---        ---        ---         ---
  End of period          $18.75      $15.98     $12.66     $13.31     $12.04      $10.47      ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         746,852     612,235    543,287    389,861    226,145      98,344      ---        ---        ---         ---

EMERGING GROWTH SERIES (SERIES J)
Accumulation unit value:
  Beginning of period    $15.46      $13.09     $13.96     $12.44     $10.00       ---        ---        ---        ---         ---
  End of period          $18.03      $15.46     $13.09     $13.96     $12.44       ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period       1,559,302   1,248,987  1,211,099    610,801     68,338       ---        ---        ---        ---         ---

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)
Accumulation unit value:
  Beginning of period    $10.69      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.69      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         178,818      74,528      ---        ---        ---         ---        ---        ---        ---         ---

SPECIALIZED ASSET ALLOCATION SERIES (SERIES M)
Accumulation unit value:
  Beginning of period    $10.64      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $12.00      $10.64      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         532,893     297,967      ---        ---        ---         ---        ---        ---        ---         ---

MANAGED ASSET ALLOCATION SERIES (SERIES N)
Accumulation unit value:
  Beginning of period   $10.66      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period         $11.87      $10.66      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period        374,276     226,555      ---        ---        ---         ---        ---        ---        ---         ---
</TABLE>
- --------------------------------------------------------------------------------
                                       5
<PAGE>

<TABLE>
<CAPTION>
                           1996    1995(d)(e)    1994       1993      1992(c)   1991(a)(b)    1990       1989        1988       1987
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>
NON-QUALIFIED CONTRACTS

EQUITY INCOME SERIES (SERIES O)
Accumulation unit value:
  Beginning of period    $11.62      $10.00      ---        ---        ---         ---        ---        ---        ---         ---
  End of period          $13.78      $11.62      ---        ---        ---         ---        ---        ---        ---         ---
Accumulation units
  outstanding at the
  end of period         710,206     234,242      ---        ---        ---         ---        ---        ---        ---         ---
</TABLE>

(a)  Social  Awareness  Series of Variflex was first publicly  offered on May 1,
     1991.

(b) Effective May 1, 1991, the investment  objective of Worldwide  Equity Series
    of Variflex was changed from high current income to long-term capital growth
    through  investment in common stocks and equivalents of companies  domiciled
    in foreign countries and the United States.

(c)  Emerging Growth Series of Variflex was first publicly offered on October 1,
     1992.

(d)  Global  Aggressive  Bond,  Specialized  Asset  Allocation,   Managed  Asset
     Allocation and Equity Income Series were first publicly  offered on June 1,
     1995.

(e)  Effective June 1, 1995, the investment objective of Growth-Income Series of
     Variflex was changed from seeking to provide income with secondary emphasis
     on  capital  appreciation  to  seeking  long-term  growth of  capital  with
     secondary emphasis on income.




This  supplement  is  preceded  or  accompanied  by the 1996  Annual  Report  to
Contractowners  which  contains  audited  financial  statements  of the Variflex
separate account for the year ended December 31, 1996.
- --------------------------------------------------------------------------------
                                       6
<PAGE>

The Prospectus is updated by replacing the first and last paragraphs  under "SBL
FUND," page 9, with the following:

         The Fund is a diversified,  open-end management investment company. The
     assets of the Fund are managed by  Security  Management  Company,  LLC (the
     "Investment  Manager"),  the  investment  adviser  to the  Fund,  under the
     supervision of the Fund's board of directors.

         The Investment  Adviser has engaged Lexington  Management  Corporation,
     Park 80 West,  Plaza Two, Saddle Brook, New Jersey 07663, and MFR Advisors,
     Inc.,  One Liberty Plaza,  46th Floor,  New York, New York 10006 to provide
     certain  investment  advisory  services to Series D and K of the Fund.  The
     Investment  Adviser has engaged T. Rowe Price  Associates,  Inc.,  100 East
     Pratt  Street,  Baltimore,  Maryland  21202 to provide  certain  investment
     advisory  services  to Series N and O. The  Investment  Adviser has engaged
     Meridian Investment Management Corporation, 12835 East Arapahoe Road, Tower
     II, 7th Floor,  Englewood,  Colorado  80112,  to provide  certain  analytic
     research services with respect to Series M.

The  description  of Series S under "SBL  FUND,"  page 9, is  replaced  with the
following:

         SERIES S--Amounts  allocated to the SOCIAL AWARENESS SERIES of Variflex
     are invested in Series S. The  investment  objective of Series S is to seek
     capital appreciation by investing in various types of securities which meet
     certain social criteria established for the Series. Series S will invest in
     a diversified portfolio of common stocks, convertible securities, preferred
     stocks and debt securities.

The last paragraph under "CONTINGENT DEFERRED SALES CHARGE" which begins on page
14, is replaced with the following:

         The  contingent  deferred  sales  charge  will  be  paid to SBL for its
     services and  expenses  relating to the sales of the  Contracts,  including
     commissions to sales personnel, the costs of preparing sales literature and
     other  promotional  activity.  SBL  anticipates  it will  pay  the  selling
     broker-dealer  or any national banks that sell Variflex a sales  commission
     or fee of not more than 6 percent of all  Purchase  Payments.  In addition,
     under certain circumstances, SBL may pay certain broker-dealers persistency
     bonuses  which will take into account,  among other  things,  the length of
     time and the amount of  Purchase  Payments  held under  Variflex  Contracts
     invested  in  certain  Series  of  Variflex.  A  persistency  bonus  is not
     anticipated  to exceed .25  percent,  on an annual  basis,  of the Contract
     Values  considered  in  connection  with the  bonus.  If  total  contingent
     deferred  sales charges  realized are not  sufficient to pay sales expenses
     for  Variflex  Contracts  in any one  year or in  total,  SBL  will pay the
     difference  from its general  account  assets,  including  amounts  derived
     indirectly from the Actuarial Risk Fee. SBL anticipates sales expenses will
     be greater than the contingent deferred sales charge.

The last  paragraph  under "(C)  ACTUARIAL RISK FEES," page 15, is replaced with
the following:

         For SBL's contractual  promise to accept these risks, an Actuarial Risk
     Fee will be assessed  daily against  Variflex based on the value of its net
     assets,  at an annual rate of 1.2 percent.  This fee is assessed during the
     Accumulation  Period and the Annuity  Period  against  life-contingent  and
     non-life-contingent  options,  even though certain of the covered risks are
     not present in the latter case.  SBL may  ultimately  realize a profit from
     this  fee  to  the  extent  it  is  not  needed  to  cover   mortality  and
     administrative  expenses,  but SBL may realize a loss to the extent the fee
     is not  sufficient.  SBL may use any profit  derived  from this fee for any
     lawful purpose, including distribution expenses.

The explanation of "LOANS AVAILABLE FROM CERTAIN QUALIFIED  CONTRACTS," page 18,
is replaced with the following:

         The  Contractowner of a Contract issued in connection with a retirement
     plan that is qualified under Section 401 or 403(b) of the Internal  Revenue
     Code may borrow money from SBL using his or her Contract  Value as the only
     security for the loan by submitting a written request to SBL. A loan may be
     taken while the Owner is living and prior to the Annuity Commencement Date.
     SBL has  developed and plans to install new loan  processing  procedures in
     July of 1997, subject to state insurance  department  approvals.  Described
     below  are the loan  procedures  which are  currently  in  effect.  This is
     followed  by  a  description  of  how  loans  will  be  administered  after
     implementation of the new procedures.

         The  minimum  loan that may be taken is $1,000.  For  Contracts  with a
     Contract  Value of $20,000 or less,  the maximum  loan that can be taken is
     the amount that produces a loan balance  immediately after the loan that is
     the lesser of $10,000 or 75 percent of the Contract  Value.  For  Contracts
     with Contract Value over $20,000, the maximum loan that can be taken is the
     amount that produces a loan balance  immediately after the loan that is the
     lesser of (1) $50,000 reduced by the excess of (a) the highest  outstanding
     loan balance  within the preceding 12 month period ending on the day before
     the date the loan is made over (b) the outstanding loan balance on the date
     the loan is made or (2) 50 percent of the Contract Value.  Reference should
     be made to the terms of the  particular  Qualified  Plan for any additional
     loan restrictions.
- --------------------------------------------------------------------------------
                                      7

<PAGE>

         When  an  eligible  Contractowner  takes  a  loan,  Contract  Value  is
     transferred  from the Variflex  Series to the General  Account in an amount
     equal to the loan amount into an account  called the Loan Account.  Amounts
     allocated to the Loan Account earn interest at the rate of 3.5 percent, the
     minimum rate of interest guaranteed under the General Account. In addition,
     Contract  Value is  transferred  from the  Variflex  Series to the  General
     Account in an amount equal to the loan amount for loans from Contracts with
     Contract  Value of $20,000 or more or in an amount equal to 1/3 of the loan
     amount for loans from  Contracts  with Contract Value of less than $20,000.
     This  Contract  Value  earns the current  rate of  interest  paid by SBL on
     General Account assets and is security for the loan.

         Interest  will be  charged  for the loan and  will  accrue  on the loan
     balance from the effective date of any loan. The loan interest rate will be
     5.5 percent. Because the Contract Value maintained in the Loan Account will
     always be equal in amount to the outstanding loan balance,  the net cost of
     a loan is 2 percent.

         Loans  must  be  repaid  within  five  years  and  before  the  Annuity
     Commencement  Date,  unless SBL  determines  that the loan is to be used to
     acquire a principal residence for the Owner, in which case the loan must be
     repaid  within 30 years and  before the  Annuity  Commencement  Date.  Loan
     repayments  must be made at least  quarterly.  Loans  that  are not  repaid
     within  the   required   time  periods  will  be  subject  to  taxation  as
     distributions  from the  Contract.  Loans may be prepaid at any time.  Upon
     receipt of a loan payment,  Security  Benefit will transfer  Contract Value
     from the Loan Account to the General Account and/or the Series according to
     the Contractowner's  current instructions with respect to Purchase Payments
     in an amount equal to the amount by which the payment reduces the amount of
     the loan outstanding. If a loan payment is not received when due, a partial
     withdrawal equal to the repayment amount due and any applicable  withdrawal
     charge will be made from the  Contract  and paid to Security  Benefit.  The
     portion of the partial withdrawal equal to the unpaid principal due will be
     deducted  from the Contract  Value serving as security for the loan and the
     portion equal to interest due will be deducted from other Contract Value.

         Outlined below is a description of how loans will be administered after
     implementation of the new procedures. The minimum loan that may be taken is
     $1,000. The maximum loan that can be taken is generally equal to the lesser
     of: (1) $50,000 reduced by the excess of: (a) the highest  outstanding loan
     balance within the preceding  12-month  period ending on the day before the
     date the loan is made;  over (b) the  outstanding  loan balance on the date
     the loan is made;  or (2) 50  percent  of the  Contract  Value or  $10,000,
     whichever is greater.  However, an amount may not be borrowed which exceeds
     the annuity's  total value minus the amount needed as security for the loan
     as described below.  The Internal Revenue Code requires  aggregation of all
     loans made to an individual employee under a single employer plan. However,
     since  SBL has no  information  concerning  outstanding  loans  with  other
     providers,  we will only use information  available under annuity contracts
     issued by us.  In  addition,  reference  should be made to the terms of the
     particular Qualified Plan for any additional loan restrictions.

         When an  eligible  Contractowner  takes a loan,  Contract  Value  in an
     amount equal to the loan amount is  transferred  from the  Variflex  Series
     and/or the General  Account into an account  called the "Loan  Account." In
     addition,  10  percent  of the loaned  amount  will be held in the  General
     Account as security  for the loan.  Amounts  allocated  to the Loan Account
     earn 3.5 percent, the minimum rate of interest guaranteed under the General
     Account.  Amounts  acting as security  for the loan in the General  Account
     will earn the current rate of interest.

         Interest  will be  charged  for the loan and  will  accrue  on the loan
     balance from the effective date of any loan. The loan interest rate will be
     5.50  percent.  Because the Contract  Value  maintained in the Loan Account
     will always be equal in amount to the  outstanding  loan  balance,  the net
     cost of a loan is 2 percent.

         Loans must be repaid within five years,  unless SBL determines that the
     loan is to be used to acquire a principal  residence of the Owner, in which
     case the loan must be repaid within 30 years. Loan payments must be made at
     least  quarterly  and may be  prepaid at any time.  Upon  receipt of a loan
     payment,  SBL will  transfer  Contract  Value from the Loan  Account to the
     General Account and/or the Series according to the Contractowner's  current
     instructions  with  respect to Purchase  Payments in an amount equal to the
     amount by which the payment reduces the amount of the loan outstanding. The
     amount  held as  security  for the loan will also be  reduced  by each loan
     payment  so  that  the  security  is  again  equal  to 10  percent  of  the
     outstanding  loan  balance  immediately  after  the loan  payment  is made.
     However,  amounts  which are no longer needed as security for the loan will
     not automatically be allocated back among the General Account and/or Series
     in accordance with the Contractowner's Purchase Payment instructions.

         If any  required  loan  payment is not made,  within 30 days of the due
     date for loans with a monthly  repayment  schedule or within 90 days of the
     due  date  for  loans  with  a  quarterly  repayment  schedule,  the  TOTAL
     OUTSTANDING  LOAN BALANCE  will be deemed to be in default,  and the entire
     loan balance, with any accrued interest,  will be reported as income to the
     Internal  Revenue  Series  ("IRS").  Once a loan  has  gone  into  default,
     regularly scheduled payments will not be accepted, and no new loans will be
     allowed  while a loan is in default.  Interest will continue to accrue on a
- --------------------------------------------------------------------------------
                                       8
<PAGE>

     loan in default and if such  interest is not paid by December  31st of each
     year, it will be added to the  outstanding  balance of the loan and will be
     reported  to the IRS.  Contract  Value  equal to the amount of the  accrued
     interest will be transferred to the Loan Account. If a loan continues to be
     in default,  the total  outstanding  balance will be deducted from Contract
     Value upon the  Contractowner's  attained age 59 1/2. The Contract  will be
     automatically  terminated  if the  outstanding  loan  balance  on a loan in
     default  equals  or  exceeds  the  amount  for which  the  Contract  may be
     surrendered,  plus any  withdrawal  charge.  The proceeds from the Contract
     will be used to  repay  the  debt  and any  applicable  withdrawal  charge.
     Because of the adverse tax  consequences  associated  with  defaulting on a
     loan, a Contractowner should carefully consider his or her ability to repay
     the loan and should consult with a tax advisor before requesting a loan.

         The partial  withdrawal  may be subject to taxation as a  distribution.
     Contractowners  should consult with their tax advisers before  requesting a
     loan.

         While the amount to secure the loan is held in the General  Account and
     the amount of the outstanding loan balance is held in the Loan Account, the
     Owner forgoes the investment  experience of the Series and the current rate
     of interest on the Loan Account.  Outstanding Contract Debt will reduce the
     amount of proceeds  paid upon full  withdrawal or upon payment of the death
     benefit.

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

         The  foregoing  discussion  of  Contract  loans is general and does not
     address  the tax  consequences  resulting  from all  situations  in which a
     person may  receive a  Contract  loan.  For plans  that are  subject to the
     Employee  Retirement  Income  Security  Act  ("ERISA"),  loans  may  not be
     available  or may be subject  to  certain  restrictions.  A  competent  tax
     adviser should be consulted before obtaining a Contract loan.

"FEDERAL TAX MATTERS," page 22, is replaced with the following:

     INTRODUCTION

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

     TAX STATUS OF SBL AND THE SEPARATE ACCOUNT

     GENERAL

         SBL  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 SBL, SBL 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 SBL TAXES

         A charge may be made for any  federal  taxes  incurred  by SBL that are
     attributable to the Separate Account,  the Subaccounts or to the operations
     of SBL with respect to the Contracts or attributable to payments, premiums,
     or acquisition costs under the Contracts. SBL will review the question of a
     charge to the Separate Account,  the Subaccounts or the Contracts for SBL's
     federal taxes  periodically.  Charges may become  necessary if, among other
     reasons,  the tax  treatment  of SBL or of income  and  expenses  under the
     Contracts  is  ultimately  determined  to be other than what SBL  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 SBL's tax status.
- --------------------------------------------------------------------------------
                                       9
<PAGE>

     DIVERSIFICATION STANDARDS

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

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

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

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

         Section 72 of the Code governs the taxation of annuities. In general, a
     Contractowner  is not taxed on increases in value under an annuity contract
     until some form of  distribution is made under the contract.  However,  the
     increase  in  value  may  be  subject  to  tax   currently   under  certain
     circumstances.  See "Contracts Owned by Non-Natural Persons" on page 28 and
     "Diversification Standards" on page 26. 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 SBL of that
     election.

         1.   Surrenders or Withdrawals Prior to the Annuity Start Date

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

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

         Upon a complete  surrender,  the  receipt is taxable to the extent that
     the cash value of the Contract exceeds the investment in the Contract.  The
     taxable  portion  of such  payments  will be taxed at  ordinary  income tax
     rates.
- --------------------------------------------------------------------------------
                                       10

<PAGE>

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

         3.   Penalty Tax on Certain Surrenders and Withdrawals

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

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

     ADDITIONAL CONSIDERATIONS

         1.   Distribution-at-Death Rules

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

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

         2.   Gift of Annuity Contracts

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

         3.   Contracts Owned by Non-Natural Persons

         If the  Contract  is held  by a  non-natural  person  (for  example,  a
     corporation)  the income on that  Contract  (generally  the increase in net
     surrender value less the purchase payments) is includable in taxable income
     each year.  The rule does not apply  where the  Contract is acquired by the
     estate  of a  decedent,  where the  Contract  is held by  certain  types of
     retirement  plans,  where the  Contract  is a qualified  funding  asset for
     structured  settlements,  where the  Contract is  purchased on behalf of an
     employee  upon  termination  of a  
- --------------------------------------------------------------------------------
                                       11
<PAGE>

     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 is
     considered held by a natural person.

         4.   Multiple Contract Rule

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

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

         5.   Possible Tax Changes

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

         6.   Transfers, Assignments or Exchanges of a Contract

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

     QUALIFIED PLANS

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

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

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

         1.   Section 401

         Code  Section 401  permits  employers  to  establish  various  types of
     retirement plans (e.g., pension, profit 
- --------------------------------------------------------------------------------
                                       12
<PAGE>

     sharing  and  401(k)  plans)  for  their   employees.   For  this  purpose,
     self-employed  individuals  (proprietors  or partners  operating a trade or
     business) are treated as employees and therefore eligible to participate in
     such plans. Retirement plans established in accordance with Section 401 may
     permit the purchase of Contracts to provide benefits thereunder.

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

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

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

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

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

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

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

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

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

         2.   Section 403(b)

         Code Section 403(b)  permits  public school  employees and employees of
     certain  types of  charitable,  educational  and  scientific  organizations
     specified in Section  501(c)(3) of the Code to purchase annuity  contracts,
     and,  subject to certain  limitations,  to exclude  
- --------------------------------------------------------------------------------
                                       13
<PAGE>

     the amount of purchase  payments  from gross income for tax  purposes.  The
     Contract may be  purchased  in  connection  with a Section  403(b)  annuity
     program.

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

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

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

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

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

         3.   Section 408

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

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

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

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

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

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

         SIMPLE  INDIVIDUAL  RETIREMENT   ANNUITIES.   The  Small  Business  Job
     Protection Act of 1996 created a new retirement plan, the Savings Incentive
     Match Plan for Employees of Small Employers (SIMPLE plans).  Depending upon
     the type of SIMPLE plan,  employers may deposit the plan contributions into
     a single  trust or into SIMPLE  Individual  Retirement  Annuities  ("SIMPLE
     IRA") established by each participant.

         Information on eligibility to participate in an employer's  SIMPLE Plan
     will be included in the summary  description  of the plan  furnished to the
     participants by their employer. Contributions to a SIMPLE IRA may be either
     salary  deferral  contributions  or  employer  contributions.  On a pre-tax
     basis,  participants may elect to contribute  (through salary deferrals) up
     to $6,000 of their compensation to a SIMPLE IRA. In addition, employers are
     required to make either (1) a  dollar-for-dollar  matching  contribution or
     (2) a  nonelective  contribution  to  their  account  each  year.  Finally,
     participants  may roll over or transfer  contributions  to their SIMPLE IRA
     from another SIMPLE IRA.
- -------------------------------------------------------------------------------
                                       14
<PAGE>

         In  general,   SIMPLE   IRAs  are   subject  to  minimum   distribution
     requirements  similar to those  applicable  to retirement  plans  qualified
     under Section 401 of the Code;  however,  the required  beginning  date for
     SIMPLE IRAs is generally the date that the Contractowner reaches age 70 1/2
     -- the Contractowner's  retirement date will not affect his or her required
     beginning  date.  Amounts  used  to  purchase  SIMPLE  IRAs  generally  are
     excludable  from the taxable income of the  participant.  As a result,  all
     distributions  from such annuities are normally taxable in full as ordinary
     income to the participant.

         Distributions from a SIMPLE IRA may be eligible for a tax-free rollover
     or transfer to another SIMPLE IRA.  However,  a distribution  from a SIMPLE
     IRA is NEVER  eligible to be rolled  over to a  retirement  plan  qualified
     under Code Section 401(a) or a Section 403(b) annuity contract.

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

         4.   Section 457

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

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

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

         5.   Rollovers

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

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

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

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

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

         6.   Tax Penalties

         PREMATURE  DISTRIBUTION TAX. Distributions from a Qualified Plan before
     the participant  reaches age 59 1/2 are generally  subject to an additional
     tax equal to 10 percent of the taxable portion of the distribution.  The 10
     percent penalty tax does not apply to  distributions:  (i) made on or after
     the death of the employee;  (ii) attributable to the employee's disability;
     (iii) which are part of a series of substantially  equal periodic  
- --------------------------------------------------------------------------------
                                       15
<PAGE>

     payments made (at least annually) for the life (or life  expectancy) of the
     employee or the joint lives (or joint life  expectancies)  of the  employee
     and a designated  beneficiary and which begin after the employee terminates
     employment;  (iv) made to an employee after termination of employment after
     reaching age 55; (v) made to pay for certain  medical  expenses;  (vi) that
     are exempt  withdrawals  of an excess  contribution;  (vii) that are rolled
     over or transferred in accordance  with Code  requirements;  or (viii) that
     are transferred  pursuant to a decree of divorce or separate maintenance or
     written instrument incident to such a decree.

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

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

         EXCESS  DISTRIBUTION  ACCUMULATION TAX. If the aggregate  distributions
     from all Qualified  Plans (other than Section 457 plans) with respect to an
     individual in a calendar  year exceed the greater of (i) $150,000,  or (ii)
     $112,500, as indexed for inflation ($160,000 for 1997), a penalty tax of 15
     percent is generally  imposed (in  addition to any ordinary  income tax) on
     the excess portion of the  distribution.  In addition,  a 15 percent tax is
     imposed on the "excess  retirement  accumulations"  of an individual  whose
     aggregate  retirement  benefits  exceed  the value of a  hypothetical  life
     annuity  determined  as of the  date of his or her  death.  The 15  percent
     excise tax on excess  distributions  will not apply to  withdrawals  during
     calendar years 1997, 1998 and 1999.

         7.   Withholding

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

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

         The above  description  of the federal income tax  consequences  of the
     different  types of  Qualified  Plans  which may be funded by the  Contract
     offered by this  Prospectus  is only a brief summary and is not intended as
     tax advice.  The rules  governing  the  provisions  of Qualified  Plans are
     extremely  complex and often  difficult to  comprehend.  Anything less than
     full  compliance  with the  applicable  rules,  all of which are subject to
     change,  may have adverse tax  consequences.  A  prospective  Contractowner
     considering  adoption  of a  Qualified  Plan and  purchase of a Contract in
     connection  therewith  should first  consult a qualified  and competent tax
     adviser,  with regard to the  suitability  of the Contract as an investment
     vehicle for the Qualified Plan.
- --------------------------------------------------------------------------------
                                       16
    



<PAGE>


SECURITY BENEFIT LIFE INSURANCE COMPANY
A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

                                    VARIFLEX

                           VARIABLE ANNUITY CONTRACTS



   
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1997
RELATING TO THE PROSPECTUS DATED MAY 1, 1997,
AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(913) 295-3112
(800) 888-2461
    

                                       
<PAGE>

SECURITY BENEFIT LIFE INSURANCE COMPANY

A Member of The Security Benefit Group of Companies
700 SW Harrison, Topeka, Kansas 66636-0001

                                    VARIFLEX

                           VARIABLE ANNUITY CONTRACTS

                                  STATEMENT OF

                             ADDITIONAL INFORMATION

   
                                   May 1, 1997


     This Statement of Additional Information expands upon subjects discussed in
the  current  Prospectus  for  the  Variflex  Variable  Annuity  Contracts  (the
"Contract") offered by Security Benefit Life Insurance Company. You may obtain a
copy of the Prospectus dated May 1, 1997, by calling (913) 295-3112,  or writing
to Security  Benefit Life Insurance  Company,  700 SW Harrison,  Topeka,  Kansas
66636-0001.   Terms  used  in  the  current  Prospectus  for  the  Contract  are
incorporated in this Statement.
    

THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.

                                TABLE OF CONTENTS

                                                                            Page

The Contract..........................................................        1
   Valuation of Accumulation Units....................................        1
   Computation of Variable Annuity Payments...........................        1
   Illustration.......................................................        2
   Variations in Charges..............................................        2
   Termination of Contract............................................        3
   Group Contracts....................................................        3
Performance Information...............................................        3
   
Limits on Purchase Payments Paid Under
   Tax-Qualified Retirement Plans.....................................        6
   Section 401........................................................        6
   Section 403(b).....................................................        6
   Section 408........................................................        6
   Section 457........................................................        7
    
Assignment............................................................        7
Distribution of the Contracts.........................................        7
Safekeeping of Variflex Account Assets................................        7
State Regulation......................................................        7
Records and Reports...................................................        7
Legal Matters.........................................................        8
Experts...............................................................        8
Other Information.....................................................        8
Financial Statements..................................................        9


                                       
<PAGE>

THE CONTRACT

     The following  provides  additional  information  about the Contracts which
supplements  the  description  in the Prospectus and which may be of interest to
some Contractowners.

VALUATION OF ACCUMULATION UNITS

     The  objective of a Variable  Annuity is to provide level  payments  during
periods  when the  market is  relatively  stable  and to  reflect  as  increased
payments  only the excess  investment  results  following  from  inflation or an
increase in productivity.

     The Accumulation Unit value for a Series on any day is equal to (a) divided
by (b),  where (a) is the net asset value of the  underlying  Fund shares of the
Series less the  Actuarial  Risk Fee and any deduction for provision for federal
income taxes and (b) is the number of  Accumulation  Units of that Series at the
beginning of that day.

     The value of a contract  on any  Valuation  Date  during  the  Accumulation
Period can be determined by subtracting (b) from (a), where (a) is determined by
multiplying  the  total  number  of  Accumulation  Units of each  Series  within
Variflex  credited to the Contract by the applicable  Accumulation Unit value of
each such Series, and (b) is any pro rata Annual  Administrative Fee. During the
Accumulation  Period,  all cash dividends and other cash  distributions  made to
each Variflex Series will be reinvested in additional  shares of the appropriate
Series of SBL Fund.

COMPUTATION OF VARIABLE ANNUITY PAYMENTS

     (a)  DETERMINATION OF AMOUNT OF FIRST ANNUITY PAYMENT

     For Annuities  under options 1, 2, 3, and 4, the Contracts  contain  tables
indicating  the dollar amount of the first  monthly  payment under each optional
form of Annuity for each $1,000 applied. The total first monthly annuity payment
is  determined  by  multiplying  the  value  of the  Contract  or  participant's
Individual  Account  (expressed  in  thousands  of dollars) by the amount of the
first monthly payment per $1,000 of value, in accordance with the tables set out
in the Contract.  The value of the contract or Participant's  Individual Account
for the purpose of establishing  the first periodic  payment under options 1, 2,
3, 4 or similar life contingent payment options mutually agreed upon is equal to
the number of  Accumulation  Units applied to the option times the  Accumulation
Unit  value at the end of the second day  preceding  the date the first  annuity
payment is made. For Annuities under these options,  any pro rata Administrative
Fee is  assessed  prior to the first  annuity  payment  under such  option.  For
Annuities  under  options  5, 6, 7, 8 or other  mutually  agreed  upon  non-life
contingent payment option, the value of the Contract or Participant's Individual
Account for the purpose of the first and subsequent  periodic  payments is based
on the  Accumulation  Unit  value at the end of the day the  annuity  payment is
made.

     Each deferred annuity Contract  contains a provision that the first monthly
payment will be not less than the first monthly  payment  determined on the most
favorable  mortality risk basis used in determining rates for immediate Variable
Annuities  then  being  issued by SBL for the same class of  Participants.  This
provision assures the Annuitants that if, at retirement,  the annuity rates then
applicable to new immediate  annuity  contracts  are more  favorable  than those
provided in their  contracts,  they will be given the benefit of the new annuity
rates.

     (b)  AMOUNT OF THE SECOND AND SUBSEQUENT ANNUITY PAYMENTS

     For Variable Annuities under options 1, 2, 3 and 4, the amount of the first
monthly  annuity  payment  determined  as  described  above  is  divided  by the
applicable  value of an Annuity  Unit (see "(c)" below) for the day in which the
payment is due in order to determine the number of Annuity Units  represented by
the first payment. This number of Annuity Units remains fixed during the Annuity
period and each  subsequent  payment  period.  The dollar  amount of the annuity
payment is  determined by  multiplying  the fixed number of Annuity Units by the
Annuity Unit value for the day the payment is due.

     (c)  ANNUITY UNIT

     The  value of an  Annuity  Unit of Series A, B, C and D was set at $1.00 on
April 1,  1984.  The  value of an  Annuity  Unit of Series E was set at $1.00 on
April 25,  1985.  The value of an  annuity  unit of Series S was set at $1.00 on
April 23,  1991.  The value of an  annuity  unit of Series J was set at $1.00 on
October 1, 1992. The value of an Annuity Unit of Series K, M, N and O was set at
$1.00 on June 1, 1995.  The value of an Annuity Unit for any  subsequent  day is
determined by  multiplying  the value for the  immediately  preceding day by the
product of (a) the 

                                       1
<PAGE>

   
Net  Investment  Factor for the second day preceding the day for which the value
is being calculated and (b) .9999057540, the interest neutralization factor (the
factor  required to neutralize the assumed  investment rate of 3 1/2% built into
the annuity rates contained in the Contract).  The Net Investment  Factor of any
Series is determined by subtracting 0.00003307502,  the Actuarial Risk Fee, from
the  ratio of (a) to (b)  where  (a) is the  value of a share of the  underlying
Series  of SBL  Fund at the end of the day plus the  value of any  dividends  or
other  distributions  attributable  to such  share  during a day and  minus  any
applicable  income tax liabilities as determined by SBL, and (b) is the value of
a share of the underlying Series of SBL Fund at the end of the previous day.
     The formula for daily valuation of annuity units is set forth below:
    


Number of Annuity Units = Dollar Amount of First Monthly Payment
                         -------------------------------------------------------
                        Annuity Unit Value for Day on Which First Payment is Due


            Value of               Net Investment
Annuity     Annuity Unit for       Factor for
Unit Value= Preceding Day    x     Second Preceding Day   x     0.9999057540


                    Value of a          Dividends of 
Net                Series Share*      Other Distributions
Investment Factor= at End of Day    +  During Day Per Share     - 0.000033007502
                   -------------------------------------------------------------
                         Value of a Series Share* at End of the Previous Day

Dollar Amount of Second and                           Annuity Unit Value for Day
Subsequent Annuity Payments=Number of Annuity Units  x   on Which Payment is Due

*A share of the underlying Series of SBL Fund.

ILLUSTRATION

     The  Annuity  Unit  and  the  Annuity  payment  may be  illustrated  by the
following hypothetical example:  Assume an annuitant at the annuity commencement
date has credited to his Contract 4,000 Accumulation Units and that the value of
an  Accumulation  Unit at the end of the second day  preceding  the day on which
retirement  occurs  was  $5.13,  producing  a total  value for the  contract  of
$20,520. Any premium taxes due would reduce the total value of the Contract that
could be applied  towards  the  Annuity;  however,  in this  illustration  it is
assumed no premium taxes are  applicable.  Assume also the  Annuitant  elects an
option for which the annuity  table in the Contract  indicates the first monthly
payment  is $6.40 per  $1,000 of value  applied;  the  resulting  first  monthly
payment would be 20.520 multiplied by $6.40 or $131.33.

     Assume the  Annuity  Unit value for the day on which the first  payment was
due was  $1.0589108749.  When this is divided into the first monthly payment the
number of Annuity Units represented by that payment is 124.0236578101. The value
of the same number of Annuity Units will be paid in each subsequent month

     Assume  further  the  value of a Series  share  was $5.15 at the end of the
third day preceding the date of the second annuity payment, that it was $5.17 at
the end of the second day preceding the due date of the second  Annuity  payment
and that there was no cash income  during such  second day.  The Net  Investment
Factor  for that  second day was  1.0038504201  ($5.17  divided  by $5.15  minus
 .00003307502). Multiplying this factor by 0.9999057540 to neutralize the assumed
investment  rate (the 3 1/2% per annum built into the number of Annuity Units as
determined above) produces a result of 1.0037558112.  The Annuity Unit value for
the  valuation  period  is  therefore   1.0639727137  which  is  1.0037558112  x
$1.0599915854 (the value at the beginning of the day).

     The current monthly payment is then determined by multiplying the number of
Annuity  Units  by the  current  Annuity  Unit  value  or  124.0236578101  times
1.0639727127 which produces a current monthly payment of $131.96.

VARIATIONS IN CHARGES

     The contingent deferred sales charges or other charges or deductions may be
reduced or waived for sales of Variflex Contracts where the expenses  associated
with  the sale of the  Contract  or the  administrative  and  maintenance  costs
associated  with the  Contract are reduced for reasons such as the amount of the
initial 

                                       2
<PAGE>

Purchase Payment,  the amounts of projected Purchase  Payments,  or that
the Contract is sold in connection  with a group or sponsored  arrangement.  SBL
will only reduce or waive such charges where expenses  associated  with the sale
of the Contract or the costs associated with  administering  and maintaining the
Contract are reduced.

   
     Directors,   officers  and  bona  fide  full-time   employees  of  Security
Management  Company,  LLC,  SBL,  Security  Benefit  Group,  Inc.,  SBL Fund, or
Security  Distributors,  Inc.;  the spouses,  grandparents,  parents,  children,
grandchildren  and siblings of such directors,  officers and employees and their
spouses; any trust, pension, profit-sharing or other benefit plan established by
any of the foregoing  corporations for persons described above; and salespersons
(and  their  spouses  and  minor  children)  who are  licensed  with SBL to sell
variable   annuities  are  permitted  to  purchase  contracts  with  substantial
reduction  of the  contingent  deferred  sales  charges or other  administrative
charges or deductions.  Contracts so purchased are for investment  purposes only
and may not be resold  except to SBL. No sales  commission  will be paid on such
contracts.
    

TERMINATION OF CONTRACT

     SBL reserves the right to terminate any Group  Unallocated  Contract  under
the following  circumstances:  (1) the contract value is less than $10,000 after
the end of the  first  contract  year,  or  $20,000  after  the end of the third
contract  year;  (2) the Plan  pursuant  to which  the  contract  is  issued  is
terminated  for any reason or becomes  disqualified  under Section 401 or 403 of
the Internal  Revenue  Code; or (3) for any reason after the eighth policy year.
SBL may also  terminate  individual  and Group  Allocated  contracts  during the
accumulation  period if certain  conditions exist. These conditions are that (1)
no purchase  payments  have been received by SBL for the contract or account for
two full  years;  (2) the  combined  value of the  contract  or  account  in the
Separate  and  General  Accounts is less than  $2,000;  and (3) the value of the
contract or account which is allocated to the General Account,  projected to the
maturity  date,  would  produce  installments  of less than $20 per month  using
contractual guarantees.  Termination of a Variflex Contract may have adverse tax
consequences.  (See the Prospectus at "Full and Partial  Withdrawals,"  page 19,
"Constraints on  Distributions  from Certain Section 403(b) Annuity  Contracts,"
page 23, and "Federal Tax Matters," page 26.)

GROUP CONTRACTS

     In the case of Group Allocated Variflex Contracts,  a master group contract
is issued to the employer or other organization,  or to the trustee,  who is the
Contractowner.  The master group contract covers all  Participants.  Where funds
are allocated to a participant's  individual contract, each participant receives
a certificate  which  summarizes the provisions of the master group contract and
evidences  participation  in the Plan established by the  organization.  A Group
Unallocated  Contract is a contract between the  Contractowner and the insurance
company and individual accounts are not established for Participants.

PERFORMANCE INFORMATION

     Performance information for the Series of the Variflex Separate Account may
appear in  advertisements,  sales  literature  or reports to  Contractowners  or
prospective  purchasers.  Performance  information  in  advertisements  or sales
literature  may be  expressed as yield and  effective  yield of the Money Market
Series,  and average  annual total return and total return of all Series  except
the Money Market Series. Current yield for the Money Market Series will be based
on the change in the value of a  hypothetical  investment  (exclusive of capital
changes)  over  a  particular  seven-day  period,  less  a  hypothetical  charge
reflecting  deductions from Contractowner  accounts during the period (the "base
period"),  and stated as a percentage of the investment at the start of the base
period (the "base period return").  The base period return is then annualized by
multiplying  by 365/7,  with the resulting  yield figure carried to at least the
nearest  hundredth of 1%.  "Effective yield" for the Money Market Series assumes
that all  dividends  received  during an  annual  period  have been  reinvested.
Calculation of "effective  yield" begins with the same "base period return" used
in the  calculation  of  yield,  which  is then  annualized  to  reflect  weekly
compounding pursuant to the following formula:

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

   
     For the seven-day  period ended  December 31, 1996,  the yield of the Money
Market  Series  was 4.98%  and the  effective  yield of the  Series  was  5.11%.

     Quotations  of yield for the Series,  other than the Money  Market  Series,
will be based on all  investment  income per  Accumulation  Unit earned during a
particular  30-day  period,  less  expenses  accrued  during  the  period  
    

                                       3
<PAGE>
   
("net  investment  income"),  and will be computed by  dividing  net  investment
income  by the  value of the  Accumulation  Unit on the last day of the  period,
according to the following formula:

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

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

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

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

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

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

     Quotations  of average  annual  total return for any Series of the Separate
Account  will be  expressed in terms of the average  annual  compounded  rate of
return of a hypothetical investment in the Series over certain periods that will
include periods of 1, 5 and 10 years (up to the life of the Series),  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).  Such total
return figures reflect the deduction of the applicable contingent deferred sales
charge  and other  recurring  Variflex  fees and  charges  on an  annual  basis,
including  charges  for  Actuarial  Risk  Fee  of the  account  and  the  annual
administrative  fee, although other quotations may be simultaneously  given that
do not assume a surrender and do not take into account deduction of a contingent
deferred sales charge or the annual administrative fee.

   
     For the 1-, 5- and 10-year  periods ended December 31, 1996,  respectively,
the average  annual  total  return was 10.22%,  11.29% and 11.47% for the Growth
Series;  5.80%,  6.90% and 10.31% for the  Growth-Income  Series  (formerly  the
"Income-Growth Series"); 4.99%, 6.69% and -2.45% for the Worldwide Equity Series
(formerly the High Yield Series); and -12.51%, .95% and 3.50% for the High Grade
Income  Series.  For the 1- and 5-year  periods ended  December 31, 1996 and the
period  between  May  1,  1991  (date  of  inception)  and  December  31,  1996,
respectively, the average annual total return was 6.41%, 9.26% and 8.53% for the
Social Awareness  Series.  For the 1-year period ended December 31, 1996 and the
period  between  October 1, 1992 (date of  inception)  and  December  31,  1996,
respectively,  the  average  annual  total  return  was 5.62% and 11.49% for the
Emerging  Growth Series.  For the 1-year period ended December 31, 1996, and the
period  between June 1, 1995 (date of  inception)  and  December  31, 1996,  the
average  annual  total  return  was 1.39% and 4.35% for Global  Aggressive  Bond
Series;  1.96% and 4.41% for Specialized Asset Allocation Series; .55% and 3.56%
for Managed  Asset  Allocation  Series;  and 7.59% and 14.94% for  Equity-Income
Series.

     Absent  deduction of the  contingent  deferred  sales charge and the annual
administrative fee, the average annual total return for the stated periods above
would be 21.22%,  14.45% and 13.61% for the Growth  Series;  16.80%,  10.35% and
12.41% for the Growth-Income Series;  15.99%, 10.05% and 1.77% for the Worldwide
Equity Series; -1.90%, 4.54% and 6.06% for the High Grade Income Series. For the
1- and 5-year  periods ended  December 31, 1996,  and the period  between May 1,
1991 (date of  inception),  and  December 31,  1996,  respectively,  the average
annual total return would be 17.41%,  12.36% and 11.72% for the Social Awareness
Series.  For the 1-year period ended  December 31, 1996,  and the period between
October 1, 1992 (date of inception),  and December 31, 1996,  respectively,  the
average  annual total return would be 16.62% and 14.88% for the Emerging  Growth
Series.  For the 1-year period ended  December 31, 1996,  and the period between
June 1, 1995 (date of  inception),  and December 31,  1996,  the average  annual
total return would be 12.25% and 12.20% for the Global  Aggressive  Bond Series;
12.88% and 12.26% for the Specialized Asset Allocation Series; 11.35% and 11.43%
for the Managed Asset Allocation Series; and 18.59% and 22.44% for Equity-Income
Series.
    

                                       4
<PAGE>

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

   
     For the fiscal  years ended 1996  through  1986,  the total return for each
Series was the following:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
                       1996      1995      1994     1993      1992      1991     1990      1989      1988     1987      1986
- --------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>      <C>       <C>       <C>      <C>       <C>      <C>       <C>       <C>        <C>     <C>  
Growth Series          21.22%   35.11%    (2.82%)   12.35%    9.83%    34.45%   (10.90%)  33.31%     8.80%     5.01%    5.10%
Growth-Income Series   16.80%   28.52%    (4.14%)    8.30%    4.99%    36.16%    (5.60%)  26.86%    17.89%     2.42%   17.75%
Money Market Series     3.81%    4.14%     2.49%     1.35%    2.01%     4.39%     6.56%    7.74%     5.89%     5.19%    5.11%
Worldwide
Equity Series          15.99%    9.55%     1.51%    30.06%   (3.78%)    3.01%1    ---      ---       ---       ---      ---
High Grade
Income Series          (1.90%)  17.17%    (8.04%)   11.28%    6.16%    15.57%     5.40%   10.54%     5.91%     1.16%    8.37%
Social Awareness
Series                 17.41%   26.25%    (4.96%)   10.55%   15.00%     4.70%1    ---      ---       ---       ---      ---
Emerging Growth
Series                 16.62%   18.02%    (6.23%)   12.30%   24.40%2    ---       ---      ---       ---       ---      ---
Global Aggressive
Bond Series            12.25%    6.90%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Specialized Asset
Allocation Series      12.88%    6.40%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Managed Asset
Allocation Series      11.35%    6.60%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
Equity Income Series   18.59%   16.20%3    ---       ---      ---       ---       ---      ---       ---       ---      ---
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1.  From May 1, 1991 to December 31, 1991.
2.  From October 1, 1992 to December 31, 1992.
3.  From June 1, 1995 to December 31, 1995.
    
     Although  Variflex  Contracts were not available for purchase until June 8,
1984, the underlying  investment vehicle of Variflex,  the SBL Fund, has been in
existence  since May 26,  1977.  Performance  information  for Variflex may also
include  quotations of average annual total return and total return for periods,
beginning prior to the availability of Variflex contracts,  that incorporate the
performance of the SBL Fund.

     Performance  information  for a Series  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"), or other unmanaged indices so that
investors  may  compare a Series'  results  with  those of a group of  unmanaged
securities  widely  regarded by investors as  representative  of the  securities
markets in general;  (ii) other groups of 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 The Variable  Annuity  Research and Data Service  ("VARDS"),  an  independent
service which monitors and ranks the performance of variable  annuity issuers 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 Variable Account. Unmanaged indices may assume the reinvestment of dividends
but generally do not reflect  deductions for administrative and management costs
and expenses.  Such investment  company rating  services  include the following:
Lipper Analytical Services; VARDS;  Morningstar,  Inc.; Investment Company Data;
Schabacker  Investment  Management;  Wiesenberger  Investment Companies Service;
Computer Directions Advisory (CDA); and Johnson's Charts.

     Performance  information  for any Series reflects only the performance of a
hypothetical investment in the Series during the 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  portfolio  of the  Series of the Fund in which the  Series of the  Separate
Account 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.

                                       5
<PAGE>

   
LIMITS ON PURCHASE PAYMENTS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401

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

SECTION 403(B)

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

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

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

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

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

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

SECTION 408

     Premiums (other than rollover  contributions) paid under a Contract used in
connection  with an  individual  retirement  annuity  (IRA) that is described in
Section  408  of the  Internal  Revenue  Code  are  subject  to  the  limits  on
contributions  to IRA's under Section 219(b) of the Internal Revenue Code. Under
Section 219(b) of the Code, contributions (other than rollover contributions) to
an IRA are  limited  to the  lesser of  $2,000  per year or the  Owner's  annual
compensation. Spousal IRAs allow an Owner and his or her spouse to contribute up
to $2,000 to their  respective  IRAs so long as a joint tax  return is filed and
joint income is $4,000 or more. The maximum amount the higher compensated spouse
may  contribute  for the year is the  lesser of $2,000 or 100% of that  spouse's
compensation.  The maximum the lower  compensated  spouse may  contribute is the
lesser of (i) $2,000 or (ii) 100% of that spouse's  compensation plus the amount
by which the higher  compensated  spouse's  compensation  exceeds the amount the
higher  compensated spouse contributes to his or her IRA. The extent to which an
Owner may deduct  contributions  to an IRA  depends  on the gross  income of the
Owner and his or her spouse for the year and whether  either  participate  in an
employer-sponsored retirement plan.

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a 
    
                                       6
<PAGE>

   
simplified employee pension plan to the lesser of (a) 15% of the compensation of
the participant in the Plan, or (b) $30,000. Salary reduction contributions,  if
any, are subject to additional annual limits.

SECTION 457

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

ASSIGNMENT

     Variflex Contracts may be assigned by the Contractowner  except when issued
to plans or trusts qualified under Section 403(b) or 408 of the Internal Revenue
Code or the plans of  self-employed  individuals  (either under the HR-10 Act or
later acts).

DISTRIBUTION OF THE CONTRACTS

     Subject  to  arrangements  with  SBL,   Variflex   contracts  are  sold  by
independent  broker-dealers  who are  members  of the  National  Association  of
Security Dealers,  Inc., and who become licensed to sell variable  annuities for
SBL and by national banks.  Security  Distributors,  Inc., acts as the principal
underwriter on behalf of SBL for the distribution of the Variflex contracts.

   
     The Variflex  offering is  continuous.  During the years ended December 31,
1996,  1995 and 1994,  SBL  received  contingent  deferred  sales  charges  from
Variflex as follows: $1,285,409, $1,182,820 and $881,215, respectively.
    

SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS

     All assets of  Variflex  are held in the custody  and  safekeeping  of SBL.
Additional  protection for such assets is offered by SBL's blanket fidelity bond
presently  covering all officers and  employees  for a total of  $5,000,000  per
loss.

STATE REGULATION

     As a mutual  insurance  company  organized  under the laws of  Kansas,  SBL
(including  Variflex) is subject to regulation by the  Commissioner of Insurance
of  the  State  of  Kansas.  An  annual  statement  is  filed  with  the  Kansas
Commissioner of Insurance on or before March 1 each year covering the operations
of SBL for the prior year and its  financial  condition  on  December 31 of that
year. SBL is subject to a complete  examination of its operations,  including an
examination of the liabilities  and reserves of SBL and Variflex,  by the Kansas
Commissioner of Insurance  whenever such  examination is deemed necessary by the
Commissioner.  Such regulation and examination  does not,  however,  involve any
supervision of the investment policies applicable to Variflex.

     In addition,  SBL is subject to insurance laws and regulations of the other
jurisdictions in which it is or may become licensed to operate.  Generally,  the
insurance  department  of any such other  jurisdiction  applies  the laws of the
state of domicile in determining permissible investments.

RECORDS AND REPORTS

     Reports   concerning   each   Contract   will  be  sent  annually  to  each
Contractowner.  Contractowners  will additionally  receive annual and semiannual
reports   concerning   SBL  Fund  and  annual   reports   concerning   Variflex.
Contractowners will also receive  confirmations of receipt of payments,  changes
in allocation  of payments and  conversion  of variable  Accumulation  Units and
variable Annuity Units.

                                       7
<PAGE>

LEGAL MATTERS

     Matters  of  Kansas  law  pertaining  to the  validity  of  the  Contracts,
including SBL's right to issue the Contracts under Kansas  insurance law and its
qualification to do so under applicable regulations issued thereunder, have been
passed upon by Amy J. Lee, Associate General Counsel of SBL.

EXPERTS

   
     The  consolidated  financial  statements of Security Benefit Life Insurance
Company at  December  31,  1996 and 1995,  and for each of the three years ended
December 31, 1996 and the  financial  statements of Variflex for the years ended
December  31, 1996 and 1995,  included in this  Statement  have been  audited by
Ernst & Young LLP,  independent  auditors,  for the periods  indicated  in their
reports thereon appearing  elsewhere  herein,  and are included in reliance upon
such reports given upon the authority of such firm as experts in accounting  and
auditing.
    

OTHER INFORMATION

     There has been filed with the Securities and Exchange  Commission  ("SEC"),
Washington,  DC, a Registration  Statement  under the Securities Act of 1933, as
amended, with respect to the Variflex Contracts and under the Investment Company
Act of 1940, with respect to Variflex. Statements in this Prospectus relating to
Variflex and the Variflex Contracts are summaries only. For further information,
reference is made to the Registration Statements and the exhibits filed as parts
thereof.  Copies  of the  Variflex  Contracts  also  will  be on file  with  the
Insurance  Commissioner  of each state in which SBL is  authorized to issue such
Contracts.

     There  has also  been  filed  with the SEC a  Registration  Statement  with
respect to SBL Fund.  Further  information  about the Fund may be obtained  from
such Registration Statement.

   
FINANCIAL STATEMENTS

     The consolidated financial statements of SBL at December 31, 1996 and 1995,
and for each of the three years  ended  December  31,  1996,  and the  financial
statements  of the  Separate  Account for the years ended  December 31, 1996 and
1995, are set forth herein, starting on page 9.

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



                                       8

<PAGE>
                                    Variflex

                              Financial Statements

                     Years ended December 31, 1996 and 1995

                                    CONTENTS

Report of Independent Auditors........................................       10

Audited Financial Statements
Balance Sheet.........................................................       11
Statements of Operations and Changes in Net Asset.....................       13
Notes to Financial Statements.........................................       15


                                       9

<PAGE>


                         Report of Independent Auditors


The Contract Owners of Variflex and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the  accompanying  balance sheet of Variflex (the Company) as of
December 31, 1996,  and the related  statements of operations and changes in net
assets  for each of the two years in the  period  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 1996, by  correspondence
with the custodian.  An audit also includes assessing the accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Variflex at December 31, 1996,
and the results of its  operations and changes in its net assets for each of the
two  years in the  period  then  ended in  conformity  with  generally  accepted
accounting principles.

                                                               Ernst & Young LLP

February 7, 1997

                                       10
<PAGE>

                                    Variflex

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:

   SBL Fund:

     Series A (Growth Series)-24,335,456 shares at net asset value
     of $24.31 per share (cost, $491,521).........................    $  591,595

     Series B (Growth-Income Series)-25,054,388 shares at net asset 
     value of $35.40 per share (cost, $773,880)...................       886,925

     Series C (Money Market Series)-7,202,675 shares at net asset 
     value of $12.56 per share (cost, $90,317)....................        90,466

     Series D (Worldwide Equity Series)-36,359,956 shares at net asset 
     value of $6.14 per share (cost, $200,363).....................      223,250

     Series E (High Grade Income Series)-9,165,850 shares at net asset 
     value of $12.00 per share (cost, $112,408)....................      109,990

     Series J (Emerging Growth Series)-7,055,809 shares at net asset 
     value of $18.25 per share (cost, $114,558)....................      128,769

     Series K (Global Aggressive Bond Series)-543,779 shares at net 
     asset value of $10.72 per share (cost, $5,880)................        5,829

     Series M (Specialized Asset Allocation Series)-1,803,897 shares 
     at net asset value of $12.05 per share (cost, $19,971)........       21,737

     Series N (Managed Asset Allocation Series)-994,920 shares at net 
     asset value of $12.02 per share (cost, $10,791)...............       11,959

     Series O (Equity Income Series)-2,684,197 shares at net asset value 
     of $14.01 per share (cost, $33,684)...........................       37,606

     Series S (Social Awareness Series)-2,796,723 shares at net asset 
     value of $19.08 per share (cost, $43,382).....................       53,361
                                                                      ----------
Total assets                                                          $2,161,487
                                                                      ==========

                                       11
<PAGE>

LIABILITIES AND NET ASSETS

Mortality guarantee payable                                           $       37
Net assets are represented by (NOTE 3):--------------------------
                                       NUMBER    UNIT
                                     OF UNITS    VALUE    AMOUNT
                                     ----------------------------
   Growth Series:

     Accumulation units.............12,885,505  $45.75   $589,560
     Annuity reserves...............    44,385   45.75      2,031        591,591
                                               ------------------
   Growth-Income Series:

     Accumulation units.............18,986,176   46.58    884,317
     Annuity reserves...............    56,114   46.58      2,614        886,931
                                               ------------------
   Money Market Series:

     Accumulation units............. 4,933,370   18.26     90,095
     Annuity reserves...............    20,313   18.26        371         90,466
                                               ------------------
   Worldwide Equity Series:

     Accumulation units.............15,365,862   14.51    222,983
     Annuity reserves...............    18,348   14.51        266        223,249
                                               ------------------
   High Grade Income Series:

     Accumulation units............. 5,051,175   21.68    109,531
     Annuity reserves...............    21,148   21.68        459        109,990
                                               ------------------
   Emerging Growth Series:

     Accumulation units............. 7,123,183   18.03    128,442
     Annuity reserves...............    18,109   18.03        326        128,768
                                               ------------------
   Global Aggressive Bond Series:

     Accumulation units.............   485,157   12.00      5,823
     Annuity reserves...............       480   12.00          6          5,829
                                               ------------------
   Specialized Asset Allocation Series:

     Accumulation units............. 1,806,999   12.00     21,692
     Annuity reserves...............     3,738   12.00         45         21,737
                                               ------------------
   Managed Asset Allocation Series:

     Accumulation units............. 1,000,455   11.87     11,880
     Annuity reserves...............     6,665   11.87         79         11,959
                                               ------------------
   Equity Income Series:

     Accumulation units............. 2,727,172   13.78     37,586
     Annuity reserves...............     1,466   13.78         20         37,606
                                               ------------------
   Social Awareness Series:

     Accumulation units............. 2,829,942   18.74     53,021
     Annuity reserves...............    16,185   18.74        303         53,324
                                               ------------------
                                                              ==================
Total liabilities and net assets....                                  $2,161,487
                                                              ==================

SEE ACCOMPANYING NOTES.

                                       12
<PAGE>

                                    Variflex

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

                                                             HIGH               
                                GROWTH-  MONEY   WORLDWIDE   GRADE   EMERGING   
                       GROWTH   INCOME   MARKET   EQUITY    INCOME    GROWTH    
                       SERIES   SERIES   SERIES   SERIES    SERIES    SERIES    
                       ---------------------------------------------------------

Dividend
distributions......... $ 4,003   $ 17,133   $ 3,780   $ 6,404    $ 6,701  $  202
Expenses (NOTE 2):
 Mortality and 
 expense risk fee.....  (6,014)    (9,988)   (1,246)  (2,420)   (1,368)  (1,367)
 Administrative fee...    (369)    (1,399)     (122)     (69)     (267)     (22)
                       ---------------------------------------------------------
Net investment 
income (loss).........  (2,380)     5,746     2,412    3,915      5,066  (1,187)

Capital gains 
distributions.........   24,782    82,844        -     6,043        -      4,663
Realized gain 
on investments........   29,813    41,904       785    7,793        459   11,087
Unrealized appreciation 
(depreciation) on              
 investments..........   40,511    (5,823)      488   10,720     (8,258)   2,657
                       ---------------------------------------------------------
Net realized and 
unrealized gain (loss) 
on investments........   95,106    118,925    1,273   24,556     (7,799)  18,407
                       ---------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations.......   92,726    124,671    3,685   28,471     (2,733)  17,220

Net assets at
beginning of year....   436,043    745,482   78,686  167,450    116,344   87,329
Variable annuity deposits
(NOTES 2 AND 3)......   205,769    161,528   213,354  73,798     45,516   63,675
Terminations and withdrawal
(NOTES 2 AND 3)......  (142,679)  (144,272) (204,943) (46,433) (48,977) (39,303)
Annuity payments
(NOTES 2 AND 3)......      (255)     (478)      (316)     (33)    (161)    (152)
Net mortality 
guarantee transfer...       (13)       -          -        (4)        1      (1)
                      ==========================================================
Net assets at 
end of year..........   $591,591  $886,931  $90,466  $223,249  $109,990 $128,768
                      ==========================================================


                        GLOBAL      SPECIALIZED    MANAGED                      
                       AGGRESSIVE     ASSET         ASSET     EQUITY    SOCIAL  
                         BOND       ALLOCATION   ALLOCATION   INCOME   AWARENESS
                        SERIES        SERIES       SERIES     SERIES    SERIES  
                       ---------------------------------------------------------
Dividend
distributions.........  $  385      $  186        $  57        $ 66      $ 206  
Expenses (NOTE 2):
 Mortality and
 expense risk fee.....     (49)       (197)      (110)       (287)      (539)   
 Administrative fee...     (10)        (15)        (9)        (40)       (29)   
                       ---------------------------------------------------------
Net investment
income (loss).........      326        (26)       (62)       (261)      (362)   

Capital gains
distributions.........       64          86         12           4       1,068  
Realized gain
on investments........      165         381        182       1,234       2,212  
Unrealized appreciation
(depreciation) on           (60)      1,512        911       3,221       3,689  
 investments
                       ---------------------------------------------------------
Net realized and
unrealized gain (loss)
on investments........      169       1,979      1,105       4,459      6,969   
                       ---------------------------------------------------------
Net increase (decrease)
in net assets resulting
from operations.......      495       1,953      1,043       4,198      6,607   

Net assets at
beginning of year....     2,188       9,689      5,590       9,755     35,596 
Variable annuity deposits
(NOTES 2 AND 3)......     5,122      13,786      6,553      29,396     16,769 
Terminations and withdrawal
(NOTES 2 AND 3)......    (1,974)     (3,686)    (1,220)     (5,738)   (5,604) 
Annuity payments
(NOTES 2 AND 3)......        (2)         (2)        (5)         (3)       (7) 
Net mortality
guarantee transfer...         -          (3)        (2)         (2)      (37) 
                       =========================================================
Net assets at
end of year..........    $ 5,829     $21,737    $11,959     $37,606   $53,324   
                       =========================================================

SEE ACCOMPANYING NOTES.

                                       13
<PAGE>

                                    Variflex

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995
                                 (IN THOUSANDS)

                                                              HIGH              
                                  GROWTH-  MONEY   WORLDWIDE  GRADE   EMERGING  
                         GROWTH   INCOME   MARKET   EQUITY    INCOME   GROWTH   
                         SERIES   SERIES   SERIES   SERIES    SERIES   SERIES   
                      ----------------------------------------------------------
Dividend 
distributions.........  $ 2,960  $ 11,576  $ 3,092  $  27    $ 7,165    $  -    
Expenses (NOTE 2):
   Mortality and 
   expense risk fee...  (4,280)   (7,839)   (921)  (1,848)   (1,330)    (935)   
   Administrative fee.    (340)   (1,520)   (136)     (73)     (303)     (21)   
                      ----------------------------------------------------------
Net investment 
income (loss).........  (1,660)    2,217    2,035  (1,894)     5,532     (956)  

Capital gains 
distributions.........   12,476      -        -     1,732        -         -    
Realized gain (loss) 
on investments........    1,019   16,514    1,623   3,960     (6,221)    2,488  
Unrealized appreciation 
(depreciation) on        92,456  141,783    (700)  11,265      17,866   10,991  
 investments
                       ---------------------------------------------------------
Net realized and unrealized 
gain on investments..   105,951  158,297     923   16,957      11,645   13,479  
                       ---------------------------------------------------------

Net increase in net assets 
resulting from             
   operations.......    104,291  160,514    2,958  15,063      17,177   12,523  

Net assets at 
beginning of year....   260,963  555,314  102,451  139,186    100,185   67,668  
Variable annuity deposits
(NOTES 2 AND 3)......   156,379  132,721  132,678   70,832     50,070   39,149  
Terminations and withdrawals 
(NOTES 2 AND 3)......  (85,337) (102,434)(159,213) (57,355)   (50,939) (31,968) 
Annuity payments 
(NOTES 2 AND 3)......     (264)    (642)     (189)    (277)     (149)     (44)  
Net mortality
guarantee transfer...        11        9        1         1         -        1  
                      ==========================================================
Net assets at
end of year..........  $436,043  $745,482  $78,686  $167,450  $116,344  $87,329 
                      ==========================================================


                          GLOBAL    SPECIALIZED   MANAGED
                        AGGRESSIVE    ASSET        ASSET      EQUITY    SOCIAL  
                           BOND     ALLOCATION   ALLOCATION   INCOME   AWARENESS
                          SERIES      SERIES      SERIES      SERIES    SERIES  
                       ---------------------------------------------------------
Dividend
distributions.........   $  100       $   -       $   -     $   -       $  154  
Expenses (NOTE 2):
   Mortality and
   expense risk fee...      (10)         (32)       (25)      (28)        (350) 
   Administrative fee.       (3)          (6)        (2)      (11)         (27) 
                       ---------------------------------------------------------
Net investment
income (loss).........       87          (38)       (27)      (39)        (223) 

Capital gains
distributions.........        9          -            -         -           -   
Realized gain (loss)
on investments........        7          44          11        60         1,049 
Unrealized appreciation
(depreciation) on             9         254         257       701         5,855 
 investments
                       ---------------------------------------------------------
Net realized and unrealized
gain on investments..        25         298         268       761         6,904 
                       ---------------------------------------------------------

Net increase in net assets
resulting from
   operations.......        112         260         241       722         6,681 

Net assets at
beginning of year....        -           -           -          -        23,889 
Variable annuity deposits
(NOTES 2 AND 3)......      2,207      9,955        5,539     9,395        9,024 
Terminations and withdrawals
(NOTES 2 AND 3)......      (130)      (526)        (182)     (362)      (3,992) 
Annuity payments
(NOTES 2 AND 3)......        (1)        -            (1)        -           (6) 
Net mortality
guarantee transfer...         -         -            (7)        -            -  
                      ==========================================================
Net assets at
end of year.........      $2,188     $9,689      $5,590      $9,755     $35,596 
                      ==========================================================

SEE ACCOMPANYING NOTES.

                                       14
<PAGE>


                                    Variflex

                          Notes to Financial Statements

                           December 31, 1996 and 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

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

INVESTMENT VALUATION

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

                                       15
<PAGE>

                                    Variflex

                   Notes to Financial Statements (continued)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

                               1996                            1995
                     ----------------------------------------------------------
                      COST OF      PROCEEDS FROM      COST OF      PROCEEDS FROM
                      PURCHASES         SALES         PURCHASES         SALES
                      ---------------------------------------------------------
                                              (IN THOUSANDS)

Growth Series.........  $247,011        $161,782        $177,876       $  96,275
Growth-Income Series..   270,233         164,899         152,642         120,749
Money Market Series...   122,800         112,293         139,143         163,831
Worldwide Equity
Series................    89,191          51,904          74,933          61,894
High Grade 
Income Series.........    55,000          53,555          59,080          54,565
Emerging Growth 
Series................    70,096          42,400          40,723          34,541
Global Aggressive 
Bond Series...........     5,717           2,181           3,363           1,191
Specialized Asset 
Allocation Series.....    14,523           4,368          11,354           1,963
Managed Asset 
Allocation Series.....     6,962           1,693           5,594             265
Equity Income Series..    30,483           7,088           9,546             551
Social Awareness 
Series.................   18,705           6,841           9,710           4,907

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

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

Global Aggressive Bond Series........          99,992                    $1,200
Managed Asset Allocation Series......         230,000                     2,730

ANNUITY RESERVES

Annuity  reserves  relate to  contracts  that have matured and are in the payout
stage.  Such  reserves are computed on the basis of published  mortality  tables
using assumed interest rates that will provide reserves as prescribed by law. In
cases where the payout  option  selected is life  contingent,  SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

                                       16
<PAGE>

                                    Variflex

                   Notes to Financial Statements (continued)

1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts an administrative fee of $30 per year for each contract,  except for
certain  contracts  based on a minimum  account value and the period of time the
contract  has been in force.  Mortality  and  expense  risks  assumed by SBL are
compensated for by a fee equivalent to an annual rate of 1.2% of the asset value
of  each  contract,  of  which  0.7% is for  assuming  mortality  risks  and the
remainder is for assuming expense risks.

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

A  contingent   deferred  sales  charge  is  assessed  by  SBL  against  certain
withdrawals  during the first eight years of the contract,  declining from 8% in
the first  year to 1% in the  eighth  year.  Such  surrender  charges  and other
contract  charges  totaled  $1,285,380  and  $1,182,819  during  1996 and  1995,
respectively.

                                       17
<PAGE>

                                    Variflex

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

                                                              UNITS
                                               ---------------------------------
                                                        1996            1995
                                               ---------------------------------
                                                           (IN THOUSANDS)
Growth Series:

   Variable annuity deposits...................        4,887           4,863
   Terminations, withdrawals 
     and annuity payments......................        3,508           2,655
Growth-Income Series:

   Variable annuity deposits...................        3,756           3,787
   Terminations, withdrawals 
     and annuity payments......................        3,412           2,989
Money Market Series:

   Variable annuity deposits...................        11,926           7,695
   Terminations, withdrawals and
     annuity payments..........................        11,446           9,288
Worldwide Equity Series:

   Variable annuity deposits...................         5,428           6,154
   Terminations, withdrawals and 
     annuity payments..........................         3,434           4,955
High Grade Income Series:

   Variable annuity deposits...................         2,124           2,466
   Terminations, withdrawals and 
     annuity payments..........................         2,314           2,514
Emerging Growth Series:

   Variable annuity deposits...................         3,810           2,712
   Terminations, withdrawals and
     annuity payments..........................         2,316           2,231
Global Aggressive Bond Series:

   Variable annuity deposits...................           455             218
   Terminations, withdrawals and
     annuity payments..........................           174              13
Specialized Asset Allocation Series:

   Variable annuity deposits...................          1,233             962
   Terminations, withdrawals and 
     annuity payments..........................            333              51
Managed Asset Allocation Series:

   Variable annuity deposits...................            594             543
   Terminations, withdrawals and 
     annuity payments..........................            112              18

Equity Income Series:
   Variable annuity deposits...................          2,346             873
   Terminations, withdrawals and 
     annuity payments..........................            456              34

Social Awareness Series:
   Variable annuity deposits...................            939             626
   Terminations, withdrawals and
     annuity payments..........................            322             285


                                       18

<PAGE>



   
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
    

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

Report of Independent Auditors...........................................   20

   
Audited Consolidated Financial Statements
     Consolidated Balance Sheets.........................................   21
     Consolidated Statements of Income...................................   23
     Consolidated Statements of Changes in Equity........................   24
     Consolidated Statements of Cash Flows...............................   25
     Notes to Consolidated Financial Statements..........................   27
    

                                       19


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

We have audited the accompanying consolidated balance sheets of Security Benefit
Life Insurance  Company and  Subsidiaries  (the Company) as of December 31, 1996
and 1995, and the related consolidated  statements of income,  changes in equity
and cash flows for each of the three  years in the  period  ended  December  31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Security Benefit
Life Insurance  Company and  Subsidiaries  at December 31, 1996 and 1995 and the
consolidated  results of their  operations  and their cash flows for each of the
three years in the period ended December 31, 1996, in conformity  with generally
accepted accounting principles.

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

                                                             Ernst & Young LLP

February 7, 1997

                                       20


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

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

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

                                       21


<PAGE>


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




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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       22


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

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

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                     1996              1995*             1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>               <C>              <C>
Retained earnings:
   Beginning of year, as previously reported.............           $207,669          $150,726         $128,785
   Cumulative effect of change in accounting principle...            106,415           126,166          114,090
                                                              ------------------------------------------------------

   Beginning of year, as restated........................            314,084           276,892          242,875
   Net income............................................             43,843            37,192           34,017
                                                              ------------------------------------------------------
   End of year...........................................            357,927           314,084          276,892

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       24


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

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

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

                                       25


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996              1995*              1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)

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

FINANCING ACTIVITIES
Issuance of long-term debt...............................               65,000                -                 -
Annuity and interest sensitive life products:
   Deposits credited to account balances.................              705,118          509,183           553,542
   Withdrawals from account balances.....................             (808,519)        (526,509)         (466,760)
                                                              ------------------------------------------------------
Net cash provided by (used in) financing activities......              (38,401)         (17,326)           86,782
                                                              ------------------------------------------------------

Increase (decrease) in cash and cash equivalents.........               (8,478)             673             7,802
Cash and cash equivalents at beginning of year...........               16,788           16,115             8,313
                                                              ------------------------------------------------------
Cash and cash equivalents at end of year.................               $8,310          $16,788           $16,115
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest..............................................               $2,966             $120              $157
                                                              ======================================================

   Income taxes..........................................              $16,213          $11,551           $14,634
                                                              ======================================================

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
   FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........                 $844               $-            $2,350
                                                              ======================================================

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       26


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

BASIS OF PRESENTATION

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

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

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

                                       27


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

USE OF ESTIMATES

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

ACCOUNTING CHANGE

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

INVESTMENTS

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

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

                                       28


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

                                       29

<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

                                       30


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

INCOME TAXES

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

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating its
fair value disclosures for financial instruments:

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

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

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

                                       31


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

2.  INVESTMENTS

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

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

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........        $173,884           $414         $1,431          $172,867
Obligations of states and political subdivisions.          23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   =================================================================

Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================

Equity securities................................         $86,991         $2,422           $225           $89,188
                                                   =================================================================
</TABLE>

                                       32


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

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

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

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

Equity securities................................         $21,278           $687            $85           $21,880
                                                   =================================================================

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

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994,  respectively;  the  corresponding  amounts for equity securities were
$1,595,000,   $1,034,000   and   $(1,702,000)   during  1996,   1995  and  1994,
respectively.

                                       33


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

The amortized  cost and fair value of fixed  maturities at December 31, 1996, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

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

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

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

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

                                       34


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

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

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

Investment expenses......................     6,511      6,221       5,925
                                          ================================
Net investment income....................  $192,636   $179,940    $166,857
                                          ================================

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

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

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

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

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

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

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

                                       35


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

Net realized gains (losses) consist of the following:

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

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

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

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

3.  EMPLOYEE BENEFIT PLANS

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

                                       36


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

                                                              DECEMBER 31
                                                           1996        1995
                                                      -------------------------
                                                            (IN THOUSANDS)

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

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

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


Assumptions were as follows:

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

                                       37


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

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

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

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

                                                              DECEMBER 31
                                                           1996         1995
                                                        ----------------------
                                                            (IN THOUSANDS)

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

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

                                       38


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

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

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

4.  REINSURANCE

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

Principal reinsurance transactions are summarized as follows:

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

Reinsurance ceded:

   Premiums paid......................    $25,442       $5,305      $3,980
                                        ===================================

   Commissions received...............     $4,669         $230      $1,443
                                        ===================================

   Claim recoveries...................     $5,235       $3,089      $2,485
                                        ===================================

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


                                       39


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

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

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

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

5.  INCOME TAXES

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

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

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

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

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


                                       40


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

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

Net deferred tax assets or liabilities consist of the following:

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

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

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

6.  CONDENSED FAIR VALUE INFORMATION

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

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

                                       41


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)


<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)

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

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

7.  COMMITMENTS AND CONTINGENCIES

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

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


                                       42


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated  insurers.  In some  states,  these  assessments  can be partially
recovered  through a reduction  in future  premium  taxes.  The  Company  cannot
predict whether and to what extent legislative  initiatives may affect the right
to offset.  Based on  information  from the  National  Organization  of Life and
Health  Guaranty  Association  and  information  from the various state guaranty
associations,  the Company believes that it is probable that these  insolvencies
will result in future  assessments.  The Company regularly evaluates its reserve
for  these   insolvencies  and  updates  its  reserve  based  on  the  Company's
interpretation  of information  recently  received.  The associated  costs for a
particular  insurance company can vary significantly based on its premium volume
by line of  business in a  particular  state and its  potential  for premium tax
offset.  The Company accrued and charged to expense  $1,574,000,  $2,302,000 and
$237,000  for 1996,  1995 and 1994,  respectively.  At December  31,  1996,  the
Company  has  reserved   $4,000,000  to  cover  current  and  estimated   future
assessments net of related premium tax credits.

8.  LONG-TERM DEBT

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

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

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

9.  RELATED-PARTY TRANSACTIONS

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

                                       43


<PAGE>

           SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

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

11.  STATUTORY INFORMATION

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

                                       44

<PAGE>


<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                   A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS




Security  Benefit  Life,  subject  to the  terms  of this  Policy,  will pay the
following benefits:

1.  Annuity  installments  to the  Annuitant,  if living on the  Maturity  Date,
    derived from applying the Maturity Value to a settlement option as specified
    in this Policy.

2.  The Death  Benefit  when due  proof of the  Annuitant's  death  prior to the
    Maturity Date is received at the Home Office at 700 Harrison, Topeka, Kansas
    66636-0001.

This and the following pages are the Policy.

This Policy may be returned  within 10 days after the  Applicant  receives it by
delivering  or mailing it to the Home  Office or the agent  through  whom it was
purchased.  Immediately on such delivery or mailing,  the Policy shall be deemed
void from the beginning. Any purchase payments paid and allocated to the General
Account  will be refunded.  The Policy  Value of the Separate  Account as of the
date the  Policy is  received  by SBL will be  refunded.  Any fees or charges on
purchase payments paid and allocated to the Separate Account will be refunded.

SBL, when used in this Policy, means Security Benefit Life Insurance Company.




             ROGER K. VIOLA                        HOWARD R. FRICKE
                Secretary                             President




                       A BRIEF DESCRIPTION OF THIS POLICY


This is a FLEXIBLE PREMIUM DEFERRED RETIREMENT ANNUITY POLICY:

- - Benefit  installments begin on the Maturity Date using the method as specified
  in this Policy.

- - A Death Benefit is payable if the Annuitant dies prior to the Maturity Date.

- - Flexible  purchase  payments are payable  until the Maturity Date or until the
  prior death of the Annuitant.

ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW Harrison St., Topeka, Kansas 66636-0001 (913) 295-3000

V6016 (1-88)

<PAGE>

                                 A GUIDE TO THE
                            PROVISIONS OF YOUR POLICY


PROVISION                          CONTENTS

POLICY SPECIFICATIONS              Annuitant,  dates,  payment,  policy number,
                                   kind of  benefit,  fees & charges,  factors,
                                   interest rates, separate account./PG. 3

GENERAL PROVISIONS                 Introduction, the contract, incontestability,
                                   misstatement   of  age  or  sex,   claims  of
                                   creditors,   dates,   facility   of  payment,
                                   evidence  of  survival,  due  proof of death,
                                   change of policy./PG. 5

OWNER                              Rights of  Owner,  change  of  ownership  (if
                                   allowed)./PG. 5

ANNUITY PROVISION                  Method of payment,  maturity value,  maturity
                                   date./PG. 6

DEATH BENEFIT                      Benefit amount, effect on policy./PG. 6

BENEFICIARY                        Designation  and way to change,  distribution
                                   of benefits./PG. 6

PAYMENT OF ANNUITY BENEFITS        Way benefits may be paid, settlement options,
                                   additional provisions./PG. 7-9

PURCHASE PAYMENTS                  Payment of purchase payments./PG. 10

VALUATION                          Value of General Account,  Separate  Account,
                                   state premium taxes./PG. 10

NONFORFEITURE                      Policy  value,   termination  value,   forced
                                   termination./PG. 10-12

SEPARATE ACCOUNT                   Introduction,  ownership of Separate Account,
PROVISIONS                         Separate Account defined, guaranteed annuity,
                                   variable   annuity,   valuing  first  annuity
                                   installment, investment factors, accumulation
                                   unit value,  annuity  unit  value,  splitting
                                   units, fluctuation of values./ PG. 12-13

APPLICATION                        Owner,  Beneficiary,  allocation  of purchase
                                   payment to accounts./  Attached to and a part
                                   of this policy.

<PAGE>

                              POLICY SPECIFICATIONS


Annuitant:        John Doe                     Sex:            Male

                                               Date of Birth:  August 19, 1958

Policy Number:    Specimen                     Date of Issue:  December 30, 1993

                                               Maturity Date:  August 19, 2023

Owner:            John Doe

Policy Date:      Date First Purchase
                  Payment Received by SBL

Mode of Payment:  Monthly                      Stipulated Purchase
                                                 Payment:      $200.00

Kind of Benefit:  Retirement Annuity Installments

Assignment:       This policy may not be assigned,
                  nor ownership changed.

                                      -3-
<PAGE>

                              POLICY SPECIFICATIONS


FEES & CHARGES:              A $30.00 per year fee will be charged  against  the
                             Policy Value on each December 31st and the date the
                             Policy is  terminated  (First  and last  policy fee
                             prorated to the nearest $1). No charge will be made
                             after the Effective Date of Settlement Option 1, 2,
                             3, or 4.  The  charge  will  be  made  sequentially
                             against the Series  listed in the Separate  Account
                             section in descending  order.  The General  Account
                             will be the last  subject  to charge.  Each  Series
                             will be depleted before the next is charged.

WITHDRAWAL CHARGE
  FACTOR:

                             Policy Year at
                                 Time of                  Withdrawal
                               Termination                  Charge

                                    1                        .08
                                    2                        .07
                                    3                        .06
                                    4                        .05
                                    5                        .04
                                    6                        .03
                                    7                        .02
                                    8                        .01
                               9 or later                    .0

FREE WITHDRAWAL
  FACTOR:                    .10

GUARANTEED INTEREST
  RATES:                     3.5% for all years.

                                      -3A-
<PAGE>

                              POLICY SPECIFICATIONS


SEPARATE ACCOUNT:            The Owner may  allocate  purchase  payments  to the
                             following  SBL  Separate  Account and the Series in
                             which the Separate  Account is invested.  The owner
                             may  allocate  purchase  payments  to  the  General
                             Account of SBL.

                             Separate Account. VARIFLEX, containing:

                               Money Market Series:  Which is invested in Series
                                 C of SBL Fund. Annuity Unit value was set at $1
                                 on 04-01-84. Accumulation Unit value was set at
                                 $10 on 04-23-84.

                               High Grade  Income  Series:  Which is invested in
                                 Series E of SBL Fund.  Annuity  Unit  value was
                                 set at $1 on 04-24-85.  Accumulation Unit value
                                 was set at $10 on 04-24-85.

                               Global Aggressive Bond Series:  Which is invested
                                 in Series K of SBL Fund. Annuity Unit value was
                                 set at $1 on 05-01-95.  Accumulation Unit value
                                 was set at $10 on 05-01-95.

                               Growth-Income Series: Which is invested in Series
                                 B of SBL Fund. Annuity Unit value was set at $1
                                 on 04-01-84. Accumulation Unit value was set at
                                 $10 on 04-23-84.

                               Equity Income Series: Which is invested in Series
                                 O of SBL Fund. Annuity Unit Value was set at $1
                                 on 05-01-95. Accumulation Unit value was set at
                                 $10 on 05-01-95.

                               Managed  Asset   Allocation   Series:   Which  is
                                 invested in Series N of SBL Fund.  Annuity Unit
                                 value was set at $1 on  05-01-95.  Accumulation
                                 Unit value was set at $10 on 05-01-95.

                               Specialized  Asset  Allocation  Series:  Which is
                                 invested in Series M of SBL Fund.  Annuity Unit
                                 value was set at $1 on  05-01-95.  Accumulation
                                 Unit value was set at $10 on 05-01-95.

                               Growth  Series:  Which is invested in Series A of
                                 SBL Fund.  Annuity  Unit value was set at $1 on
                                 04-01-84.  Accumulation  Unit  value was set at
                                 $10 on 04-23-84.

                               Worldwide  Equity  Series:  Which is  invested in
                                 Series D of SBL Fund.  Annuity  Unit  value was
                                 set at $1 on 04-01-84.  Accumulation Unit value
                                 was set at $10 on 04-23-84.

                               Social  Awareness  Series:  Which is  invested in
                                 Series S of SBL Fund.  Annuity  Unit  value was
                                 set at $1 on 04-23-91.  Accumulation Unit value
                                 was set at $10 on 04-23-91.

                               Emerging  Growth  Series:  Which is  invested  in
                                 Series J of SBL Fund.  Annuity  Unit  value was
                                 set at $1 on 10-01-92.  Accumulation Unit value
                                 was set at $10 on 10-01-92.

ACTUARIAL RISK FEE:          Accumulation Units: .00003307502 (1.2% Annually)
(ARF)                        Annuity Units: .00003307502 (1.2% Annually)

ALLOCATION FEE:              $0.00

                                      -3B-
<PAGE>

                              POLICY SPECIFICATIONS


MINIMUM PURCHASE             If the  purchase  payment is allocated to more than
PAYMENT:                     one Series or the  General  Account,  the amount of
                             each  purchase  payment  allocated  to  each of the
                             Series  or the  General  Account  must be at  least
                             $25.00.

CHANGE OF ACCOUNT:           The  Owner  may  change  the  allocation  of future
                             purchase  payments to the  General  Account and the
                             various Series.  To make a change, a written notice
                             must be  received in the Home Office of SBL. If the
                             change will allocate  future  purchase  payments to
                             more than one Series of the  General  Account,  the
                             amount of each  purchase  payment to each Series or
                             the General Account must be at least $25.00.  There
                             will be no charge for the first  allocation  change
                             in a year. For each additional  change in a year, a
                             charge of an allocation fee (shown previously) will
                             be made.  A change in  allocation  will not  affect
                             purchase payment allocations before the change.

METHOD OF CHARGING:          The Allocation Fee will be charged  sequentially to
                             the Policy  Value in the  Series in the  descending
                             order shown in the Separate  Account  Section.  The
                             Policy Value of each Series will be depleted before
                             the next is charged.  The General  Account  will be
                             the last charged.

                                      -3C-
<PAGE>

                              POLICY SPECIFICATIONS


TRANSFER RIGHTS              The Owner may  transfer  part of the  Policy  Value
  (PRIOR TO THE              between the various Series and the General Account.
  EFFECTIVE DATE OF A        A transfer  fee (shown  following)  will be charged
  SETTLEMENT OPTION):        after  the first  transfer  in a policy  year.  SBL
                             reserves  the  right  to  limit:  (1)  the  size of
                             transfers; (2) the number of transfers per calendar
                             year; and (3) the amount remaining in any Series or
                             the General  Account  after a  transfer.  Transfers
                             must  be at  least  $500  or the  lesser  remaining
                             balance in the  General  Account or any  Series.  A
                             transfer within 30 days of the Maturity Date can be
                             made without  charge.  The total dollar amount that
                             may be  transferred  from the General  Account in a
                             policy year is the greatest of:

                               1.  $5,000;

                               2.  1/3  of  the  Policy  Value  in  the  General
                                   Account at the time of the first  transfer in
                                   the policy year; or

                               3.  120% of the dollar  amount  transferred  from
                                   the General  Account in the prior policy year
                                   subject to the limitation below.

                             The Company reserves the right for a period of time
                             to allow  transfers  from the  General  Account  in
                             amounts  that  exceed the  limits  set forth  above
                             ("Waiver  Period").  In any policy  year  following
                             such a Waiver period,  the total dollar amount that
                             may be transferred  from the General Account is the
                             greatest of: 1 above; 2 above or

                               3.  120% of the lesser of:

                                   a.  the dollar  amount  transferred  from the
                                       General Account in the prior policy year;
                                       or

                                   b.  the  maximum  total  dollar  amount  that
                                       would  have  been  allowed  in the  prior
                                       policy year under the transfer provisions
                                       above absent the Waiver Period.

                             SBL  reserves  the right at a future  date to limit
                             the size of  transfers,  and to limit the number of
                             transfers per calendar  year.  Transfers must be at
                             least $500 or the remaining  balance in the General
                             Account or any Series.

SETTLEMENT OPTION,           Once  installments have begun, the Owner may elect,
  TRANSFER AFTER             once each calendar  year, to convert  annuity units
  FIRST INSTALLMENT:         of one Series to annuity  units of another  Series.
                             The  conversion  cannot  be made  within  the 5 day
                             period   prior   to  and   including   the  day  an
                             installment is to be paid.  Conversions  that would
                             have been made  during  this 5 day period  shall be
                             made on the  business  day  after  the  installment
                             payment date.  This right to convert  annuity units
                             does not  include  the right to  convert a variable
                             annuity of any Series  into a fixed  annuity of the
                             General Account. Neither may a fixed annuity of the
                             General Account be converted to a variable  annuity
                             of any Series. The amount of each installment after
                             the  conversion  must still be at least  $25.00 for
                             each Series.

TRANSFER FEE:                $10.00

METHOD OF CHARGING:          The  Transfer Fee will be charged  sequentially  to
                             the Policy  Value in the  Series in the  descending
                             order shown in the Separate  Account  section.  The
                             Policy Value of each Series will be depleted before
                             the next is charged.  The General  Account  will be
                             the last charged.

                                      -3D-
<PAGE>

GENERAL PROVISION

  INTRODUCTION               This  Policy  is a  Retirement  Annuity.  The first
                             annuity  installment is determined  from the Policy
                             Value and the Settlement Option Rate.

  THE CONTRACT               The  entire  contract  between  the  Owner  and SBL
                             consists of the Application,  this Policy,  and any
                             endorsements  or riders  attached to the Policy.  A
                             copy of the  Application is attached to this Policy
                             at issue.  All statements  made in the  Application
                             will,   in  the   absence   of  fraud,   be  deemed
                             representations and not warranties. SBL will use no
                             statement  made by or on behalf of the Annuitant to
                             void  this  Policy  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 SBL.

  INCONTESTABILITY           SBL will not  contest  the  validity of this Policy
                             after it has been in force  during the  lifetime of
                             the annuitant for 2 years from the Date of Issue.

  MISSTATEMENT OF            If the age or the  sex of the  annuitant  has  been
  AGE OR SEX                 incorrectly  stated, the benefits under this Policy
                             will be those  the  purchase  payments  would  have
                             purchased for the correct age and sex.

  CLAIMS OF                  The Policy Value,  Termination  Value, and benefits
  CREDITORS                  under this Policy will be exempt from the claims of
                             creditors to the extent permitted by law.

  DATES                      Years,  months and  anniversaries  are all measured
                             from the Policy Date. The contestable period begins
                             with the Date of Issue.  All dates are shown on the
                             Policy Specifications pages.

  FACILITY OF                In some cases a payee will,  in the opinion of SBL,
  PAYMENT                    not be able,  for  physical or mental  reasons,  to
                             give a good receipt and  discharge  for any benefit
                             payment due. In this case,  SBL may make payment of
                             the amount  due in  installments  to those  persons
                             whom SBL believes are caring for and supporting the
                             payee. The installment  under this section will not
                             be greater  than $250 per month.  The  installments
                             under this  section  will stop when a claim is made
                             by   a   duly    appointed    guardian   or   legal
                             representative  of  the  payee.   Payment  to  such
                             persons will  discharge SBL from  liability for the
                             installments    paid.    SBL   will    assume    no
                             responsibility   for   the   proper   use   of  the
                             installments paid under this section.

  EVIDENCE OF                SBL may  require  proof that any payee is living on
  SURVIVAL                   any date a  payment  or  installment  is due to the
                             payee. The proof must be satisfactory to SBL.

  DUE PROOF OF               Any of the  following  items will be  sufficient as
  DEATH                      due proof of death:

                               1.  A copy of a certified death certificate

                               2.  A copy of a  certified  decree  of a court of
                                   competent  jurisdiction  as to the finding of
                                   death.

                               3.  A written  statement by a medical  doctor who
                                   attended the deceased annuitant.

                               4.  Any proof satisfactory to SBL.

  CHANGE OF POLICY           SBL may  unilaterally  amend  the  Policy to comply
  BY SBL                     with  laws  and  regulations  to  which  SBL may be
                             subject. SBL may also unilaterally amend the Policy
                             to comply  with  changes  in the  Internal  Revenue
                             Code.   SBL  is  not   obligated   to  make   these
                             amendments. SBL shall provide advance notice to the
                             Owner of any such amendment.

OWNER

  RIGHTS OF OWNER            The Annuitant is the Owner of this Policy, unless 1
                             or 2 occurs:

                               1.  Some other Owner is named in the application.

                               2.  The Owner is later changed.

                             The Owner has all rights in this  Policy  while the
                             Annuitant is living.

                             If the Owner  dies  before  the  Annuitant,  unless
                             otherwise provided, the Owner's estate shall become
                             the Owner.

  CHANGE OF                  If allowed by the Assignment  section of the Policy
  OWNERSHIP                  Specifications pages, the Owner can designate a new
                             owner by written  notice  satisfactory  to SBL. The
                             change in ownership will take effect as of the date
                             the notice was  signed.  The change will be subject
                             to any payment  made or other  action  taken by SBL
                             before  the  change was  received  by SBL.  SBL may
                             require  the  Policy for  endorsement.  A Change of
                             Ownership does not automatically  cause a Change of
                             Beneficiary.

                                      -5-
<PAGE>

ANNUITY PROVISION

  METHOD OF PAYMENT          If the  Annuitant  of this  policy is living on the
                             Maturity  Date,  the Maturity  Value of this policy
                             will be applied  to provide a 10 year fixed  period
                             and  life  annuity,  unless  an  optional  type  of
                             annuity  is  selected  by  the  Owner   during  the
                             lifetime of the  Annuitant and 30 days prior to the
                             Maturity Date. The  installments  under the annuity
                             will be paid to the  Annuitant.  The optional types
                             of annuity  benefits are outlined in the settlement
                             options  provisions  beginning  on  page  7.  Other
                             reasonable settlement options may be available with
                             the approval of SBL.

  MATURITY VALUE             The  Maturity  Value  will  not be paid as a single
                             cash payment.  If applied under settlement  options
                             1, 2, 3, 4, 5, 6, or 7 the  Maturity  Value will be
                             equal to the Policy  Value.  Amounts  applied under
                             Options 5, 6, and 7 will  continue to be subject to
                             withdrawal   charges   on   nonscheduled    amounts
                             withdrawn.  The free withdrawal provisions will not
                             be   applicable  to  these   nonscheduled   amounts
                             withdrawn.

  MATURITY DATE              The   Maturity   Date  is  shown   in  the   Policy
                             Specifications.  In some cases,  the Maturity  Date
                             may be earlier than 10 years after the Policy Date.
                             In this  case,  the Owner  may elect to extend  the
                             Maturity Date up to 10 years after the Policy Date.
                             In all other cases,  the Maturity  Date may only be
                             changed with SBL's approval.

DEATH BENEFIT

  BENEFIT AMOUNT             SBL will pay a death benefit to the Beneficiary if:
                             1)  due  proof,   satisfactory   to  SBL,   of  the
                             Annuitant's  death is received at the Home  Office;
                             2) such  proof is  received  prior to the  Maturity
                             Date; and 3) the  Annuitant's age was 75 or younger
                             at time of  death.  The death  benefit  will be the
                             greater of 'a' or 'b' where:

                               a - is the Policy Value.

                               b - is  the  total  of  all   purchase   payments
                                   received   by  SBL  less  the  total  of  all
                                   Termination Values Paid.

                             If the  Annuitant  was older  than age 75 as of the
                             date  of  death,  the  death  benefit  will  be the
                             Termination Value.

  EFFECT ON POLICY           If applied under one of the settlement options, the
                             date of death of the  Annuitant  will be treated as
                             the Maturity  Date.  If taken in cash,  this Policy
                             will cease to be in force upon payment of the death
                             benefit.

BENEFICIARY

  BENEFICIARY                The Beneficiary will receive the benefits,  if any,
  DESIGNATION                under  this  Policy in the case of the death of the
  AND THE WAY                Annuitant while this Policy is still in force.  The
  TO CHANGE IT               Beneficiary is named in the  Application.  However,
                             the  Beneficiary may be changed by the Owner during
                             the  Annuitant's  lifetime.  To  make a  change,  a
                             written  notice,   satisfactory  to  SBL,  must  be
                             received at the Home  Office.  The change will take
                             effect as of the date the notice was  signed,  even
                             if the  Annuitant  has died before SBL receives it,
                             unless SBL has already paid the  benefits.  SBL may
                             require this Policy for endorsement.

  DISTRIBUTION               More than one Primary Beneficiary may be named. The
  OF BENEFITS                share each is to receive may also be specified. The
                             respective  shares  will  be  paid  to any  Primary
                             Beneficiary alive at the death of the Annuitant. If
                             none survive the Annuitant, payment will be made to
                             any   Contingent   Beneficiaries   who  are  alive.
                             Surviving  Beneficiaries  in the  same  class  will
                             receive equal shares unless otherwise stated.

                             If  no  Beneficiary  survives  the  Annuitant,  the
                             benefits will be paid to the Annuitant's estate. If
                             any Beneficiary dies within  twenty-four (24) hours
                             after the  Annuitant,  the benefits will be paid as
                             if the Beneficiary died before the Annuitant.

                                      -6-
<PAGE>

PAYMENT OF
ANNUITY BENEFITS

  THE WAY BENEFITS           Except for the life option,  the Owner,  during the
  MAY BE PAID                lifetime of the  Annuitant and 30 days prior to the
                             Maturity  Date, has the right to choose to have the
                             benefit  amount paid in one of the following  ways.
                             In  the  event  of  the  Annuitant's   death,   the
                             Beneficiary may choose one of the options.  To make
                             an election, a written notice, satisfactory to SBL,
                             must be  received at the Home  Office.  No election
                             can be put into effect which requires SBL to make a
                             periodic payment of less than $25.00.

                             For  settlement  options  1, 2, 3, and 4  reference
                             should be made to the Separate  Account  portion of
                             this Policy.  In that portion the  definitions of a
                             guaranteed  and a variable  annuity,  and the basis
                             for the value of the second and later  installments
                             are given.

  SETTLEMENT OPTIONS           1.  Life  Option:  Paid  in  annual,  semiannual,
                                   quarterly or monthly  installments during the
                                   lifetime  of the  payee.  Table A  shows  the
                                   minimum  first monthly  installment  for each
                                   $1,000 of benefit amount applied. This option
                                   will only be available with SBL's approval.

                               2.  Life  with  Fixed  Period  Option:   Paid  in
                                   annual,  semiannual,  quarterly,  or  monthly
                                   installments.  A period of five, ten, fifteen
                                   or   twenty    years   may   be    specified.
                                   Installments  will be paid for the  length of
                                   the  period,  and  after  for as  long as the
                                   payee lives.  Table A shows the minimum first
                                   installment  payable  monthly for each number
                                   of  years  for  $1,000  of   benefit   amount
                                   applied.

                               3.  Life with Unit Refund Option: Paid in annual,
                                   semiannual,      quarterly     or     monthly
                                   installments.  Installments  will be paid for
                                   the length of the period obtained by dividing
                                   the benefit amount by the first  installment,
                                   and for as long  after  as the  payee  lives.
                                   Table  A  shows  the  minimum  first  monthly
                                   installment for each $1,000 of benefit amount
                                   applied.

                               4.  Joint  and  Last  Survivor  Option:  Paid  in
                                   annual,  semiannual,   quarterly  or  monthly
                                   installments  to the last  death of the payee
                                   and a named  secondary  payee.  Table B shows
                                   the minimum  first  monthly  installment  for
                                   each $1,000 of benefit amount applied.

                               5.  Fixed   Period   Option:   Paid  in   annual,
                                   semiannual, quarterly or monthly installments
                                   for a set  number  of  years.  Any  number of
                                   years  of at  least 5 and not  over 20 may be
                                   specified. For variable annuity installments,
                                   the initial  installment  will be the product
                                   of 'a' times 'b' where:

                                   a - is the  accumulation  unit  value for the
                                       day the installment is paid.

                                   b - is  the  number  of  accumulation   units
                                       applied  to  the  option  divided  by the
                                       number of payments selected.

                                   The  required  number of  accumulation  units
                                   will be  withdrawn  to pay this  installment.
                                   Subsequent  installments  will be  calculated
                                   from the number of accumulation units not yet
                                   redeemed and number of payments  remaining in
                                   the selected period.

                                   For a guaranteed  annuity,  the  installments
                                   will be determined by SBL and will reflect an
                                   effective  annual  interest  rate of not less
                                   than 2.5%.

                               6.  Fixed  Installment   Option:  Paid  in  equal
                                   annual,  semiannual,  quarterly,  or  monthly
                                   installments.  The  installments  must be not
                                   less   than   $6.25   per   $1,000   applied.
                                   Installments  will be paid  until the  amount
                                   applied,   adjusted   daily  for   investment
                                   results  and  expense  charges,  is paid.  On
                                   benefit   amounts   placed  in  the   General
                                   Account,  interest on the unpaid balance will
                                   be paid at an  effective  yearly  rate of not
                                   less than 2.5% per year. The last installment
                                   will be the  remaining  amount  left with SBL
                                   after the last full  installment  is paid. As
                                   of  the  effective  date  of  the  settlement
                                   option  the size of the  installment  must be
                                   such that the  installments  are  expected to
                                   extend  for at least  five years and not over
                                   twenty years.

                               7.  Deposit  Option:  Left on deposit with SBL in
                                   the General  Account at an  effective  yearly
                                   interest  rate of not less  than 2% per year.
                                   Interest will be paid annually, semiannually,
                                   quarterly  or monthly as elected.  Withdrawal
                                   of the amount  left on deposit may be made at
                                   any time. Withdrawals from the amount left on
                                   deposit   will  be  subject   to   withdrawal
                                   charges.

                                      -7-
<PAGE>

                                     TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
        MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED

Age of      Option One                  Option Two                  Option Three
Payee          Life               Year Fixed Period Ends                Unit
               Only          5         10        15        20          Refund
- --------------------------------------------------------------------------------
MALE PAYEE
  55           4.45         4.44      4.41      4.37      4.30          4.31
  56           4.52         4.51      4.48      4.43      4.36          4.37
  57           4.60         4.59      4.56      4.50      4.42          4.44
  58           4.68         4.67      4.64      4.57      4.47          4.51
  59           4.77         4.76      4.72      4.65      4.53          4.58
  60           4.87         4.85      4.81      4.72      4.60          4.65
  61           4.97         4.95      4.90      4.80      4.66          4.73
  62           5.07         5.05      5.00      4.89      4.72          4.82
  63           5.19         5.17      5.10      4.97      4.79          4.90
  64           5.31         5.29      5.20      5.06      4.85          5.00
  65           5.44         5.41      5.32      5.15      4.92          5.09
  66           5.58         5.55      5.44      5.24      4.98          5.20
  67           5.73         5.69      5.56      5.34      5.05          5.30
  68           5.89         5.84      5.69      5.44      5.11          5.41
  69           6.06         6.00      5.82      5.54      5.17          5.53
  70           6.24         6.17      5.97      5.64      5.23          5.66
  71           6.43         6.35      6.11      5.74      5.29          5.79
  72           6.63         6.53      6.26      5.84      5.35          5.93
  73           6.84         6.73      6.41      5.94      5.40          6.07
  74           7.07         6.94      6.57      6.04      5.45          6.22
  75           7.31         7.16      6.74      6.14      5.50          6.38
FEMALE PAYEE
  55           4.11         4.11      4.10      4.08      4.05          4.05
  56           4.17         4.17      4.16      4.14      4.10          4.10
  57           4.23         4.23      4.22      4.19      4.15          4.15
  58           4.30         4.29      4.28      4.25      4.21          4.21
  59           4.37         4.36      4.35      4.32      4.27          4.27
  60           4.44         4.44      4.42      4.38      4.33          4.34
  61           4.52         4.51      4.49      4.45      4.39          4.40
  62           4.60         4.59      4.57      4.52      4.45          4.47
  63           4.69         4.68      4.65      4.60      4.52          4.55
  64           4.78         4.77      4.74      4.68      4.58          4.63
  65           4.88         4.87      4.84      4.76      4.65          4.71
  66           4.99         4.98      4.93      4.85      4.72          4.80
  67           5.10         5.09      5.04      4.94      4.79          4.89
  68           5.23         5.21      5.15      5.04      4.86          4.99
  69           5.36         5.34      5.27      5.14      4.94          5.09
  70           5.50         5.48      5.39      5.24      5.01          5.20
  71           5.65         5.62      5.53      5.35      5.08          5.32
  72           5.82         5.78      5.67      5.46      5.15          5.44
  73           5.99         5.95      5.81      5.57      5.22          5.57
  74           6.19         6.14      5.97      5.68      5.29          5.71
  75           6.39         6.33      6.13      5.80      5.35          5.86
Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

- --------------------------------------------------------------------------------
                                     TABLE B
                             SETTLEMENT OPTION FOUR
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

   AGE OF                                  AGE OF MALE PAYEE
FEMALE PAYEE                55       60       62       65       70       75
- --------------------------------------------------------------------------------
     55                    3.85     3.93     3.95     3.99     4.03     4.06
     60                    3.98     4.10     4.15     4.21     4.29     4.35
     62                    4.03     4.18     4.23     4.30     4.40     4.48
     65                    4.11     4.28     4.35     4.45     4.59     4.69
     70                    4.21     4.45     4.54     4.69     4.92     5.11
     75                    4.29     4.58     4.71     4.91     5.26     5.58
Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

                                      -8-
<PAGE>

PAYMENT OF
ANNUITY BENEFITS
(CONTINUED)

  ADDITIONAL                 Other  reasonable  provisions  can be made  for the
  PROVISIONS                 payment of the benefits under this Policy. Any such
  FOR PAYMENT                provision  must  be  agreed  to  by  SBL.   Annuity
  OF BENEFITS                Settlement options shall be available only with the
                             consent of SBL if the proposed  payee be other than
                             a natural person not acting as fiduciary.

                             The  Effective  Date  of a  Settlement  Option  for
                             options   1   through  6  is  the  date  the  first
                             installment  is due to the payee.  For option 7 the
                             first  interest  payment will be made at the end of
                             the period selected,  with the effective date being
                             the date at the  beginning  of the  period.  If the
                             Owner has not made any election to the contrary and
                             the Annuitant is then living,  Settlement  Option 2
                             with  a  fixed  period  of 10  years,  will  become
                             effective on the Maturity  Date. The amount applied
                             will be the Maturity Value.

                             Installments required to be paid, if any, after the
                             death of a payee under a settlement  option will be
                             paid as due to the surviving  payee or  beneficiary
                             as the  case  may  be.  The  guaranteed  rates  for
                             options 1 through 4 are based on interest  credited
                             at 3.5% per year  and the 1983  Table A  individual
                             annuity  mortality  table updated for 45 years with
                             factors from Projection Scale G.

                             For  guaranteed  annuity  settlements,   additional
                             interest  may be paid on the amount  applied  under
                             the  various  settlement  options.  The  amount and
                             method of payment of the  additional  interest will
                             be determined by SBL.

                             On the Effective Date of a Settlement  Option,  the
                             settlement  option  rates  being  used  for  single
                             payment  immediate  annuity policies of this class,
                             which are then being  issued by SBL,  may produce a
                             higher first  installment  than  guaranteed in this
                             policy. If this is the case, the Owner may elect to
                             have  SBL use the  rates  from the  single  payment
                             immediate  annuity  policies  then being  issued by
                             SBL. This election can be made only if permitted by
                             the laws of the state where the election is made.

                             At any time, any amount  remaining  under option 5,
                             6, or 7 may be withdrawn.  A Withdrawal  Charge may
                             be  made if 5  years  have  not  elapsed  from  the
                             Effective  Date  of  the  Settlement   Option.  The
                             Surrender  Charge  will be  calculated  with a free
                             withdrawal   amount   of   zero.   Refer   to   the
                             Nonforfeiture option of this Policy for details. If
                             the amount withdrawn is at least $2,000,  it may be
                             applied to any one of the first four options.

                             When any of the options 1, 2, 3, or 4 are  elected,
                             the Owner may choose to increase the  installments.
                             Such  election  1) must be made in  writing  to SBL
                             before the Effective Date of the Settlement Option;
                             and 2)  must  be  accompanied  by a  cash  purchase
                             payment to provide the additional  installments.  A
                             cash  purchase  payment  of $1,030 is  required  to
                             increase the  installments by the amount  indicated
                             per $1,000 of benefit  amount shown in Tables A and
                             B.  Cash  purchase   payments  applied  under  this
                             provision which produce a total installment of more
                             than 2 times  the  installment  produced  using the
                             benefit amount alone must be approved by SBL.

                                      -9-
<PAGE>

PURCHASE PAYMENTS

  PAYMENT OF                 This  Policy  will  be  in  force  when  the  first
  PURCHASE                   purchase  payment  is  received  by  SBL.  Purchase
  PAYMENTS                   payments  are  payable  from the Policy Date to the
                             Maturity Date or to the death of the Annuitant. The
                             amount of a purchase  payment may be  increased  or
                             decreased from the prior payment amount. A purchase
                             payment  may not be less than  $25.00  without  the
                             approval of SBL. The total of the purchase  payment
                             may not exceed  $100,000  without  the  approval of
                             SBL. Any excess  purchase  payments will be subject
                             to conditions that SBL may apply at that time.

                             All  purchase  payments  are  payable  at the  Home
                             Office of SBL. If the Owner stops  paying  purchase
                             payments  and this  Policy is not  terminated,  the
                             Owner may resume paying purchase  payments  subject
                             to the conditions above.

                             Purchase  payment  intervals are  determined by the
                             mode  selected by the Owner and shown on the Policy
                             Specifications  pages.  The  mode  of the  purchase
                             payment may be changed by notifying SBL in writing.

VALUATION

  ACCUMULATIONS OF           The  purchase  payments  received  by SBL  from the
  PURCHASE PAYMENTS          Policy Date to the Maturity Date will be applied to
  ALLOCATED TO THE           increase  the  Policy  Value  of this  Policy.  The
  GENERAL ACCOUNT            purchase  payments will be deposited in the General
                             Account  of SBL  and  the  Series  of the  Separate
                             Account  of  SBL as  directed  by  the  Owner.  The
                             investments of the General  Account of SBL meet the
                             requirements for the investment of life and annuity
                             reserves  under  the  insurance  code of the  state
                             where this Policy was issued.

                             The Policy Value in the General Account on any date
                             will be the Policy Value in the General  Account on
                             the  previous   anniversary   date  increased  with
                             interest to the date and  increased or decreased by
                             the   following    events   occurring   after   the
                             anniversary date:

                               1.  Purchase  payments  received and allocated to
                                   the General Account.

                               2.  Benefits paid from the General Account.

                               3.  Deductions  from  the  Policy  Value  in  the
                                   General  Account for the various  charges and
                                   fees of this policy.

                               4.  Transfers  of part of the Policy Value in the
                                   General Account to the Separate Account.

                               5.  Transfers  of part of the Policy Value in the
                                   Separate Account to the General Account.

                               6.  Interest  on  items  1  through  5  from  the
                                   transaction date to the date.

                             The  effective  yearly  rate  of  interest  used to
                             calculate  the Policy Value in the General  Account
                             will be at least the amount shown in the Guaranteed
                             Interest Rate section of the Policy Specifications.
                             SBL may, at the decision of its Board of Directors,
                             credit interest in excess of that  guaranteed.  The
                             amount and method of crediting this excess interest
                             will be determined by SBL.

                             The  transfers  noted  in  items 4 and 5 can not be
                             made unless specific  allowance is made for them in
                             the Policy Specifications pages.

  SEPARATE ACCOUNT           In addition to the General  Account  Policy  Value,
                             the Policy  Value will be  increased  by the dollar
                             value of the  accumulation  units  in the  Separate
                             Account.

  STATE PREMIUM TAXES        The  Policy  Value  will be  reduced  by any  state
                             premium  taxes  which  SBL  is  required  to pay on
                             behalf of this Policy.

NONFORFEITURE

  POLICY VALUE               The  Policy  Value  will  be as  explained  in  the
                             Valuation  portion of this Policy.  SBL will notify
                             the Owner  annually  of the  Policy  Value to date.
                             This Policy will cease to have a Policy Value after
                             termination  of this  Policy,  death  benefits  are
                             paid, or the Effective Date of a Settlement Option.

  TERMINATION                The Owner may terminate the Policy or withdraw part
  VALUE                      of the Policy  Value any time prior to the Maturity
                             Date The request for termination or withdrawal must
                             be sent to the Home Office of SBL in writing.  When
                             SBL  receives  the  request  it  will  determine  a
                             Termination  Value and pay the Termination Value to
                             the Owner.

                             The Termination Value will be the value asked to be
                             withdrawn  reduced  by  a  Withdrawal  Charge.  The
                             Withdrawal  Charge will be the product of 'a' times
                             'b' where:

                               a - is the value asked to be withdrawn.

                               b - is the appropriate  Withdrawal  Charge Factor
                                   shown on the Policy Specifications pages.

                                      -10-
<PAGE>

NONFORFEITURE
  (CONTINUED)

  TERMINATION                The  value  of 'a' in the  above  product  will  be
  VALUE (CONTINUED)          reduced if, at the time the  request is  processed,
                             either or both of 1 or 2 occur:

                               1.  The value  asked to be  withdrawn  is greater
                                   than the total of the following:

                                   i.    total  purchase  payments  received  by
                                         SBL;

                                   ii.   plus  any   amount  by  which  'a'  was
                                         reduced  because  of item 1 or 2 at the
                                         time of any prior withdrawal;

                                   iii.  less  total  prior  values  asked to be
                                         withdrawn from this Policy.

                               2.  This is the first  withdrawal  processed this
                                   year and at the time  more  than one year has
                                   elapsed from the Policy Date.

                             For item 1, 'a' will be the value  defined  in item
                             1.  For item 2,  'a'  will be  reduced  by the Free
                             Withdrawal  Amount.  The Free Withdrawal  Amount is
                             the  product of the Policy  Value,  at the time the
                             request  is  processed,  times the Free  Withdrawal
                             Factor shown on the Policy Specifications pages. In
                             the case where both item 1 and 2 apply, 'a' will be
                             reduced  by  the   greater  of  the  two   possible
                             reductions.  In no case will the Withdrawal  Charge
                             be less than zero.

                             If a request to withdraw  part of the Policy  Value
                             does not state  which of the Series or the  General
                             Account the value is to be withdrawn from, SBL will
                             deplete  the  Policy  Value  of the  Series  in the
                             descending  order listed under the Separate Account
                             section of the  Policy  Specifications  pages.  The
                             General Account will be the last to be depleted.

                             When part of the  Policy  Value is  withdrawn,  the
                             Policy  Value will be reduced by the value asked to
                             be withdrawn.

                             If the value asked to be withdrawn would reduce the
                             Policy Value by 90% or more, SBL may terminate this
                             Policy  and pay the  Owner  the  total  Termination
                             Value.

                             The  Termination  Value will always equal or exceed
                             the minimum required by law.

                             This Policy will cease to be in force upon  payment
                             of the total Termination Value.

                             Payment of any Termination  Value from the Separate
                             Account  will be made  within 7 days of the day the
                             request  is  received  at the Home  Office  of SBL,
                             except  that a day on  which  one of the  following
                             events occur will not be counted as one of the 7:

                               1.  The New York Stock  Exchange is closed except
                                   for holidays or weekends.

                               2.  The Securities and Exchange  Commissions  has
                                   determined that trading on the New York Stock
                                   Exchange is restricted.

                               3.  The   Securities   and  Exchange   Commission
                                   permits postponement and so orders.

                               4.  An  emergency   exists,  as  defined  by  the
                                   Securities and Exchange  Commission,  so that
                                   valuation   of  the  assets  or  disposal  of
                                   securities is not reasonably practicable.

                             The  payment  of any  Termination  Value  from  the
                             General  Account  may be  deferred  by SBL  for the
                             amount of time  permitted  by law. The payment will
                             not be  deferred  for more than six months from the
                             day the request is received by SBL.

  FORCED                     SBL may, at its option,  terminate  this policy and
  TERMINATION                pay the  Policy  Value to the  Owner  whenever  the
                             following  conditions  exist  for both  the  Policy
                             Value in the General and Separate Accounts.

                             For the General Account prior to or at the Maturity
                             Date the following two (2) conditions exist:

                               1.  purchase  payments  have not been received by
                                   SBL for this Policy for two full years.

                               2.  the  Policy  Value  in  the  General  Account
                                   projected  to  the   Maturity   Date  at  the
                                   guaranteed  interest  rate  would  produce  a
                                   monthly  installment  of less  than $20 under
                                   the settlement  option that will be in effect
                                   at the Maturity Date under this Policy.

                             For the Separate Account when either condition 1 or
                             2 exist:

                               1.  if at the  Maturity  Date the Policy Value in
                                   the  Separate  and  General  Accounts is less
                                   than $2,000, or would provide a total initial
                                   annuity  installment  of  less  than  $20 per
                                   month under the settlement  option which will
                                   be in effect at the Maturity Date.

                                      -11-
<PAGE>

NONFORFEITURE
  (CONTINUED)

  FORCED                       2.  if prior  to the  Maturity  Date no  purchase
  TERMINATION                      payments  have been  received  for the Policy
  (CONTINUED)                      for a period  of two full  years  and both of
                                   the following conditions exist:

                                   a.  the total purchase  payments received for
                                       this   Policy   reduced  to  reflect  any
                                       partial  withdrawal from the Policy Value
                                       is less than $2,000.

                                   b.  the total Policy Value of the General and
                                       Separate Account is less than $2,000.

SEPARATE ACCOUNT
PROVISIONS

  INTRODUCTION               This portion of this Policy contains the provisions
                             relating  to the  Separate  Account of SBL to which
                             the  Owner of this  Policy  may  allocate  purchase
                             payments. The Separate Account and Series are shown
                             in the  Separate  Account  section  of  the  Policy
                             Specifications pages.

  OWNERSHIP OF               SBL  has  exclusive  and  absolute   ownership  and
  SEPARATE ACCOUNT           control of the assets of the Separate Account.  The
                             Owner  of  this  Policy  is  entitled  to  vote  at
                             meetings  of Owners of  policies  of this  class as
                             required under the Investment  Company Act of 1940.
                             SBL will send the  Owner at least  once each year a
                             report  stating  the number of  accumulation  units
                             credited to his account, a statement of investments
                             held by each  Fund,  proxy  material,  and a voting
                             form.

  SEPARATE ACCOUNT           The  Separate  Account  which  is  invested  in the
  DEFINED                    Series,  as  shown  on  the  Policy  Specifications
                             pages,  has been  established by SBL under the laws
                             of  Kansas.   The   Separate   Account  is  a  unit
                             investment   trust.   When  used  in  this  Policy,
                             Separate Account will mean the assets of SBL in the
                             Separate Account shown on the Policy Specifications
                             Pages.  The Separate Account was established by SBL
                             to  provide  variable  benefits  for this  class of
                             policies.  The income,  gains,  and losses from the
                             Separate  Account  will be charged  to it,  without
                             regard  to  the   experience   of  other   Separate
                             Accounts.

  FUNDS DEFINED              The  Series  of  the  Separate   Account  each  are
                             invested  wholly in the  Series of the  Fund(s)  as
                             shown on the Policy Specifications pages. The Funds
                             are  diversified,  open-end  management  investment
                             companies  registered under the Investment  Company
                             Act of 1940.

  GUARANTEED                 A   guaranteed   annuity   is   an   annuity   with
  ANNUITY DEFINED            installments  which  are  guaranteed  as to  dollar
                             amount throughout the payment period. The reserves,
                             required  by  law to be  maintained,  to  fund  the
                             installments will be held in the General Account of
                             SBL. The installments for a guaranteed annuity must
                             be at least $25.00.

  VARIABLE ANNUITY           In contrast,  a variable annuity is an annuity with
  DEFINED                    installments   varying  with  the  net   investment
                             results of a Series  within the  Separate  Account.
                             The first  installment  is  determined by using the
                             values in Table A or B and settlement options 1, 2,
                             3, or 4 of the Payment of Benefits  portion of this
                             Policy.  Also, other reasonable  provisions for the
                             first  installment  can be made. Any such provision
                             must be agreed to by SBL.

                             After the first  installment  is  determined  for a
                             particular  Series the  number of annuity  units is
                             determined by dividing the first installment by the
                             annuity  unit  value  for that day for each  Series
                             from which  installments are to be made. The amount
                             of each  subsequent  installment  is that number of
                             annuity  units  for the  Series  multiplied  by the
                             annuity  unit  value for the Series for the day the
                             installment is due. The sum of the installments for
                             all  Series  and the  General  Account is the total
                             installment the payee will receive.

                             The first  installment  from each Series must be at
                             least $25.00.  If at any time any installment  from
                             any Series becomes less than $25.00, SBL may change
                             the frequency of  installments.  The change will be
                             such as will  result  in  installments  of at least
                             $25.00.

                             SBL  guaranteed  that  the  dollar  amount  of  any
                             variable  annuity  installment will not be affected
                             by the mortality experience of the payees. SBL also
                             guarantees  that the variable  annuity  installment
                             will not be  affected  by the  actual  expenses  of
                             administering the benefits.

                             For the life contingent variable annuity settlement
                             options  1, 2, 3, or 4  annuity  units  will be the
                             accounting  device used to  calculate  the periodic
                             installments.   For  nonlife  contingent   variable
                             annuity settlement options 5, 6, and 7 accumulation
                             units will be the accounting  device.  Accumulation
                             units will be redeemed at current  value to pay the
                             periodic  installments  until  the  benefit  amount
                             applied  adjusted  for  investment  experience  and
                             expense charges is depleted.

                             At the time of election of a Settlement  Option, it
                             may be specified how the total benefit amount is to
                             be  allocated  between  the Series and the  General
                             Account for calculation of the first  installments.
                             If the  allocation  is not  specified,  the benefit
                             amount as it then  exists  among the Series and the
                             General  Account will be applied to  calculate  the
                             first installments.

                                      -12-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS
(CONTINUED)

  VALUING FIRST              For  calculating  the  first   installment  for  an
  ANNUITY                    annuity,   the  value  of  the  accumulation  units
  INSTALLMENT                applied to  settlement  options 1, 2, 3, or 4, will
                             be the value at the end of the  second  day  before
                             the first installment is paid.

                             For  settlement  options  5, 6, and 7, the value of
                             the accumulation units applied will be the value on
                             the day the installment is paid.

  INVESTMENT                 The Gross Investment Factor (GIF) for any day for a
  FACTORS                    Series of the  Separate  Account  is equal to value
                             'a' divided by value 'b'.  For each  Series,  value
                             'a' is the sum of the net asset  value per share of
                             the  Series of the  Fund(s)  in which the Series is
                             invested  at the close of business on that day plus
                             the dividends or other  distributions  per share on
                             that  day.  Value  'b' is the net  asset  value per
                             share at the  close of  business  on the  preceding
                             day.  On days when the New York Stock  Exchange  is
                             not open for trading,  the GIF is one. No purchase,
                             benefit,  or  installment  payments will be made on
                             days when the New York Stock Exchange is closed.

                             The Net  Investment  Factor (NIF) for any day for a
                             Series is the GIF for the Series less the Actuarial
                             Risk  Fee  (ARF)  and  less  a  deduction  for  any
                             increases  in the income tax expense for the Series
                             for  the  day.  The  ARF is  shown  on  the  Policy
                             Specifications pages.

  ACCUMULATION               The value of an  accumulation  unit for each Series
  UNIT VALUES                of the Separate  Account on any day is equal to 'a'
                             divided  by 'b'.  For each  Series,  'a' is the net
                             asset  value  (NAV) of the  shares of the Series of
                             the Fund(s) in which the Series is invested reduced
                             by:

                               1.  The  product  of  the   previous   day's  NAV
                                   multiplied by the ARF.

                               2.  Any   deduction  for  provision  for  federal
                                   income tax.

                             For each Series,  'b' is the number of accumulation
                             units of the  Series at the  beginning  of the day.
                             The value of an  accumulation  unit may increase or
                             decrease.

                             Dividend and other cash  distributions  made by the
                             Series  of  the  Fund(s)  to  the  Series  will  be
                             reinvested in additional  mutual fund shares of the
                             same  Series  of the  Fund(s)  and the  value of an
                             accumulation  unit will be  increased.  The Charges
                             and  Fees,   explained   in  that  section  of  the
                             accumulation   units   credited  to  this   Policy.
                             Purchase  payments amounts allocated to each Series
                             will  be  used  by  SBL  to   purchase   additional
                             accumulation  units of that  Series.  The number of
                             units purchased will be the amount allocated to the
                             Series  divided  by the  value of one  accumulation
                             unit for the Series on the day the purchase payment
                             is received  by SBL.  Benefit  payments  because of
                             death  or by  withdrawal  of  part  or  all  of the
                             Termination Value will result in a reduction of the
                             number  of  accumulation  units  credited  to  this
                             Policy.   The  reduction   will  be  sufficient  to
                             generate the necessary Policy Value change.

  ANNUITY UNIT               The annuity unit value  associated with a Series of
  VALUES                     the Separate  Account for any day is  determined by
                             multiplying   the   annuity   unit  value  for  the
                             immediately  preceding  day by the  product  of 'a'
                             times 'b'.

                               a - is the NIF for the  Series for the second day
                                   preceding  the date for  which  the  value is
                                   being determined.

                               b - is the daily Interest  Neutralization  Factor
                                   (INF) of .9999057540.

                             The  INF is  required  to  neutralize  the  assumed
                             interest  rate  built into Table A and B. The value
                             of an annuity unit may  increase or  decrease.  The
                             first  annuity  unit  value and the date it was set
                             for each  Series is shown in the  Separate  Account
                             Section of the Policy Specifications pages.

  SPLITTING UNITS            SBL has the right to split the value of any annuity
                             or accumulation unit if such is deemed to be in the
                             best interest of the Owner,  the Annuitant and SBL.
                             Any split made will be made equitable and will have
                             no material  effect on the benefits and  provisions
                             of the Policy.

  FLUCTUATION                The  Policy  Value  and  Termination  Value  of the
  OF VALUES                  Separate  Account  may be less than the total value
                             of the purchase  payments  allocated to it adjusted
                             for withdrawals,  transfers, and benefits. SBL does
                             not  generate  the  investment  performance  of the
                             Series of the Fund(s) in which the Separate Account
                             is invested.

                                      -13-
<PAGE>

                       A BRIEF DESCRIPTION OF THIS POLICY


This is a FLEXIBLE PREMIUM DEFERRED RETIREMENT ANNUITY POLICY:

- - Benefit  installments begin on the Maturity Date using the method as specified
  in this Policy.

- - A Death Benefit is payable if the Annuitant dies prior to the Maturity Date.

- - Flexible  purchase  payments are payable  until the Maturity Date or until the
  prior death of the Annuitant.

ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000


<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                   A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS




Security  Benefit  Life,  subject  to the  terms  of this  Policy,  will pay the
following benefits:

1.  Annuity installments to each Participant,  if living on the Retirement Date,
    derived  from  applying  the  Retirement  Value to a  settlement  option  as
    specified in a Participant's Certificate.

2.  The Death  Benefit  when due proof of the  Participant's  death prior to the
    Retirement  Date is  received at the Home  Office at 700  Harrison,  Topeka,
    Kansas 66636-0001.

SBL, when used in this Policy, means Security Benefit Life Insurance Company.




             ROGER K. VIOLA                        HOWARD R. FRICKE
                Secretary                             President




                       A BRIEF DESCRIPTION OF THIS POLICY


This is a GROUP FLEXIBLE PREMIUM ALLOCATED ANNUITY POLICY:

- - Benefit  installments  begin  on the  Retirement  Date  using  the  method  as
  specified in a Participant's Certificate.

- - A Death Benefit is payable if a Participant dies prior to his Retirement Date.

- - Flexible purchase  payments are payable until a Participant's  Retirement Date
  or until the prior death of the Participant.

ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000



GV6316 (1-88)
<PAGE>

                                 A GUIDE TO THE
                            PROVISIONS OF YOUR POLICY


PROVISION                           CONTENTS

POLICY SPECIFICATIONS               Participant, dates, plan, policy number,
                                    fees & charges, factors, interest rates,
                                    separate account./PG 3

DEFINITIONS                         Plan, participant,  annuitant, certificate,
                                    inactive participant, certificate value,
                                    retirement annuity, statement of
                                    participant, purchase payment./PG 4

GENERAL PROVISIONS                  Introduction, the contract, individual
                                    certificates, misstatement of age or sex,
                                    claims of creditors, dates, facility of
                                    payment, evidence of survival, due proof of
                                    death, change of contract./PG 5

OWNER                               Rights of Owner, change of ownership (if
                                    allowed)./PG 5-6

ANNUITY PROVISIONS                  Method  of  payment, retirement value,
                                    retirement date./PG 6

DEATH BENEFIT                       Benefit amount, effect on policy./PG 6

BENEFICIARY                         Designation and way to change, distribution
                                    of benefits./PG 6

PAYMENT OF ANNUITY BENEFITS         Way benefits may be paid, settlement
                                    options, additional provisions./PG 6-9

PURCHASE PAYMENTS                   Payment of purchase payments./PG 10

VALUATION                           Value of General Account, Separate Account,
                                    state premium taxes, total policy value./PG
                                    10-11

NONFORFEITURE                       Policy value, termination value/forced
                                    termination./ PG 11-12

SEPARATE ACCOUNT PROVISIONS         Introduction, ownership of Separate Account,
                                    Separate Account defined, funds defined,
                                    guaranteed annuity, variable annuity,
                                    valuing first annuity installment,
                                    investment factors, accumulation unit value,
                                    annuity unit value, splitting units,
                                    fluctuation of values./PG 12-14

APPLICATION                         Owner.

<PAGE>

                              POLICY SPECIFICATIONS


POLICY NUMBER:       Specimen                     POLICY DATE:  December 1, 1987

OWNER OF POLICY:     Trustees of ABC Unified School District TDA Plan

PLAN:                The ABC Unified School District, Any City, Kansas
                     Tax Deferred Annuity Plan

DATE OF ISSUE        December 31, 1987
  OF POLICY:

ISSUE JURISDICTION   This Policy is issued in Kansas and is subject to its
                     jurisdiction.

PARTICIPANT          Any employee,  member,  or other person who participates in
                     the Plan and who is covered under this Policy.

RETIREMENT DATE      The date elected by the Owner on which annuity installments
  (NRD):             are to begin for a participant.  The date must be the first
                     or fifteenth of a calendar month.

OWNERSHIP AND        Ownership of this Policy may not be transferred nor may it
  ASSIGNMENT:        be assigned or pledged to anyone other than to SBL.

<PAGE>

                              POLICY SPECIFICATIONS


FEES & CHARGE FOR            A $30.00 per year fee will be charged  against  the
  CERTIFICATES ISSUED        Certificate  Value  of  each  Participant  on  each
  WITHIN ONE YEAR OF THE     December  31st  and  the  date  the  Certificate is
  POLICY DATE:               terminated  (first  and  last  policy  fee prorated
                             to the  nearest  $1).  No charge will be made after
                             the Effective Date of Settlement Option 1, 2, 3, or
                             4 for  the  Participant.  The  charge  will be made
                             sequentially  against  the  Series  listed  in  the
                             Separate  Account section in descending  order. The
                             General Account will be the last subject to charge.
                             Each  Series  will be  depleted  before the next is
                             charged.

WITHDRAWAL CHARGE
  FACTOR FOR                 Certificate Year at
  CERTIFICATES ISSUED              Time of                            Withdrawal
  WITHIN ONE YEAR OF             Termination                            Charge
  THE POLICY DATE:
                                     1                                   .08
                                     2                                   .07
                                     3                                   .06
                                     4                                   .05
                                     5                                   .04
                                     6                                   .03
                                     7                                   .02
                                     8                                   .01
                                 9 or later                              .0

FREE WITHDRAWAL              .10
  FACTOR FOR
  CERTIFICATES ISSUED
  WITHIN ONE YEAR OF
  THE POLICY DATE:

GUARANTEED INTEREST          3.5% for all years.
  RATES FOR CERTIFICATES
  ISSUED WITHIN ONE YEAR
  OF THE POLICY DATE:

                                      -3A-
<PAGE>

                              POLICY SPECIFICATIONS


SEPARATE ACCOUNT:            The Owner  may allocate  purchase  payments  to the
                             following  SBL  Separate  Account and the Series in
                             which the Separate  Account is  invested.  Purchase
                             payments may be allocated to the General Account of
                             SBL.

                             Separate Account: VARIFLEX, containing:

                             Money Market Series:  Which is invested in Series C
                               of SBL Fund.  Annuity Unit value was set at $1 on
                               04-01-84.  Accumulation Unit value was set at $10
                               on 04-23-84.

                             High Grade  Income  Series:  Which is  invested  in
                               Series E of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-24-85.  Accumulation  Unit value was
                               set at $10 on 04-24-85.

                             Global Aggressive Bond Series: Which is invested in
                               Series K of SBL Fund.  Annuity Unit value was set
                               at $1 on  05-01-95.  Accumulation  Unit value was
                               set at $10 on 05-01-95.

                             Growth-Income Series: Which is invested in Series B
                               of SBL Fund.  Annuity Unit value was set at $1 on
                               04-01-84.  Accumulation Unit value was set at $10
                               on 04-23-84.

                             Equity Income Series: Which is invested in Series O
                               of SBL Fund.  Annuity Unit Value was set at $1 on
                               05-01-95.  Accumulation Unit value was set at $10
                               on 05-01-95.

                             Managed Asset Allocation Series:  Which is invested
                               in Series N of SBL Fund.  Annuity  Unit value was
                               set at $1 on  05-01-95.  Accumulation  Unit value
                               was set at $10 on 05-01-95.

                             Specialized  Asset  Allocation  Series:   Which  is
                               invested  in Series M of SBL Fund.  Annuity  Unit
                               value  was  set at $1 on  05-01-95.  Accumulation
                               Unit value was set at $10 on 05-01-95.

                             Growth Series: Which is invested in Series A of SBL
                               Fund.  Annuity  Unit  value  was  set  at  $1  on
                               04-01-84.  Accumulation Unit Value was set at $10
                               on 04-23-84.

                             Worldwide  Equity  Series:  Which  is  invested  in
                               Series D of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-01-84.  Accumulation  Unit value was
                               set at $10 on 04-23-84.

                             Social  Awareness  Series:  Which  is  invested  in
                               Series S of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-23-91.  Accumulation  Unit value was
                               set at $10 on 04-23-91.

                             Emerging Growth Series: Which is invested in Series
                               J of SBL Fund.  Annuity  Unit value was set at $1
                               on 10-01-92.  Accumulation  Unit value was set at
                               $10 on 10-01-92.

ACTUARIAL RISK FEE:          Accumulation Units:  .00003307502 (1.2% Annually)
  (ARF)                      Annuity Units:  .00003307502 (1.2% Annually)

ALLOCATION FEE FOR           $0.00
  CERTIFICATES ISSUED
  WITHIN ONE YEAR OF
  THE POLICY DATE:

                                      -3B-
<PAGE>

                              POLICY SPECIFICATIONS


MINIMUM PURCHASE             The amount of each purchase payment is allocated to
  PAYMENT:                   more than  one Series  or the  General Account  for
                             each Participant must be at least $25.00.

CHANGE OF ACCOUNT            For  each  Certificate,  the Owner  may change  the
  ALLOCATIONS:               allocation  of  future  purchase   payment  to  the
                             General Account and the various  Series.  To make a
                             change,  a written  notice  must be received in the
                             Home  Office of SBL.  No change  can be made  which
                             allocates  less than the  equivalent  of $25.00 per
                             month  for  each  Certificate  to a  Series  or the
                             General  Account.  There  will be no charge for the
                             first   allocation   change  in  a  year  for  each
                             Certificate.  For each additional change in a year,
                             a  charge  of  an  allocation  fee  (shown  on  the
                             Certificate  Specifications  pages) will be made. A
                             change  in  allocation  will  not  affect  purchase
                             payment allocations before the change.

METHOD OF CHARGING           The  fees  discussed  in  the   Change  of  Account
  ALLOCATION FEE:            Allocations section will be charged sequentially to
                             the   Certificate   Value  in  the  Series  in  the
                             descending  order  shown  in the  Separate  Account
                             section.  Each  Series'  Certificate  Value will be
                             depleted  before the next is  charged.  The General
                             Account will be the last charged.

                                      -3C-
<PAGE>

                              POLICY SPECIFICATIONS


TRANSFER  RIGHTS             The  Owner  may  transfer  part  of the Certificate
  (PRIOR TO THE              Value  between the  various  Series and the General
  EFFECTIVE DATE OF A        Account  once every 30 days.  A transfer fee (shown
  SETTLEMENT OPTION):        on the  Certificate  Specifications  pages) will be
                             charged  after the first  transfer in a certificate
                             year. A transfer  within 30 days of the  Retirement
                             Date  can be made  without  charge.  The  total  of
                             dollar amounts transferred from the General Account
                             during a certificate year for a Certificate will be
                             limited  to the  greatest  of the  three  following
                             values:

                             1.  Five thousand dollars ($5000.00).

                             2.  One   third   (1/3)  of  the   amount   of  the
                                 Certificate Value in the General Account at the
                                 time of transfer.

                             3.  The product of multiplying "a" by "b", where:

                                 "a" is the total of dollar amounts  transferred
                                 from the General  Account  during the  previous
                                 certificate year.

                                 "b" is 1.2.

SETTLEMENT OPTION,           Once installments have begun,  the Owner may elect,
  TRANSFER AFTER FIRST       once each calendar  year, to convert  annuity units
  INSTALLMENT:               of one Series to annuity  units of another  Series.
                             The  conversion  cannot  be made  within  the 5 day
                             period   prior   to  and   including   the  day  an
                             installment is to be paid.  Conversions  that would
                             have been made  during  this 5 day period  shall be
                             made on the  business  day  after  the  installment
                             payment date.  This right to convert  annuity units
                             does not  include  the right to  convert a variable
                             annuity of any Series  into a  guaranteed  annuity.
                             Neither may a guaranteed  annuity be converted to a
                             variable annuity of any Series.  The amount of each
                             installment  for a payee after the conversion  must
                             still be at least $25.00 for each Series.

TRANSFER FEE:                $10.00

METHOD OF CHARGING           The fee  discussed  in the Transfer  Rights section
  TRANSFER FEE:              will be  charged  sequentially  to the  Certificate
                             Value in the Series in the  descending  order shown
                             in  the  Separate  Account  section.   Each  Series
                             Certificate  Value will be depleted before the next
                             is charged.  The General  Account  will be the last
                             charged.

                                      -3D-
<PAGE>

DEFINITIONS

  PLAN                       As used  in this  Policy,  the  plan  shall  mean a
                             document or agreement  which provides the authority
                             for purchase of the Policy for the  Participant(s).
                             The Plan must meet the  requirements of the section
                             of  the  Internal  Revenue  Code  as  shown  on the
                             Application. The Plan is not a part of this Policy.
                             SBL assumes no obligation  under the Plan. The Plan
                             is mentioned merely for reference purposes.

  PARTICIPANT                An eligible  employee,  member, or other person who
                             participates in the Plan.

  ANNUITANT                  A participant who is receiving  Retirement  Annuity
                             installments under this Policy.

  CERTIFICATE                The document  containing the provisions relating to
                             the Certificate Value of a Participant.

  INACTIVE                   A  Participant  for  whom  purchase  payments  have
  PARTICIPANT                ceased  before  his  Retirement   Date,  but  whose
                             Certificate still is in force and has a value.

  CERTIFICATE                The  accumulated  value  of the  purchase  payments
  VALUE                      credited to the General and Separate Accounts for a
                             Participant.   (See   valuation   portion  of  this
                             Policy.)

  RETIREMENT                 A  series  of  installments  purchased  under  this
  ANNUITY                    Policy  for  a  Participant  by  application  of  a
                             benefit   amount   under  the  Payment  of  Annuity
                             Benefits portion of his Certificate.

  STATEMENT OF               The form  completed  by a  Participant  showing all
  PARTICIPANT                personal   data,   including   Account  and  Series
                             allocation.

  PURCHASE                   The amount  contributed  each payment period by the
  PAYMENT                    Owner on behalf of each  participant.  The purchase
                             payment excludes any  underwriting  charges and any
                             premium for  benefits  provided  by rider.  In this
                             Policy premium will mean the amount required by SBL
                             for benefits provided by rider.

                                      -4-
<PAGE>

GENERAL PROVISIONS

  INTRODUCTION               This  Policy  is a Group  Retirement  Annuity.  The
                             first annuity  installment for each  Participant is
                             determined  from  his  Retirement   Value  and  the
                             Settlement Option Rate.

  THE CONTRACT               The  entire  contract  between  the  Owner  and SBL
                             consists of the Application,  this Policy,  and any
                             endorsements  or riders  attached to the Policy.  A
                             copy of the  Application is attached to this Policy
                             at issue.  All statements  made in the  Application
                             will,   in  the   absence   of  fraud,   be  deemed
                             representations and not warranties. SBL will use no
                             statement  made by or on behalf of any  Participant
                             or  Annuitant  in  defense  to a claim  under  this
                             Policy unless it is in the written  Application  or
                             Statement  of   Participant.   Any  change  in  the
                             contract can be made only with the written  consent
                             of  the  President,   a  Vice  President,   or  the
                             Secretary of SBL.

  INDIVIDUAL                 SBL will issue a Certificate  to each  Participant.
  CERTIFICATES               Each   Certificate   will  show  in  substance  the
                             benefits to which the Participant is entitled under
                             this Policy.

  MISSTATEMENT OF            If the age or the  sex of any  Annuitant  has  been
  AGE OR SEX                 incorrectly  stated, the benefits under this Policy
                             will be those  the  purchase  payments  would  have
                             purchased for the correct age and sex.

  CLAIMS OF                  The Certificate  Values,  Termination  Values,  and
  CREDITORS                  benefits  under this Policy will be exempt from the
                             claims of creditors to the extent permitted by law.

  DATES                      Years,  months and anniversaries  pertaining to the
                             Policy are all measured  from the Policy Date.  All
                             such dates are shown on the  Policy  Specifications
                             pages. Years, months, and anniversaries  pertaining
                             to  Certificate  Value  are all  measured  from the
                             Certificate  Date.  All such dates are shown on the
                             Certificate Specifications pages.

  FACILITY OF                In some cases a payee will,  in the opinion of SBL,
  PAYMENT                    not be able,  for  physical or mental  reasons,  to
                             give a good receipt and  discharge  for any benefit
                             payment due. In this case,  SBL may make payment of
                             the amount  due in  installments  to those  persons
                             whom SBL believes are caring for and supporting the
                             payee. The installment  under this section will not
                             be greater  than $250 per month.  The  installments
                             under this  section  will stop when a claim is made
                             by   a   duly    appointed    guardian   or   legal
                             representative  of  the  payee.   Payment  to  such
                             persons will  discharge SBL from  liability for the
                             installments    paid.    SBL   will    assume    no
                             responsibility   for   the   proper   use   of  the
                             installments paid under this section.

  EVIDENCE OF                SBL may  require  proof that any payee is living on
  SURVIVAL                   any date a  payment  or  installment  is due to the
                             payee. The proof must be satisfactory to SBL.

  DUE PROOF OF               Any of the  following  items will be  sufficient as
  DEATH                      due proof of death:

                               1.  A copy of a certified death certificate.

                               2.  A copy of a  certified  decree  of a court of
                                   competent  jurisdiction  as to the finding of
                                   death.

                               3.  A written  statement by a medical  doctor who
                                   attended the deceased Participant.

                               4.  Any proof satisfactory to SBL.

  CHANGE OF                  SBL  may   unilaterally   amend  the   Policy   and
  CONTRACT BY SBL            Certificates to comply with laws and regulations to
                             which SBL may be subject. SBL may also unilaterally
                             amend the Policy and  Certificates  to comply  with
                             changes in the Internal  Revenue  Code.  SBL is not
                             obligated  to  make  these  amendments.  SBL  shall
                             provide  advance  notice  to the  Owner of any such
                             amendment.  Anytime after the Date of Issue SBL may
                             change any of the terms of this  Policy  which will
                             apply to new Participants.

  CHANGE OF                  The  Owner of this  Policy  and SBL may be  written
  CONTRACT BY                agreement  change  the  terms of this  Policy.  The
  MUTUAL AGREEMENT           change  may be  made  retroactive  to the  Date  of
                             Issue.

OWNER

  RIGHTS OF OWNER            The  Owner of this  Policy  is shown on the  Policy
                             Specifications pages.

                             The Owner has all rights in this Policy.

                             The  Owner has all of the  rights in a  certificate
                             while the Participant is living.

                             With the  approval of the Owner a  participant  may
                             exercise  some or all the  rights of the Owner with
                             respect  to  the  provisions  of  the   Certificate
                             purchased  under the terms of this  Policy  for the
                             participant.

                             Anytime  prior to 30 days  before  a  Participant's
                             Retirement  Date, the Owner,  while the Participant
                             is living,  may elect to have the Termination value
                             for a Participant  applied under Settlement Options
                             1, 2, 3, 4, or 5.

                             Anytime  prior to 30 days  before  a  Participant's
                             Retirement  Date, the Owner may transfer,  with the
                             approval  of  SBL,  the  Termination   Value  of  a
                             Participant  to another Policy being issued by SBL.
                             This  privilege  is  allowed in  anticipation  of a
                             Participant's retirement.

                                      -5-
<PAGE>

OWNER (CONTINUED)

  CHANGE OF                  If allowed by the Assignment  section of the Policy
  OWNERSHIP                  Specifications Pages, the Owner can designate a new
                             owner by written  notice  satisfactory  to SBL. The
                             change in ownership will take effect as of the date
                             the notice was  signed.  The change will be subject
                             to any payment  made or other  action  taken by SBL
                             before  the  change was  received  by SBL.  SBL may
                             require the Policy for endorsement.

 ANNUITY PROVISIONS

  METHOD OF                  If the  Participant  of a certificate  is living on
  PAYMENT                    the Retirement  Date,  the Retirement  Value of the
                             certificate  will be  applied  to provide a 10 year
                             fixed period and life  annuity,  unless an optional
                             type of annuity is selected by the Owner during the
                             lifetime  of the  Participant  and 30 days prior to
                             the  Retirement  Date. The  installments  under the
                             annuity  will  be  paid  to  the  Participant.  The
                             optional types of annuity  benefits are outlined in
                             the settlement options provisions beginning on page
                             6.  Other  reasonable  settlement  options  may  be
                             available  with the approval of SBL. The Retirement
                             Value will not be paid as a single cash payment.

  RETIREMENT VALUE           If applied under settlement  options 1, 2, 3, 4, 5,
                             6, or 7 the  Retirement  Value will be equal to the
                             Certificate Value.  Amount applied under Options 5,
                             6, and 7 will  continue to be subject to withdrawal
                             charges on nonscheduled amounts withdrawn. The free
                             withdrawal  provision  will  not be  applicable  to
                             these nonscheduled amounts withdrawn.

  RETIREMENT DATE            The  Retirement  Date is shown  in the  Certificate
                             Specifications.  In some cases, the Retirement Date
                             may be earlier than 10 years after the  Certificate
                             Date.  In this case,  the Owner may elect to extend
                             the  Retirement  Date  up to  10  years  after  the
                             Certificate   Date.   In  all  other   cases,   the
                             Retirement  Date may  only be  changed  with  SBL's
                             approval.

DEATH BENEFIT

  BENEFIT AMOUNT             SBL will pay a death benefit to the Beneficiary if:
                             1)  due  proof,   satisfactory   to  SBL,   of  the
                             Participant's death is received at the Home Office;
                             and  2)  such  proof  is  received   prior  to  the
                             Retirement Date; and 3) the  Participant's  age was
                             75 or younger at time of death.  The death  benefit
                             will be the greater of 'a' or 'b' where:

                               a - is the Certificate Value for the Participant.

                               b - is  the  total  of  all   purchase   payments
                                   received by SBL for the certificate  less the
                                   total of all Termination  Values paid for the
                                   Participant.

                             If the  Participant was older than age 75 as of the
                             death  of  death,  the  death  benefit  will be the
                             Termination Value.

  EFFECT ON POLICY           If applied under one of the settlement options, the
                             date of death of the Participant will be treated as
                             the   Retirement   Date.  If  taken  in  cash,  the
                             certificate  will cease to be in force upon payment
                             of the death benefit.

BENEFICIARY

  BENEFICIARY                The Beneficiary of any Participant will receive the
  DESIGNATION AND            benefits,  if any, under this Policy in the case of
  THE WAY TO                 the death of the Participant  while his Certificate
  CHANGE IT                  is still in force.  The Beneficiary is named in the
                             Statement of Participant.  However, the Beneficiary
                             may  be   changed   by   the   Owner   during   the
                             Participant's lifetime. To make a change, a written
                             notice,  satisfactory  to SBL,  must be received at
                             the Home Office.  The change will take effect as of
                             the  date  the  notice  was  signed,  even  if  the
                             Participant has died before SBL receives it, unless
                             SBL has already paid the benefits.  SBL may require
                             this Certificate for endorsement.

  DISTRIBUTION OF            More than one primary beneficiary may be named. The
  BENEFITS                   share each is to receive may also be specified. The
                             respective  shares  will  be  paid  to any  primary
                             beneficiary  alive at the death of the Participant.
                             If none  survive the  Participant,  payment will be
                             made to any contingent beneficiaries who are alive.
                             Surviving  Beneficiaries  in the  same  class  will
                             receive equal shares unless otherwise stated.

                             If no  Beneficiary  survives the  Participant,  the
                             benefits will be paid to the Participant's  estate.
                             If any  Beneficiary  dies within  twenty-four  (24)
                             hours after the  Participant,  the benefits will be
                             paid  as  if  the   beneficiary   died  before  the
                             Participant.

PAYMENT OF
ANNUITY BENEFITS

  THE WAY BENEFITS           Except for the life option,  the Owner,  during the
  MAY BE PAID                lifetime  of the  Participant  and 30 days prior to
                             the  Retirement  Date,  has the  right to choose to
                             have  the  benefit   amount  paid  in  one  of  the
                             following  ways. In the event of the  Participant's
                             death,  the  Beneficiary  may  choose  one  of  the
                             options.  To make an  election,  a written  notice,
                             satisfactory  to SBL,  must be received at the Home
                             Office.  No election  can be put into effect  which
                             requires  SBL to make a  periodic  payment  of less
                             than $25.00.

                             For  settlement  options  1, 2, 3, and 4  reference
                             should be made to the Separate  Account  portion of
                             this Policy.  In that portion the  definitions of a
                             guaranteed  and a variable  annuity,  and the basis
                             for the value of the second and later  installments
                             are given.

                                      -6-
<PAGE>

PAYMENT OF
BENEFITS (CONTINUED)

  SETTLEMENT                 1.  Life  Option:   Paid  in  annual,   semiannual,
  OPTIONS                        quarterly  or monthly  installments  during the
                                 lifetime  of  the  payee.  Table  A  shows  the
                                 minimum  first  monthly  installment  for  each
                                 $1,000 of benefit  amount  applied.  The option
                                 will only be available with SBL's approval.

                             2.  Life with Fixed Period Option:  Paid in annual,
                                 semiannual, quarterly, or monthly installments.
                                 A period of five, ten,  fifteen or twenty years
                                 may be specified. Installments will be paid for
                                 the length of the period, and after for as long
                                 as the payee  lives.  Table A shows the minimum
                                 first  installment  payable  monthly  for  each
                                 number of years for  $1,000 of  benefit  amount
                                 applied.

                             3.  Life with Unit Refund  Option:  Paid in annual,
                                 semiannual,  quarterly or monthly installments.
                                 Installments will be paid for the length of the
                                 period  obtained by dividing the benefit amount
                                 by the first installment, and for as long after
                                 as the payee  lives.  Table A shows the minimum
                                 first  monthly  installment  for each $1,000 of
                                 benefit amount applied.

                             4.  Joint and Last Survivor Option: Paid in annual,
                                 semiannual,  quarterly, or monthly installments
                                 to the  last  death  of the  payee  and a named
                                 secondary  payee.  Table  B shows  the  minimum
                                 first  monthly  installment  for each $1,000 of
                                 benefit amount applied.

                             5.  Fixed   Period   Option:    Paid   in   annual,
                                 semiannual,  quarterly or monthly  installments
                                 for a set number of years.  Any number of years
                                 of at least 5 and not over 20 may be specified.
                                 For variable annuity installments,  the initial
                                 installment  will be the  product  of 'a' times
                                 'b' where:

                                 a - is the accumulation  unit value for the day
                                     the installment is paid.

                                 b - is the number of accumulation units applied
                                     to the  option  divided  by the  number  of
                                     payments selected.

                                 The required number of accumulation  units will
                                 be   withdrawn   to   pay   this   installment.
                                 Subsequent installments will be calculated from
                                 the  number  of  accumulation   units  not  yet
                                 redeemed  and number of payments  remaining  in
                                 the selected period.

                                 For a guaranteed annuity, the installments will
                                 be  determined  by  SBL  and  will  reflect  an
                                 effective annual interest rate of not less than
                                 2.5%.

                             6.  Fixed Installment Option: Paid in equal annual,
                                 semiannual, quarterly, or monthly installments.
                                 The  installments  must be not less than  $6.25
                                 per $1,000 applied.  Installments  will be paid
                                 until the amount  applied,  adjusted  daily for
                                 investment  results  and  expense  charges,  is
                                 paid. On benefit  amounts placed in the General
                                 Account, interest on the unpaid balance will be
                                 paid at an  effective  yearly  rate of not less
                                 than 2.5% per year. The last  installment  will
                                 be the remaining amount left with SBL after the
                                 last  full  installment  is  paid.  As  of  the
                                 effective  date of the  settlement  option  the
                                 size of the  installment  must be such that the
                                 installments  are  expected  to  extend  for at
                                 least five years and not over twenty years.

                             7.  Deposit Option: Left on deposit with SBL in the
                                 General Account at an effective yearly interest
                                 rate of not  less  than 2% per  year.  Interest
                                 will be paid annually, semiannually,  quarterly
                                 or monthly as elected. Withdrawal of the amount
                                 left  on  deposit  may be  made  at  any  time.
                                 Withdrawals  from the  amount  left on  deposit
                                 will be subject to withdrawal charges.

                                      -7-
<PAGE>

                                     TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF PROCEEDS APPLIED

Age of      Option One                  Option Two                  Option Three
Payee         Life                Year Fixed Period Ends                Unit
              Only           5         10        15        20          Refund
- --------------------------------------------------------------------------------
MALE PAYEE
  55          4.45          4.44      4.41      4.37      4.30          4.31
  56          4.52          4.51      4.48      4.43      4.36          4.37
  57          4.60          4.59      4.56      4.50      4.42          4.44
  58          4.68          4.67      4.64      4.57      4.47          4.51
  59          4.77          4.76      4.72      4.65      4.53          4.58
  60          4.87          4.85      4.81      4.72      4.60          4.65
  61          4.97          4.95      4.90      4.80      4.66          4.73
  62          5.07          5.05      5.00      4.89      4.72          4.82
  63          5.19          5.17      5.10      4.97      4.79          4.90
  64          5.31          5.29      5.20      5.06      4.85          5.00
  65          5.44          5.41      5.32      5.15      4.92          5.09
  66          5.58          5.55      5.44      5.24      4.98          5.20
  67          5.73          5.69      5.56      5.34      5.05          5.30
  68          5.89          5.84      5.69      5.44      5.11          5.41
  69          6.06          6.00      5.82      5.54      5.17          5.53
  70          6.24          6.17      5.97      5.64      5.23          5.66
  71          6.43          6.35      6.11      5.74      5.29          5.79
  72          6.63          6.53      6.26      5.84      5.35          5.93
  73          6.84          6.73      6.41      5.94      5.40          6.07
  74          7.07          6.94      6.57      6.04      5.45          6.22
  75          7.31          7.16      6.74      6.14      5.50          6.38
FEMALE PAYEE
  55          4.11          4.11      4.10      4.08      4.05          4.05
  56          4.17          4.17      4.16      4.14      4.10          4.10
  57          4.23          4.23      4.22      4.19      4.15          4.15
  58          4.30          4.29      4.28      4.25      4.21          4.21
  59          4.37          4.36      4.35      4.32      4.27          4.27
  60          4.44          4.44      4.42      4.38      4.33          4.34
  61          4.52          4.51      4.49      4.45      4.39          4.40
  62          4.60          4.59      4.57      4.52      4.45          4.47
  63          4.69          4.68      4.65      4.60      4.52          4.55
  64          4.78          4.77      4.74      4.68      4.58          4.63
  65          4.88          4.87      4.84      4.76      4.65          4.71
  66          4.99          4.98      4.93      4.85      4.72          4.80
  67          5.10          5.09      5.04      4.94      4.79          4.89
  68          5.23          5.21      5.15      5.04      4.86          4.99
  69          5.36          5.34      5.27      5.14      4.94          5.09
  70          5.50          5.48      5.39      5.24      5.01          5.20
  71          5.65          5.62      5.53      5.35      5.08          5.32
  72          5.82          5.78      5.67      5.46      5.15          5.44
  73          5.99          5.95      5.81      5.57      5.22          5.57
  74          6.19          6.14      5.97      5.68      5.29          5.71
  75          6.39          6.33      6.13      5.80      5.35          5.86

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

- --------------------------------------------------------------------------------
                                     TABLE B
                             SETTLEMENT OPTION FOUR
       MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF PROCEEDS APPLIED

        AGE OF                                 AGE OF MALE PAYEE
     FEMALE PAYEE               55       60       62       65       70       75 
- --------------------------------------------------------------------------------
Until last Death     55        3.85     3.93     3.95     3.99     4.03     4.06
of Two Payees        60        3.98     4.10     4.15     4.21     4.29     4.35
per $1,000 of        62        4.03     4.18     4.23     4.30     4.40     4.48
benefit amount       65        4.11     4.28     4.35     4.35     4.59     4.69
                     70        4.21     4.45     4.54     4.69     4.92     5.11
                     75        4.29     4.58     4.71     4.91     5.26     5.58

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

                                       -8-
<PAGE>

PAYMENT OF
  BENEFITS
  (CONTINUED)

  ADDITIONAL                 Other  reasonable  provisions  can be made  for the
  PROVISIONS FOR             payment of the benefits under this Policy. Any such
  PAYMENT OF                 provision must be agreed to by SBL.
  BENEFITS
                             Annuity  Settlement options shall be available only
                             with the  consent of SBL if the  proposed  payee be
                             other   than  a  natural   person   not  acting  as
                             fiduciary.

                             The  Effective  Date  of a  Settlement  Option  for
                             options   1   through  6  is  the  date  the  first
                             installment  is due to the payee.  For option 7 the
                             first  interest  payment will be made at the end of
                             the period selected,  with the effective date being
                             the date at the  beginning  of the  period.  If the
                             Owner has not made any election to the contrary and
                             the Participant is then living, Settlement Option 2
                             with  a  fixed  period  of 10  years,  will  become
                             effective  on  the  Retirement   Date.  The  amount
                             applied will be the Retirement Value.

                             Installments required to be paid, if any, after the
                             death of a payee under a settlement  option will be
                             paid as due to the  surviving  or  next  succeeding
                             payee. The guaranteed rates for options 1 through 4
                             are based on interest credited at 3.5% Per Year and
                             the 1983 Table A individual annuity mortality table
                             updated for 45 years with factors  from  Projection
                             Scale G. For Options 5, 6, and 7 the present  value
                             will be the amount remaining with SBL.

                             For  guaranteed  annuity  settlements,   additional
                             interest  may be paid on the amount  applied  under
                             the  various  settlement  options.  The  amount and
                             method of payment of the  additional  interest will
                             be determined by SBL.

                             On the Effective Date of a Settlement  Option,  the
                             settlement  option  rates  being  used  for  single
                             payment  immediate  annuity policies of this class,
                             which are then being  issued by SBL,  may produce a
                             higher first  installment  than  guaranteed in this
                             policy. If this is the case, the Owner may elect to
                             have  SBL use the  rates  from the  single  payment
                             immediate  annuity  policies  then being  issued by
                             SBL. This election can be made only if permitted by
                             the laws of the state where the election is made.

                             At any time, any amount  remaining  under option 5,
                             6, or 7 may be withdrawn.  A Withdrawal  Charge may
                             be  made if 5  years  have  not  elapsed  from  the
                             Effective  Date  of  the  Settlement   Option.  The
                             Surrender  Charge  will be  calculated  with a free
                             withdrawal   amount   of   zero.   Refer   to   the
                             Nonforfeiture option of this Policy for details. If
                             the amount withdrawn is at least $2,000,  it may be
                             applied to any one of the first four options.

                             When any of the options 1, 2, 3, or 4 are  elected,
                             the Owner may choose to increase the  installments.
                             Such  election:  1) must be made in  writing to SBL
                             before the Effective Date of the Settlement Option;
                             and 2)  must  be  accompanied  by a  cash  purchase
                             payment to provide the additional  installments.  A
                             cash  purchase  payment  of $1,030 is  required  to
                             increase the  installments by the amount  indicated
                             per $1,000 of benefit  amount shown in Tables A and
                             B.  Cash  purchase   payments  applied  under  this
                             provision which produce a total installment of more
                             than 2 times  the  installment  produced  using the
                             benefit amount alone must be approved by SBL.

                                      -9-
<PAGE>

PURCHASE PAYMENTS

  PAYMENT OF                 This  Policy  will  be  in  force  when  the  first
  PURCHASE                   purchase  payment  is  received  by  SBL.  Purchase
  PAYMENTS                   payments are payable from the Policy Date. For each
                             Participant  purchase payments are payable from the
                             Certificate  Date to the Retirement  Date or to the
                             death of the Participant.  The amount of a purchase
                             payment  may be  increased  or  decreased  from the
                             prior payment amount.  A purchase  payment for each
                             Participant may not be less than $25.00 without the
                             approval of SBL. The total of the purchase payments
                             for  each   Participant  may  not  exceed  $100,000
                             without the  approval of SBL.  Any excess  purchase
                             payments  for each  Participant  will be subject to
                             conditions that SBL may apply at that time.

                             All  purchase  payments  are  payable  at the  Home
                             Office of SBL. If the Owner stops  paying  purchase
                             payments for any Participant and this Policy is not
                             terminated,  the Owner may resume  paying  purchase
                             payments  for  that  Participant   subject  to  the
                             conditions above.

                             Purchase payment intervals for each Participant are
                             determined  by the mode  selected  by the Owner and
                             shown on the Certificate  Specifications pages. The
                             mode of the  purchase  payment  may be  changed  by
                             notifying SBL in writing.

VALUATION

  ACCUMULATIONS OF           The  purchase  payments  received  by SBL for  each
  PURCHASE PAYMENTS          Participant   from  the  Certificate  Date  to  the
  ALLOCATED TO THE           Retirement  Date will be  applied to  increase  the
  GENERAL ACCOUNT            Certificate Value of his Certificate.  The purchase
                             payments  will be deposited in the General  Account
                             of SBL and the  Series of the  Separate  Account of
                             SBL as directed by the Owner.  The  investments  of
                             the  General  Account of SBL meet the  requirements
                             for the  investment  of life and  annuity  reserves
                             under the  insurance  code of the state  where this
                             Policy was issued.

                             The  Certificate  Value in the General  Account for
                             each   Participant   on  any   date   will  be  the
                             Certificate  Value in the  General  Account  on the
                             previous   anniversary   date  of  the  Certificate
                             increased  with  interest to the date and increased
                             or  decreased  by the  following  events  occurring
                             after the anniversary date for each Participant:

                               1.  Purchase  payments  received and allocated to
                                   the General Account.

                               2.  Benefits paid from the General Account.

                               3.  Deductions from the Certificate  Value in the
                                   General  Account for the various  charges and
                                   fees of the Certificate.

                               4.  Transfers of part of the Certificate Value in
                                   the General Account to the Separate Account.

                               5.  Transfers of part of the Certificate Value in
                                   the Separate Account to the General Account.

                               6.  Interest  on  items  1  through  5  from  the
                                   transaction date to the date.


                             The  effective  yearly  rate  of  interest  used to
                             calculate  the  Certificate  Value  in the  General
                             Account  will be at least the  amount  shown in the
                             Guaranteed Interest Rate section of the Certificate
                             Specifications.  SBL may,  at the  decision  of its
                             Board of  Directors,  credit  interest in excess of
                             that guaranteed. The amount and method of crediting
                             this excess interest will be determined by SBL.

                             The transfers noted in items 4 and 5 cannot be made
                             unless  specific  allowance is made for them in the
                             Policy and Certificate Specifications pages.

  SEPARATE ACCOUNT           In  addition  to the  General  Account  Certificate
                             Value,  the Certificate  Value will be increased by
                             the dollar value of the  accumulation  units in the
                             Separate Account for each Participant.

                                      -10-
<PAGE>

VALUATION (CONTINUED)

  STATE PREMIUM              The Certificate  Value will be reduced by any state
  TAXES                      premium  taxes  which  SBL  is  required  to pay on
                             behalf of the Certificate.

  TOTAL POLICY VALUE         The   Policy   Value   will  be  the  sum  of  each
                             Participant's Certificate Value.

NONFORFEITURE

  POLICY VALUE               The  Policy  Value  will  be as  explained  in  the
                             Valuation  portion of this Policy.  SBL will notify
                             the Owner  annually  of each  Certificate  Value to
                             date.  Each   Certificate  will  cease  to  have  a
                             Certificate Value after termination of this Policy,
                             after   termination  of  the   Certificate,   death
                             benefits  are  paid,  or the  Effective  Date  of a
                             Settlement Option.

  TERMINATION                The Owner may terminate any Certificate or withdraw
  VALUE                      part of the Certificate Value any time prior to the
                             Retirement  Date.  The request for  termination  or
                             withdrawal  must be sent to the Home  Office of SBL
                             in writing.  When SBL  receives the request it will
                             determine a Termination  Value for the  Certificate
                             and pay the Termination Value to the Owner.

                             The Termination  Value for the Certificate  will be
                             the  value  asked  to  be  withdrawn  reduced  by a
                             Withdrawal  Charge.  The Withdrawal  Charge will be
                             the product of 'a' times 'b' where:

                               a - is the value asked to be withdrawn.

                               b - is the appropriate  Withdrawal  Charge Factor
                                   shown  on  the   Certificate   Specifications
                                   pages.

                             The  value  of 'a' in the  above  product  will  be
                             reduced if, at the time the  request is  processed,
                             either or both of 1 or 2 occur:

                               1.  The value  asked to be  withdrawn  is greater
                                   than the total of the following:

                                   i.    total   purchase   payments   for   the
                                         Certificate received by SBL;

                                   ii.   plus  any   amount  by  which  'a'  was
                                         reduced  because  of item 1 or 2 at the
                                         time of any prior  withdrawal  from the
                                         Certificate;

                                   iii.  less  total  prior  values  asked to be
                                         withdrawn from the Certificate.

                               2.  This is the first  withdrawal  processed this
                                   year for the Certificate and at the time more
                                   than   one   year   has   elapsed   from  the
                                   Certificate Date.

                             For item 1, 'a' will be the value  defined  in item
                             1.  For item 2,  'a'  will be  reduced  by the Free
                             Withdrawal  Amount.  The Free Withdrawal  Amount is
                             the product of the  Certificate  Value, at the time
                             the request is processed, times the Free Withdrawal
                             Factor  shown  on  the  Certificate  Specifications
                             pages.  In the case  where both item 1 and 2 apply,
                             'a'  will  be  reduced  by the  greater  of the two
                             possible reductions. In no case will the Withdrawal
                             Charge be less than zero.

                             If a request to  withdraw  part of the  Certificate
                             Value  does not  state  which of the  Series or the
                             General  Account the value is to be withdrawn from,
                             SBL  will  deplete  the  Certificate  Value  of the
                             Series in the  descending  order  listed  under the
                             Separate   Account   section  of  the   Certificate
                             Specifications  pages.  The General Account will be
                             the last to be depleted.

                             When part of the  Certificate  Value is  withdrawn,
                             the Certificate  Value will be reduced by the value
                             asked to be withdrawn.

                             If the value asked to be withdrawn would reduce the
                             Certificate Value by 90% or more, SBL may terminate
                             the   Certificate  and  pay  the  Owner  the  total
                             Termination Value.

                             The  Termination  Value  of each  Certificate  will
                             always equal or exceed the minimum required by law.

                                      -11-
<PAGE>

NONFORFEITURE (CONTINUED)

  TERMINATION                Payment of any Termination  Value from the Separate
  VALUE (CONTINUED)          Account  will be made  within 7 days of the day the
                             request  is  received  at the Home  Office  of SBL,
                             except  that a day on  which  one of the  following
                             events occur will not be counted as one of the 7:

                               1.  The New York Stock  Exchange is closed except
                                   for holidays or weekends.

                               2.  The Securities and Exchange  Commissions  has
                                   determined that trading on the New York Stock
                                   Exchange is restricted.

                               3.  The   Securities   and  Exchange   Commission
                                   permits postponement and so orders.

                               4.  An  emergency   exists,  as  defined  by  the
                                   Securities and Exchange  Commission,  so that
                                   valuation   of  the  assets  or  disposal  of
                                   securities is not reasonably practicable.

                             The  Termination  Value of this  Policy will be the
                             sum of the Termination  Values of each Certificate.
                             This Policy may be terminated by  terminating  each
                             of the Certificates.

                             The  payment  of any  Termination  Value  from  the
                             General  Account  may be  deferred  by SBL  for the
                             amount of time  permitted  by law. The payment will
                             not be  deferred  for more than six months from the
                             day the request is received by SBL.

                             Each  Certificate  will  cease to be in force  upon
                             payment of the total Termination Value. This Policy
                             will cease to be in force upon payment of the total
                             Termination Values.

  FORCED                     SBL may, at its option, terminate a certificate and
  TERMINATION                pay the Certificate Value to the Owner whenever the
                             following conditions exist for both the Certificate
                             Value in the General and Separate Accounts.

                             For  the  General   Account  prior  to  or  at  the
                             Retirement  Date the following  two (2)  conditions
                             exist

                               1.  purchase  payments  have not been received by
                                   SBL for the Certificate for two full years.

                               2.  the Certificate  Value in the General Account
                                   projected  to  the  Retirement  Date  at  the
                                   guaranteed  interest rate for the Certificate
                                   would produce a monthly  installment  of less
                                   than $20 under  the  settlement  option  that
                                   will  be in  effect  at the  Retirement  Date
                                   under the Certificate.

                             For the Separate Account when either condition 1 or
                             2 exist:

                               1.  if at the  Retirement  Date  the  Certificate
                                   Value in the Separate and General Accounts is
                                   less than  $2,000,  or would  provide a total
                                   initial annuity  installment of less than $20
                                   per month under the  settlement  option which
                                   will be in effect at the Retirement Date.

                               2.  if prior to the  Retirement  Date no purchase
                                   payments   have   been   received   for   the
                                   Certificate  for a period  of two full  years
                                   and both of the following conditions exist:

                                   a.  the total purchase  payments received for
                                       the  Certificate  reduced to reflect  any
                                       partial  withdrawal  from the Certificate
                                       Value is less than $2,000.

                                   b.  the  total   Certificate   Value  of  the
                                       General and Separate Account is less than
                                       $2,000.

SEPARATE ACCOUNT
  PROVISIONS

  INTRODUCTION               This portion of this Policy contains the provisions
                             relating  to the  Separate  Account of SBL to which
                             the  Owner  may  allocate  purchase  payments.  The
                             Separate  Account  and  Series  are  shown  in  the
                             Separate   Account   section   of  the  Policy  and
                             Certificate Specifications pages.

  OWNERSHIP OF               SBL  has  exclusive  and  absolute   ownership  and
  SEPARATE ACCOUNT           control of the assets of the Separate Account.  The
                             Owner  of  this  Policy  is  entitled  to  vote  at
                             meetings  of Owners of  policies  of this  class as
                             required under the Investment  Company Act of 1940.
                             At  his   option   the   Owner  may   solicit   the
                             Participant's  vote.  SBL will  send  the  Owner at
                             least once each year a report stating the number of
                             accumulation  units credited to each  Participant's
                             account,  a statement of  investments  held by each
                             Fund, proxy material, and a voting form.

                                      -12-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS (CONTINUED)

  SEPARATE ACCOUNT           The  Separate  Account  which  is  invested  in the
  DEFINED                    Series,  as  shown  on  the  Policy  Specifications
                             pages,  has been  established by SBL under the laws
                             of  Kansas.   The   Separate   Account  is  a  unit
                             investment   trust.   When  used  in  this  Policy,
                             Separate Account will mean the assets of SBL in the
                             Separate Account shown on the Policy Specifications
                             pages.  The Separate Account was established by SBL
                             to  provide  variable  benefits  for this  class of
                             policies.  The income,  gains,  and losses from the
                             Separate  Account  will be charged  to it,  without
                             regard  to  the   experience   of  other   Separate
                             Accounts.

  FUNDS DEFINED              The  Series  of  the  Separate   Account  each  are
                             invested  wholly in the  Series of the  Fund(s)  as
                             shown on the Policy Specifications pages. The Funds
                             are  diversified,  open-end  management  investment
                             companies  registered under the Investment  Company
                             Act of 1940.

  GUARANTEED                 A   guaranteed   annuity   is   an   annuity   with
  ANNUITY DEFINED            installments  which  are  guaranteed  as to  dollar
                             amount throughout the payment period. The reserves,
                             required  by  law to be  maintained,  to  fund  the
                             installments will be held in the General Account of
                             SBL. The installments for a guaranteed annuity must
                             be at least $25.00.

  VARIABLE ANNUITY           In contrast,  a variable annuity is an annuity with
  DEFINED                    installments   varying  with  the  net   investment
                             results of a Series  within the  Separate  Account.
                             The first  installment  is  determined by using the
                             values in Table A or B and settlement options 1, 2,
                             3, or 4 of the Payment of Benefits  portion of this
                             Policy.  Also, other reasonable  provisions for the
                             first  installment  can be made. Any such provision
                             must be agreed to by SBL.

                             After the first  installment  is  determined  for a
                             particular  Series the  number of annuity  units is
                             determined by dividing the first installment by the
                             annuity  unit  value  for that day for each  Series
                             from which  installments are to be made. The amount
                             of each  subsequent  installment  is that number of
                             annuity  units  for the  Series  multiplied  by the
                             annuity  unit  value for the Series for the day the
                             installment is due. The sum of the installments for
                             all  Series  and the  General  Account is the total
                             installment the payee will receive.

                             The first  installment  from each Series must be at
                             least $25.00.  If at any time any installment  from
                             any Series  becomes  less than  $25.00 for a payee,
                             SBL may change the frequency of  installments.  The
                             change will be such as will result in  installments
                             of at least $25.00.

                             SBL  guarantees  that  the  dollar  amount  of  any
                             variable  annuity  installment will not be affected
                             by the mortality experience of the payees. SBL also
                             guarantees  that the variable  annuity  installment
                             will not be  affected  by the  actual  expenses  of
                             administering the benefits.

                             For the life contingent variable annuity settlement
                             options  1, 2, 3, or 4  annuity  units  will be the
                             accounting  device used to  calculate  the periodic
                             installments.   For  nonlife  contingent   variable
                             annuity settlement options 5, 6, and 7 accumulation
                             units will be the accounting  device.  Accumulation
                             units will be redeemed at current  value to pay the
                             periodic  installments  until  the  benefit  amount
                             applied  adjusted  for  investment  experience  and
                             expense charges is depleted.

                             At the time of election of a Settlement Option, the
                             Owner may specify how the total benefit  amount for
                             each payee is to be  allocated  between  the Series
                             and the  General  Account  for  calculation  of the
                             first  installments.   If  the  allocation  is  not
                             specified,  the  benefit  amount as it then  exists
                             among the Series and the  General  Account  will be
                             applied to calculate the first installments.

  VALUING FIRST              For  calculating  the  first   installment  for  an
  ANNUITY                    annuity,   the  value  of  the  accumulation  units
  INSTALLMENT                applied to  settlement  options 1, 2, 3, or 4, will
                             be the value at the end of the  second  day  before
                             the  first  installment  is  paid.  For  settlement
                             options 5, 6, and 7, the value of the  accumulation
                             units  applied  will  be the  value  on the day the
                             installment is paid.

  INVESTMENT                 The Gross Investment Factor (GIF) for any day for a
  FACTORS                    Series of the  Separate  Account  is equal to value
                             'a' divided by value 'b'.  For each  Series,  value
                             'a' is the sum of the net asset  value per share of
                             the  Series of the  Fund(s)  in which the Series is
                             invested  at the close of business on that day plus
                             the dividends or other  distributions  per share on
                             that  day.  Value  'b' is the net  asset  value per
                             share at the  close of  business  on the  preceding
                             day.  On days when the New York Stock  Exchange  is
                             not open for trading,  the GIF is one. No purchase,
                             benefit,  or  installment  payments will be made on
                             days when the New York Stock Exchange is closed.

                             The Net  Investment  Factor (NIF) for any day for a
                             Series is the GIF for the Series less the Actuarial
                             Risk  Fee  (ARF)  and  less  a  deduction  for  any
                             increases  in the income tax expense for the Series
                             for  the  day.  The  ARF is  shown  on  the  Policy
                             Specifications pages.

                                      -13-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS (CONTINUED)

  ACCUMULATION               The value of an  accumulation  unit for each Series
  UNIT VALUES                of the Separate  Account on any day is equal to 'a'
                             divided  by 'b'.  For each  Series,  'a' is the net
                             asset  value  (NAV) of the  shares of the Series of
                             the Fund(s) in which the Series is invested reduced
                             by:

                             1.  The   product   of  the   previous   day's  NAV
                                 multiplied by the ARF.

                             2.  Any deduction for provision for federal  income
                                 tax.

                             For each Series,  'b' is the number of accumulation
                             units of the  Series at the  beginning  of the day.
                             The value of an  accumulation  unit may increase or
                             decrease.

                             Dividend and other cash  distributions  made by the
                             Series  of  the  Fund(s)  to  the  Series  will  be
                             reinvested in additional  mutual fund shares of the
                             same  Series  of the  Fund(s)  and the  value of an
                             accumulation  unit will be  increased.  The Charges
                             and  Fees,   explained   in  that  section  of  the
                             Certificate Specifications pages will result in the
                             sale of shares of the Fund and a  reduction  of the
                             accumulation  units  credited to each  Certificate.
                             Purchase  payment amounts  allocated to each Series
                             will  be  used  by  SBL  to   purchase   additional
                             accumulation   units  of  that   Series   for  each
                             certificate.  The number of units purchased will be
                             the amount  allocated to the Series  divided by the
                             value of one  accumulation  unit for the  Series on
                             the day the  purchase  payment is  received by SBL.
                             Benefit  payments because of death or by withdrawal
                             of part or all of the Termination Value will result
                             in a reduction of the number of accumulation  units
                             credited to each Certificate. The reduction will be
                             sufficient  to generate the  necessary  Certificate
                             Value change.

  ANNUITY UNIT               The annuity unit value  associated with a Series of
  VALUES                     the Separate  Account for any day is  determined by
                             multiplying   the   annuity   unit  value  for  the
                             immediately  preceding  day by the  product  of 'a'
                             times 'b'.

                               a - is the NIF for the  Series for the second day
                                   preceding  the date for  which  the  value is
                                   being determined.

                               b - is the daily Interest  Neutralization  Factor
                                   (INF) of .9999057540.

                             The  INF is  required  to  neutralize  the  assumed
                             interest  rate built into Tables A and B. The value
                             of an annuity unit may  increase or  decrease.  The
                             first  annuity  unit  value and the date it was set
                             for each  Series is shown in the  Separate  Account
                             Section    of   the    Policy    and    Certificate
                             Specifications pages.

  SPLITTING UNITS            SBL has the right to split the value of any annuity
                             or accumulation unit if such is deemed to be in the
                             best interest of the Owner,  the  Participant,  the
                             Annuitant  and SBL.  Any  split  made  will be made
                             equitably  and will have no material  effect on the
                             benefits and provisions of this Policy.

  FLUCTUATION                The   Policy   Value,    Certificate   Value,   and
  OF VALUES                  Termination  Value of the  Separate  Account may be
                             less than the total value of the purchase  payments
                             allocated   to   it   adjusted   for   withdrawals,
                             transfers,  and benefits. SBL does not generate the
                             investment performance of the Series of the Fund(s)
                             in which the Separate Account is invested.

                                      -14-

<PAGE>

                       A BRIEF DESCRIPTION OF THIS POLICY


This is a FLEXIBLE PREMIUM DEFERRED RETIREMENT ANNUITY POLICY:

- - Benefit  installments begin on the Maturity Date using the method as specified
  in this Policy.

- - A Death Benefit is payable if the Annuitant dies prior to the Maturity Date.

- - Flexible  purchase  payments are payable  until the Maturity Date or until the
  prior death of the Annuitant.

ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000


<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                   A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA KS




Security  Benefit Life,  subject to the terms of the Group Policy,  will pay the
following benefits:

1. Annuity  installments to the  Participant,  if living on the Retirement Date,
   derived  from  applying  the  Retirement  Value  to a  settlement  option  as
   specified in this Certificate.

2. The Death  Benefit  when due proof of the  Participant's  death  prior to the
   Retirement  Date is  received  at the Home  Office at 700  Harrison,  Topeka,
   Kansas 66636-0001.

This  and  the  following  pages  summarize  the  Policy  as it  relates  to the
Participant.

This  Certificate  may be returned within 10 days after the Owner receives it by
delivering  or mailing it to the Home Office for the agent  through  whom it was
purchased.  Immediately on such delivery or mailing,  this Certificate  shall be
deemed void from the  beginning.  Any  purchase  payments  paid on behalf of the
Participant  and  allocated  to  the  General  Account  will  be  refunded.  The
Certificate  Value of the  Separate  Account as of the date the  Certificate  is
received by SBL will be refunded.  Any fees or charges on the purchase  payments
paid and allocated to the Separate Account will be refunded.

SBL,  when used in this  Certificate  means  Security  Benefit Life  Insurance
Company




             ROGER K. VIOLA                        HOWARD R. FRICKE
                Secretary                             President




         FLEXIBLE PREMIUM GROUP DEFERRED RETIREMENT ANNUITY CERTIFICATE

                                   providing a

                             MEMORANDUM OF COVERAGE

ALL  PAYMENTS  AND  VALUES  PROVIDED  BY THIS  CERTIFICATE,  WHEN  BASED  ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000

GV6316C (1-88)
<PAGE>

                                 A GUIDE TO THE
                         PROVISIONS OF YOUR CERTIFICATE


PROVISION                         CONTENTS

POLICY SPECIFICATIONS             Participant dates, plan, payment,  certificate
                                  number,  kind  of  benefit,  fees  &  charges,
                                  factors, interest rates, separate account./PG.
                                  3

GENERAL PROVISIONS                Introduction,  the contract,  misstatement  of
                                  age or sex, claims of creditors, dates, change
                                  of contract./PG. 4

OWNER                             Rights  of  Owner,  change  of  ownership  (if
                                  allowed)./PG. 5

ANNUITY PROVISION                 Method   of   payment,    retirement    value,
                                  retirement date./PG. 5

DEATH BENEFIT                     Benefit amount, effect on certificate./PG. 5

BENEFICIARY                       Designation and way to change, distribution of
                                  benefits./PG. 5

PAYMENT OF BENEFITS               Way benefits may be paid,  settlement options,
                                  additional provisions./PG. 5-8

PURCHASE PAYMENTS                 Payment of purchase payments./PG. 9

VALUATION                         Value of General  Account,  Separate  Account,
                                  state premium taxes./PG. 9

NONFORFEITURE                     Certificate value,  termination value,  forced
                                  termination./ PG. 10-11

SEPARATE ACCOUNT PROVISIONS       Introduction,  ownership of Separate  Account,
                                  Separate  Account   defined,   funds  defined,
                                  guaranteed annuity,  variable annuity, valuing
                                  first annuity installment, investment factors,
                                  accumulation  unit value,  annuity unit value,
                                  splitting  units,  fluctuation  of values./PG.
                                  11-13

STATEMENT OF PARTICIPANT          Beneficiary, allocation of purchase payment to
                                  accounts.

<PAGE>

                           CERTIFICATE SPECIFICATIONS


PARTICIPANT:        John Doe

POLICY NUMBER:      Specimen

CERTIFICATE NUMBER: Specimen

DATE OF BIRTH
  AND SEX:          August 19, 1952, Male

CERTIFICATE DATE:   Date first purchase payment received by SBL for Participant.

DATE OF ISSUE OF    December 31, 1987
  CERTIFICATE:

RETIREMENT DATE:    August 19, 2017

STIPULATED
  PURCHASE
  PAYMENT:          $340.00

MODE OF PAYMENT:    Monthly

KIND OF BENEFIT:    Retirement Annuity Installments

ASSIGNMENT:         The rights under this Certificate may not be assigned.

PLAN:               The ABC Unified School District Tax Deferred Annuity Plan

OWNER OF POLICY:    Trustees of the ABC Unified School District TDA Plan

                                      -3-
<PAGE>

                           CERTIFICATE SPECIFICATIONS


FEES & CHARGES:              A $30.00 per year fee will be charged  against  the
                             Certificate  Value  on each  December  31st and the
                             date the Certificate Value is terminated (First and
                             last fee  prorated  to the  nearest  $1). No charge
                             will be made after the Effective Date of Settlement
                             Option  1,  2,  3, or 4.  The  charge  will be made
                             sequentially  against  the  Series  listed  in  the
                             Separate  Account section in descending  order. The
                             General Account will be the last subject to charge.
                             Each subaccount will be depleted before the next is
                             charged.

WITHDRAWAL CHARGE
  FACTOR:
                             Certificate Year at
                                   Time of                      Withdrawal
                                 Termination                      Charge

                                      1                            .08
                                      2                            .07
                                      3                            .06
                                      4                            .05
                                      5                            .04
                                      6                            .03
                                      7                            .02
                                      8                            .01
                                 9 or later                        .0

FREE WITHDRAWAL FACTOR:      .10

GUARANTEED INTEREST
  RATES:                     3.5% All Years.

PLAN:                        As used in this Certificate,  the Plan shall mean a
                             document or agreement  which provides the authority
                             for   purchase   of   this   Certificate   for  the
                             Participant. The Plan must meet the requirements of
                             the section of the  Internal  Revenue Code as shown
                             on the Application.  The Plan is not a part of this
                             Certificate.  SBL assumes no  obligation  under the
                             Plan.  The Plan is mentioned  merely for  reference
                             purposes.

                                      -3A-
<PAGE>

                           CERTIFICATE SPECIFICATIONS

SEPARATE ACCOUNT:            The Owner may  allocate  purchase  payments  to the
                             following  SBL  Separate  Account and the Series in
                             which the Separate  Account is  invested.  Purchase
                             payments may be allocated to the General Account of
                             SBL.

                             Separate Account: VARIFLEX, containing:

                             Money Market Series:  Which is invested in Series C
                               of SBL Fund.  Annuity Unit value was set at $1 on
                               04-01-84.  Accumulation Unit Value was set at $10
                               on 04-23-84.

                             High Grade  Income  Series:  Which is  invested  in
                               Series E of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-24-85.  Accumulation  Unit value was
                               set at $10 on 04-24-85.

                             Global Aggressive Bond Series: Which is invested in
                               Series K of SBL Fund.  Annuity Unit value was set
                               at $1 on  05-01-95.  Accumulation  Unit value was
                               set at $10 on 05-01-95.

                             Growth-Income Series: Which is invested in Series B
                               of SBL Fund.  Annuity Unit value was set at $1 on
                               04-01-84.  Accumulation Unit value was set at $10
                               on 04-23-84.

                             Equity Income Series: Which is invested in Series O
                               of SBL Fund.  Annuity Unit value was set at $1 on
                               05-01-95.  Accumulation Unit value was set at $10
                               on 05-01-95.

                             Managed Asset Allocation Series:  Which is invested
                               in Series N of SBL Fund.  Annuity  Unit value was
                               set at $1 on  05-01-95.  Accumulation  Unit value
                               was set at $10 on 05-01-95.

                             Specialized  Asset  Allocation  Series:   Which  is
                               invested  in Series M of SBL Fund.  Annuity  Unit
                               value  was  set at $1 on  05-01-95.  Accumulation
                               Unit value was set at $10 on 05-01-95.

                             Growth Series: Which is invested in Series A of SBL
                               Fund.  Annuity  Unit  value  was  set  at  $1  on
                               04-01-84.  Accumulation Unit value was set at $10
                               on 04-23-84.

                             Worldwide  Equity  Series:  Which  is  invested  in
                               Series D of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-01-84.  Accumulation  Unit value was
                               set at $10 on 04-23-84.

                             Social  Awareness  Series:  Which  is  invested  in
                               Series S of SBL Fund.  Annuity Unit value was set
                               at $1 on  04-23-91.  Accumulation  Unit value was
                               set at $10 on 04-23-91.

                             Emerging Growth Series: Which is invested in Series
                               J of SBL Fund.  Annuity  Unit value was set at $1
                               on 10-01-92.  Accumulation  Unit value was set at
                               $10 on 10-01-92.

ACTUARIAL RISK FEE:          Accumulation Units:   .00003307502 (1.2% Annually)
  (ARF)                      Annuity Units:  00003307502 (1.2% Annually)

ALLOCATION FEE:              $0.00

                                      -3B-
<PAGE>

                           CERTIFICATE SPECIFICATIONS


MINIMUM PURCHASE             The amount of each  purchase  payment  allocated to
  PAYMENT:                   each of the Series or the General  Account  must be
                             at least $25.00.

CHANGE OF ACCOUNT            The  Owner  may  change  the  allocation  of future
  ALLOCATIONS:               purchase  payments to the  General  Account and the
                             various Series.  To make a change, a written notice
                             must be  received  in the Home  Office  of SBL.  No
                             change  can be made which  allocates  less than the
                             equivalent  of $25.00  per month to a Series or the
                             General  Account.  There  will be no charge for the
                             first  allocation   change  in  a  year.  For  each
                             additional  change  in  a  year,  a  charge  of  an
                             Allocation Fee (shown  previously)  will be made. A
                             change  in  allocation  will  not  affect  purchase
                             payment allocations before the change.

METHOD OF CHANGING           The fee discussed in Change of Account  Allocations
  ALLOCATION FEE:            section  will  be  charged   sequentially   to  the
                             Certificate  Value in the Series in the  descending
                             order shown in the Separate Account  section.  Each
                             Series'  Certificate  Value will be depleted before
                             the next is charged.  The General  Account  will be
                             the last charged.

                                      -3C-
<PAGE>

                   CERTIFICATE SPECIFICATIONS


TRANSFER RIGHTS              The  Owner  may  transfer  part of the  Certificate
  (PRIOR TO THE              Value  between the  various  Series and the General
  EFFECTIVE DATE OF A        Account  once every 30 days.  A transfer fee (shown
  SETTLEMENT OPTION):        following) will be charged after the first transfer
                             in a certificate year. A transfer within 30 days of
                             the Retirement Date can be made without charge. The
                             total  of  dollar  amounts   transferred  from  the
                             General  Account during a certificate  year will be
                             limited  to the  greatest  of the  three  following
                             values:

                               1.  Five thousand dollars ($5,000.00).

                               2.  One  third   (1/3)  of  the   amount  of  the
                                   Certificate  Value in the General  Account at
                                   time of transfer.

                               3.  The product of multiplying "a" by "b", where:

                                   "a"   is  the   total   of   dollar   amounts
                                   transferred  from the General  Account during
                                   the previous certificate year.

                                   "b" is 1.2.

SETTLEMENT OPTION,           Once  installments have begun, the Owner may elect,
  TRANSFER AFTER             once each calendar  year, to convert  annuity units
  FIRST INSTALLMENT:         of one Series to annuity  units of another  Series.
                             The  conversion  cannot be made within the five day
                             period   prior   to  and   including   the  day  an
                             installment is to be paid.  Conversions  that would
                             have been made during this five day period shall be
                             made on the  business  day  after  the  installment
                             payment date.  This right to convert  annuity units
                             does not  include  the right to  convert a variable
                             annuity of any Series  into a  guaranteed  annuity.
                             Neither may a guaranteed  annuity be converted to a
                             variable annuity of any Series.  The amount of each
                             installment  after the conversion  must still be at
                             least $25.00 for each Series.

TRANSFER FEE:                $10.00

METHOD OF CHARGING           The fee  discussed in the Transfer  Rights  section
  TRANSFER FEE:              will be  charged  sequentially  to the  Certificate
                             Value in the Series in the  descending  order shown
                             in  the  Separate  Account  section.   Each  Series
                             Certificate  Value will be depleted before the next
                             is charged.  The General  Account  will be the last
                             charged.

                                      -3D-
<PAGE>

GENERAL PROVISION

  INTRODUCTION               The Policy is a Group Retirement Annuity. The first
                             annuity   installment   is   determined   from  the
                             Retirement Value and the Settlement Option Rate.

  THE CONTRACT               The  entire  contract  between  the  Owner  and SBL
                             consists  of  the  Application,   the  Policy,  any
                             endorsements  or riders  attached to the Policy.  A
                             copy of the Statement of Participant is attached to
                             this  Certificate at issue.  All statements made in
                             the Statement of  Participant  will, in the absence
                             of  fraud,  be  deemed   representations   and  not
                             warranties. SBL will use no statement made by or on
                             behalf of the  Participant to void the  Certificate
                             unless  it  is  in  the  written   Application   or
                             Statement  of   Participant.   Any  change  in  the
                             contract can be made only with the written  consent
                             of  the  President,   a  Vice  President,   or  the
                             Secretary of SBL.

  INCONTESTABILITY           SBL will not contest this Certificate  after it has
                             been  in  force   during   the   lifetime   of  the
                             Participant for 2 years from its Date of Issue.

  MISSTATEMENT OF            If the age or the  sex of any  Annuitant  has  been
  AGE OR SEX                 incorrectly   stated,   the  benefits   under  this
                             Certificate  will be those  the  purchase  payments
                             would have purchased for the correct age and sex.

  CLAIMS OF CREDITORS        The  Certificate  Value,   Termination  Value,  and
                             benefits under this Certificate will be exempt from
                             the claims of creditors to the extent  permitted by
                             law.

  DATES                      Years,  months and  anniversaries  are all measured
                             from the Certificate  Date. The contestable  period
                             begins with the Date of Issue of this  Certificate.
                             All   dates   shown   are   on   the    Certificate
                             Specifications pages.

  FACILITY OF PAYMENT        In some cases a payee will,  in the opinion of SBL,
                             not be able,  for  physical or mental  reasons,  to
                             give a good receipt and  discharge  for any benefit
                             payment due. In this case,  SBL may make payment of
                             the amount due in installments to those persons who
                             SBL  believes  are  caring for and  supporting  the
                             payee. The installment  under this section will not
                             be greater  than $250 per month.  The  installments
                             under this  section  will stop when a claim is made
                             by   a   duly    appointed    guardian   or   legal
                             representative  of  the  payee.   Payment  to  such
                             persons will  discharge SBL from  liability for the
                             installments    paid.    SBL   will    assume    no
                             responsibility   for   the   proper   use   of  the
                             installments paid under this section.

  EVIDENCE OF SURVIVAL       SBL may  require  proof that any payee is living on
                             any date a  payment  or  installment  is due to the
                             payee. The proof must be satisfactory to SBL.

  DUE PROOF OF DEATH         Any of the  following  items will be  sufficient as
                             due proof of death:

                               1.  A copy of a certified death certificate.

                               2.  A copy of a  certified  decree  of a court or
                                   competent  jurisdiction  as to the finding of
                                   death.

                               3.  A written  statement by a medical  doctor who
                                   attended the deceased participant.

                               4.  Any proof satisfactory to SBL.

  CHANGE OF                  SBL may  unilaterally  amend  the  Policy  and this
  CONTRACT BY SBL            Certificate to comply with laws and  regulations to
                             which SBL may be subject. SBL may also unilaterally
                             amend the  Policy  and this  Certificate  to comply
                             with changes in the Internal  Revenue Code.  SBL is
                             not  obliged  to make these  amendments.  SBL shall
                             provide  advance  notice  to the  Owner of any such
                             amendment.

  CHANGE OF CONTRACT         The Owner and SBL may by written  agreement  change
  MUTUAL AGREEMENT           any of the terms of the  Policy.  The change may be
                             made  retroactive  to  the  Date  of  Issue  of the
                             Policy.

                                       -4-
<PAGE>

OWNER

  RIGHTS OF OWNER            The   Owner  of  the   Policy,   is  shown  on  the
                             Certificate Specifications pages.

                             The owner has all rights in the Policy.

                             The Owner has all of the rights in this Certificate
                             while the Participant is living.

                             With the approval of the Owner the  Participant may
                             exercise  some or all the  rights of the Owner with
                             respect  to  the  provisions  of  this  Certificate
                             purchased  under  the terms of the  Policy  for the
                             Participant.

                             Anytime prior to 30 days before the Retirement Date
                             the Owner while the Participant is living may elect
                             to have the Termination  Value applied under option
                             1, 2, 3, 4, or 5.

                             Anytime  prior to 30 days before the  Participant's
                             Retirement  Date,  the Owner may transfer  with the
                             approval  of  SBL  the  Termination   Value  for  a
                             Participant   to  another   policy  of  SBL.   This
                             privilege  is  allowed  in   anticipation   of  the
                             Participant's retirement.

  CHANGE OF OWNERSHIP        If allowed by the Assignment  section of the Policy
                             Specifications Pages, the Owner can designate a new
                             owner by written  notice  satisfactory  to SBL. The
                             change in ownership will take effect as of the date
                             the notice was  signed.  The change will be subject
                             to any payment  made or other  action  taken by SBL
                             before the change was received. SBL may require the
                             Policy for endorsement.

ANNUITY PROVISION

  METHOD OF PAYMENT          If the Participant of this Certificate is living on
                             the Retirement  Date, the Retirement  Value of this
                             Certificate  will be  applied  to provide a 10 year
                             fixed period and life  annuity,  unless an optional
                             type of annuity is selected by the Owner during the
                             lifetime  of the  Participant  and 30 days prior to
                             the  Retirement  Date. The  installments  under the
                             annuity  will  be  paid  to  the  Participant.  The
                             optional types of annuity  benefits are outlined in
                             the settlement options provisions beginning on page
                             5.  Other  reasonable  settlement  options  may  be
                             available  with the approval of SBL. The Retirement
                             Value will not be paid as a single cash payment.

  RETIREMENT VALUE           If applied under settlement  options 1, 2, 3, 4, 5,
                             6, or 7 the  Retirement  Value will be equal to the
                             Certificate Value. Amounts applied under Options 5,
                             6, and 7 will  continue to be subject to withdrawal
                             charges on nonscheduled amounts withdrawn. The free
                             withdrawal  provision  will  not be  applicable  to
                             these nonscheduled amounts withdrawn.

  RETIREMENT DATE            The  Retirement  Date is shown  in the  Certificate
                             Specifications.  In some cases, the Retirement Date
                             may be earlier than 10 years after the  Certificate
                             Date.  In this case,  the Owner may elect to extend
                             the  Retirement  Date  up to  10  years  after  the
                             Certificate   Date.   In  all  other   cases,   the
                             Retirement  Date may  only be  changed  with  SBL's
                             approval.

DEATH BENEFIT

  BENEFIT AMOUNT             SBL will pay a death benefit to the Beneficiary if:
                             1)  due  proof,   satisfactory   to  SBL,   of  the
                             Participant's death is received at the Home Office;
                             2) such proof is received  prior to the  Retirement
                             Date;  and  3)  the  Participant's  age  was  75 or
                             younger  at the time of death.  The  death  benefit
                             will be the greater of 'a' or 'b' where:

                               a - is the Certificate Value.

                               b - is  the  total  of  all   purchase   payments
                                   received   by  SBL  less  the  total  of  all
                                   Termination Values paid.

                             If the  Participant was older than age 75 as of the
                             date  of   death,   the  death   benefit   will  be
                             Termination Value.

  EFFECT ON CERTIFICATE      If applied under one of the settlement options, the
                             date of death of the Participant will be treated as
                             the  Retirement   Date.  If  taken  in  cash,  this
                             Certificate  will cease to be in force upon payment
                             of the death benefit.

BENEFICIARY

  BENEFICIARY                The Beneficiary will receive the benefits,  if any,
  DESIGNATION                under  this  Policy in the case of the death of the
  AND THE WAY                Participant  while  this  Certificate  is  still in
  TO CHANGE IT               force. The Beneficiary is named in the Statement of
                             Participant.   However,   the  Beneficiary  may  be
                             changed  by  the  Owner  during  the  Participant's
                             lifetime.  To  make a  change,  a  written  notice,
                             satisfactory  to SBL,  must be received at the Home
                             Office.  The change will take effect as of the date
                             the notice was signed,  even if the Participant has
                             died before SBL receive it,  unless SBL has already
                             paid the benefits. SBL may require this Certificate
                             for endorsement.

  DISTRIBUTION OF            More than one Primary Beneficiary may be named. The
  BENEFITS                   share each is to receive may also be specified. The
                             respective  shares  will  be  paid  to any  Primary
                             Beneficiary  alive at the death of the Participant.
                             If none  survive the  Participant,  payment will be
                             made to any Contingent Beneficiaries who are alive.
                             Surviving  Beneficiaries  in the  same  class  will
                             receive equal shares unless otherwise stated.

                             If no  Beneficiary  survives the  Participant,  the
                             benefits will be paid to the Participant's  estate.
                             If any  Beneficiary  dies within  twenty-four  (24)
                             hours after the  Participant,  the benefits will be
                             paid  as  if  the   Beneficiary   died  before  the
                             Participant.

PAYMENT OF ANNUITY BENEFITS

  THE WAY BENEFITS           Except for the life option,  the Owner,  during the
  MAY BE PAID                lifetime  of the  Participant  and 30 days prior to
                             the  Retirement  Date,  has the  right to choose to
                             have  the  benefit   amount  paid  in  one  of  the
                             following  ways. In the event of the  Participant's
                             death,  the  beneficiary  may  choose  one  of  the
                             options.  To make an  election,  a written  notice,
                             satisfactory  to SBL,  must be received at the Home
                             Office.  No election  can be put into effect  which
                             requires  SBL to make a  periodic  payment  of less
                             than $25.00.

                             For  settlement  options  1, 2, 3, and 4  reference
                             should be made to the Separate  Account  portion of
                             this  Certificate.  In that portion the definitions
                             of a  guaranteed  and a variable  annuity,  and the
                             basis  for  the  value  of  the  second  and  later
                             installments are given.

                                      -5-
<PAGE>

PAYMENT OF BENEFITS
(CONTINUED)

  SETTLEMENT OPTIONS         1.  Life  Option:   Paid  in  annual,   semiannual,
                                 quarterly  or monthly  installments  during the
                                 lifetime  of  the  payee.  Table  A  shows  the
                                 minimum  first  monthly  installment  for  each
                                 $1,000 of benefit amount  applied.  This option
                                 will only be available with SBL's approval.

                             2.  Life with Fixed Period Option:  Paid in annual,
                                 semiannual, quarterly, or monthly installments.
                                 A period of five, ten, fifteen, or twenty years
                                 may be specified. Installments will be paid for
                                 the length of the period, and after for as long
                                 as the payee  lives.  Table A shows the minimum
                                 first  installment  payable  monthly  for  each
                                 number of years for  $1,000 of  benefit  amount
                                 applied.

                             3.  Life with Unit Refund  Option:  Paid in annual,
                                 semiannual, quarterly, or monthly installments.
                                 Installments will be paid for the length of the
                                 period  obtained by dividing the benefit amount
                                 by the first installment, and for as long after
                                 as the payee  lives.  Table A shows the minimum
                                 first  monthly  installment  for each $1,000 of
                                 benefit amount applied.

                             4.  Joint and Last Survivor Option: Paid in annual,
                                 semiannual,  quarterly, or monthly installments
                                 to the  last  death  of the  payee  and a named
                                 secondary  payee.  Table  B shows  the  minimum
                                 first  monthly  installment  for each $1,000 of
                                 benefit amount applied.

                             5.  Fixed   Period   Option:    Paid   in   annual,
                                 semiannual,  quarterly, or monthly installments
                                 for a set number of years.  Any number of years
                                 of at least 5 and not over 20 may be specified.
                                 For variable annuity installments,  the initial
                                 installment  will be the  product  of 'a' times
                                 'b' where:

                                 a - is the accumulation  unit value for the day
                                     the installment is paid.

                                 b - is the number of accumulation units applied
                                     to the  option  divided  by the  number  of
                                     payments selected.

                                 The required number of accumulation  units will
                                 be   withdrawn   to   pay   this   installment.
                                 Subsequent installments will be calculated from
                                 the  number  of  accumulation   units  not  yet
                                 redeemed  and number of payments  remaining  in
                                 the selected period.

                                 For a guaranteed annuity, the installments will
                                 be  determined  by  SBL  and  will  reflect  an
                                 effective annual interest rate of not less than
                                 2.5%.

                             6.  Fixed Installment Option: Paid in equal annual,
                                 semiannual, quarterly, or monthly installments.
                                 The  installments  must be not less than  $6.25
                                 per $1,000 applied.  Installments  will be paid
                                 until the amount  applied,  adjusted  daily for
                                 investment  results  and  expense  charges,  is
                                 paid. On benefit  amounts placed in the General
                                 Account, interest on the unpaid balance will be
                                 paid at an  effective  yearly  rate of not less
                                 than 2.5% per year. The last  installment  will
                                 be the remaining amount left with SBL after the
                                 last  full  installment  is  paid.  As  of  the
                                 effective  date of the  settlement  option  the
                                 size of the  installment  must be such that the
                                 installments  are  expected  to  extend  for at
                                 least five years and not over twenty years.

                             7.  Deposit Option: Left on deposit with SBL in the
                                 General Account at an effective yearly interest
                                 rate of not  less  than 2% per  year.  Interest
                                 will be paid annually, semiannually,  quarterly
                                 or monthly as elected. Withdrawal of the amount
                                 left  on  deposit  may be  made  at  any  time.
                                 Withdrawals  from the  amount  left on  deposit
                                 will be subject to withdrawal charges.

                                      -6-
<PAGE>

                                     TABLE A
                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF PROCEEDS APPLIED

Age of      Option One                  Option Two                  Option Three
Payee          Life               Year Fixed Period Ends                Unit
               Only          5         10        15        20          Refund
- --------------------------------------------------------------------------------
MALE PAYEE
  55           4.45         4.44      4.41      4.37      4.30          4.31
  56           4.52         4.51      4.48      4.43      4.36          4.37
  57           4.60         4.59      4.56      4.50      4.42          4.44
  58           4.68         4.67      4.64      4.57      4.47          4.51
  59           4.77         4.76      4.72      4.65      4.53          4.58
  60           4.87         4.85      4.81      4.72      4.60          4.65
  61           4.97         4.95      4.90      4.80      4.66          4.73
  62           5.07         5.05      5.00      4.89      4.72          4.82
  63           5.19         5.17      5.10      4.97      4.79          4.90
  64           5.31         5.29      5.20      5.06      4.85          5.00
  65           5.44         5.41      5.32      5.15      4.92          5.09
  66           5.58         5.55      5.44      5.24      4.98          5.20
  67           5.73         5.69      5.56      5.34      5.05          5.30
  68           5.89         5.84      5.69      5.44      5.11          5.41
  69           6.06         6.00      5.82      5.54      5.17          5.53
  70           6.24         6.17      5.97      5.64      5.23          5.66
  71           6.43         6.35      6.11      5.74      5.29          5.79
  72           6.63         6.53      6.26      5.84      5.35          5.93
  73           6.84         6.73      6.41      5.94      5.40          6.07
  74           7.07         6.94      6.57      6.04      5.45          6.22
  75           7.31         7.16      6.74      6.14      5.50          6.38
FEMALE PAYEE
  55           4.11         4.11      4.10      4.08      4.05          4.05
  56           4.17         4.17      4.16      4.14      4.10          4.10
  57           4.23         4.23      4.22      4.19      4.15          4.15
  58           4.30         4.29      4.28      4.25      4.21          4.21
  59           4.37         4.36      4.35      4.32      4.27          4.27
  60           4.44         4.44      4.42      4.38      4.33          4.34
  61           4.52         4.51      4.49      4.45      4.39          4.40
  62           4.60         4.59      4.57      4.52      4.45          4.47
  63           4.69         4.68      4.65      4.60      4.52          4.55
  64           4.78         4.77      4.74      4.68      4.58          4.63
  65           4.88         4.87      4.84      4.76      4.65          4.71
  66           4.99         4.98      4.93      4.85      4.72          4.80
  67           5.10         5.09      5.04      4.94      4.79          4.89
  68           5.23         5.21      5.15      5.04      4.86          4.99
  69           5.36         5.34      5.27      5.14      4.94          5.09
  70           5.50         5.48      5.39      5.24      5.01          5.20
  71           5.65         5.62      5.53      5.35      5.08          5.32
  72           5.82         5.78      5.67      5.46      5.15          5.44
  73           5.99         5.95      5.81      5.57      5.22          5.57
  74           6.19         6.14      5.97      5.68      5.29          5.71
  75           6.39         6.33      6.13      5.80      5.35          5.86
Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

- --------------------------------------------------------------------------------
                                     TABLE B
                             SETTLEMENT OPTION FOUR
       MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF PROCEEDS APPLIED

        AGE OF                                 AGE OF MALE PAYEE
     FEMALE PAYEE               55       60       62       65       70       75
- --------------------------------------------------------------------------------
Until last Death     55        3.85     3.93     3.95     3.99     4.03     4.06
of Two Payees        60        3.98     4.10     4.15     4.21     4.29     4.35
per $1,000 of        62        4.03     4.18     4.23     4.30     4.40     4.48
benefit amount       65        4.11     4.28     4.35     4.45     4.59     4.69
                     70        4.21     4.45     4.54     4.69     4.92     5.11
                     75        4.29     4.58     4.71     4.91     5.26     5.58
Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

                                      -7-
<PAGE>

PAYMENT OF BENEFITS
(CONTINUED)

  ADDITIONAL                 Other  reasonable  provisions  can be made  for the
  PROVISIONS                 payment of the benefits under this Certificate. Any
  FOR PAYMENT                such provisions must be agreed to by SBL.
  OF BENEFITS
                             Annuity  Settlement options shall be available only
                             with the  consent of SBL if the  proposed  payee be
                             other   than  a  natural   person   not  acting  as
                             fiduciary.

                             The  Effective  Date  of a  Settlement  Option  for
                             options   1   through  6  is  the  date  the  first
                             installment  is due to the payee.  For option 7 the
                             first  interest  payment will be made at the end of
                             the period selected,  with the effective date being
                             the date at the  beginning  of the  period.  If the
                             Owner has not made any election to the contrary and
                             the Participant is then living, Settlement Option 2
                             with  a  fixed  period  of 10  years,  will  become
                             effective  on  the  Retirement   Date.  The  amount
                             applied will be the Retirement Value.

                             Installments required to be paid, if any, after the
                             death of a payee under a settlement  option will be
                             paid as due to the  surviving  or  next  succeeding
                             payee. The guaranteed rates for options 1 through 4
                             are based on interest credited at 3.5% Per Year and
                             the 1983 Table A individual annuity mortality table
                             updated for 45 years with factors  from  Projection
                             Scale G. For Options 5, 6, and 7 the present  value
                             will be the amount remaining with SBL.

                             For  guaranteed  annuity  settlements,   additional
                             interest  may be paid on the amount  applied  under
                             the  various  settlement  options.  The  amount and
                             method of payment of the  additional  interest will
                             be determined by SBL.

                             On the Effective Date of a Settlement  Option,  the
                             settlement  option  rates  being  used  for  single
                             payment  immediate  annuity policies of this class,
                             which are then being  issued by SBL,  may produce a
                             higher first  installment  than  guaranteed in this
                             Certificate.  If this is the  case,  the  Owner may
                             elect to have  SBL use the  rates  from the  single
                             payment   immediate  annuity  policies  then  being
                             issued by SBL.  This  election  can be made only if
                             permitted  by the  laws  of  the  state  where  the
                             election is made.

                             At any time, any amount  remaining  under option 5,
                             6, or 7 may be withdrawn.  A Withdrawal  Charge may
                             be  made if 5  years  have  not  elapsed  from  the
                             Effective  Date  of  the  Settlement   Option.  The
                             Surrender  Charge  will be  calculated  with a free
                             withdrawal   amount   of   zero.   Refer   to   the
                             Nonforfeiture option of this Policy for details. If
                             the amount withdrawn is at least $2,000,  it may be
                             applied to any one of the first four options.

                             When any of the options 1, 2, 3, or 4 are  elected,
                             the Owner may choose to increase the  installments.
                             Such  election  1) must be made in  writing  to SBL
                             before the Effective Date of the Settlement Option;
                             and 2)  must  be  accompanied  by a  cash  purchase
                             payment to provide the additional  installments.  A
                             cash  purchase  payment  of $1,030 is  required  to
                             increase the  installments by the amount  indicated
                             per $1,000 of benefit  amount shown in Tables A and
                             B.  Cash  purchase   payments  applied  under  this
                             provision which produce a total installment of more
                             than 2 times  the  installment  produced  using the
                             benefit amount alone must be approved by SBL.

                                      -8-
<PAGE>

PURCHASE PAYMENTS

  PAYMENT OF
  PURCHASE PAYMENTS          This  Certificate  will be in force  when the first
                             purchase  payment  is  received  by  SBL.  Purchase
                             payments are payable from the  Certificate  Date to
                             the  Retirement   Date  or  to  the  death  of  the
                             Participant.  The amount of a purchase  payment may
                             be increased or  decreased  from the prior  payment
                             amount.  A  purchase  payment  may not be less than
                             $25.00  without the  approval of SBL.  The total of
                             the   purchase   payments   received   under   this
                             Certificate  may not exceed  $100,000  without  the
                             approval of SBL. Any excess purchase  payments will
                             be subject to conditions that SBL may apply at that
                             time.

                             All  purchase  payments  are  payable  at the  Home
                             Office of SBL. If the Owner stops  paying  purchase
                             payments and this  Certificate  is not  terminated,
                             the  Owner  may  resume  paying  purchase  payments
                             subject to the conditions above.

                             Purchase  payment  intervals are  determined by the
                             mode  selected  by  the  Owner  and  shown  on  the
                             Certificate  Specifications  pages. The mode of the
                             purchase payment may be changed by notifying SBL in
                             writing.

VALUATION

  ACCUMULATIONS OF           The  purchase  payments  received  by SBL for  this
  PURCHASE PAYMENTS          Certificate   from  the  Certificate  Date  to  the
  ALLOCATED TO THE           Retirement  Date will be  applied to  increase  the
  GENERAL ACCOUNT            Certificate Value of this Certificate. The purchase
                             payments  will be deposited in the General  Account
                             of SBL and the  Series of the  Separate  Account of
                             SBL as directed by the Owner.  The  investments  of
                             the  General  Account of SBL meet the  requirements
                             for the  investment  of life and  annuity  reserves
                             under the  insurance  code of the  state  where the
                             Policy was issued.

                             The Certificate Value in the General Account on any
                             date will be the  Certificate  Value in the General
                             Account  on the  previous  anniversary  date of the
                             Certificate increased with interest to the date and
                             increased  or  decreased  by the  following  events
                             occurring after the  anniversary  date in regard to
                             this Certificate:

                               1.  Purchase  payments  received and allocated to
                                   the General Account.

                               2.  Benefits paid from the General Account.

                               3.  Deductions from the Certificate  Value in the
                                   General  Account for the various  charges and
                                   fees of the Certificate.

                               4.  Transfers of part of the Certificate Value in
                                   the General Account to the Separate Account.

                               5.  Transfers of part of the Certificate Value in
                                   the Separate Account to the General Account.

                               6.  Interest  on  items  1  through  5  from  the
                                   transaction date to the date.

                             The  effective  yearly  rate  of  interest  used to
                             calculate  the  Certificate  Value  in the  General
                             Account  will be at least the  amount  shown in the
                             Guaranteed Interest Rate section of the Certificate
                             Specifications.  SBL may,  at the  decision  of its
                             Board of  Directors,  credit  interest in excess of
                             that guaranteed. The amount and method of crediting
                             this excess interest will be determined by SBL.

                             The transfers noted in items 4 and 5 cannot be made
                             unless  specific  allowance is made for them in the
                             Policy and Certificate Specifications pages.

  SEPARATE ACCOUNT           In  addition  to the  General  Account  Certificate
                             Value,  the Certificate  Value will be increased by
                             the dollar value of the  accumulation  units in the
                             Separate Account purchased for this Certificate.

  STATE PREMIUM TAXES        The Certificate  Value will be reduced by any state
                             premium  taxes  which  SBL  is  required  to pay on
                             behalf of this Certificate.

                                      -9-
<PAGE>

NONFORFEITURE

  CERTIFICATE VALUE          The  Certificate  Value will be as explained in the
                             Valuation  portion  of this  Certificate.  SBL will
                             notify the Owner annually of the Certificate  Value
                             to  date.  This  Certificate  will  cease to have a
                             Certificate  Value after termination of the Policy,
                             after  termination  of  this   Certificate,   death
                             benefits  are  paid,  or the  Effective  Date  of a
                             Settlement Option.

  TERMINATION VALUE          The Owner may terminate any Certificate or withdraw
                             part of the Certificate Value any time prior to the
                             Retirement  Date.  The request for  termination  or
                             withdrawal  must be sent to the Home  Office of SBL
                             in writing.  When SBL  receives the request it will
                             determine   a   Termination   Value   and  pay  the
                             Termination Value to the Owner.

                             The Termination Value will be the value asked to be
                             withdrawn  reduced  by  a  Withdrawal  Charge.  The
                             Withdrawal  Charge will be the product of 'a' times
                             'b' where:

                               a - is the value asked to be withdrawn.

                               b - is the appropriate  Withdrawal  Charge Factor
                                   shown  on  the   Certificate   Specifications
                                   pages.

                             The  value  of 'a' in the  above  product  will  be
                             reduced if, at the time the  request is  processed,
                             either or both of 1 or 2 occur:

                               1.  The value  asked to be  withdrawn  is greater
                                   than the total of the following:

                                   i.    total purchase received by SBL for this
                                         Certificate;

                                   ii.   plus  any   amount  by  which  'a'  was
                                         reduced  because  of item 1 or 2 at the
                                         time of any prior  withdrawal from this
                                         Certificate;

                                   iii.  less  total  prior  values  asked to be
                                         withdrawn from this Certificate.

                               2.  This is the first  withdrawal  processed this
                                   year for the Certificate and at the time more
                                   than   one   year   has   elapsed   from  the
                                   Certificate Date.

                             For item 1, 'a' will be the value  defined  in item
                             1.  For item 2,  'a'  will be  reduced  by the Free
                             Withdrawal  Amount.  The Free Withdrawal  Amount is
                             the product of the  Certificate  Value, at the time
                             the request is processed, times the Free Withdrawal
                             Factor  shown  on  the  Certificate  Specifications
                             pages.  In the case  where both item 1 and 2 apply,
                             'a'  will  be  reduced  by the  greater  of the two
                             possible reductions. In no case will the Withdrawal
                             Charge be less than zero.

                             If a request to  withdraw  part of the  Certificate
                             Value  does not  state  which of the  Series or the
                             General  Account the value is to be withdrawn from,
                             SBL  will  deplete  the  Certificate  Value  of the
                             Series in the  descending  order  listed  under the
                             Separate   Account   section  of  the   Certificate
                             Specifications  pages.  The General Account will be
                             the last to be depleted.

                             When part of the  Certificate  Value is  withdrawn,
                             the Certificate  Value will be reduced by the value
                             asked to be withdrawn.

                             If the value asked to be withdrawn would reduce the
                             Certificate Value by 90% or more, SBL may terminate
                             this  Certificate  and pay the Owner or Participant
                             with  the   approval   of  the   Owner   the  total
                             Termination Value.

                             The  Termination  Value will always equal or exceed
                             the minimum required by law.

                             This  Certificate  will  cease to be in force  upon
                             payment of the total Termination Value.

                                      -10-
<PAGE>

NONFORFEITURE
  (CONTINUED)

  TERMINATION VALUE          Payment of any Termination  Value from the Separate
  (CONTINUED)                Account  will be made  within 7 days of the day the
                             request  is  received  at the Home  Office  of SBL,
                             except  that a day on  which  one of the  following
                             events occur will not be counted as one of the 7:

                               1.  The New York Stock  Exchange is closed except
                                   for holidays or weekends.

                               2.  The Securities and Exchange  Commissions  has
                                   determined that trading on the New York Stock
                                   Exchange is restricted.

                               3.  The   Securities   and  Exchange   Commission
                                   permits postponement and so orders.

                               4.  An  emergency   exists,  as  defined  by  the
                                   Securities and Exchange  Commission,  so that
                                   valuation   of  the  assets  or  disposal  of
                                   securities is not reasonably practicable.

                             The  payment  of any  Termination  Value  from  the
                             General  Account  may be  deferred  by SBL  for the
                             amount of time  permitted  by law. The payment will
                             not be  deferred  for more than six months from the
                             day the request is received by SBL.

  FORCED TERMINATION         SBL may, at its option, terminate a certificate and
                             pay the Certificate Value to the Owner whenever the
                             following conditions exist for both the Certificate
                             Value in the General and Separate Accounts.

                             For  the  General   Account  prior  to  or  at  the
                             Retirement  Date the following  two (2)  conditions
                             exist:

                               1.  purchase  payments  have not been received by
                                   SBL for the Certificate for two full years.

                               2.  the Certificate  Value in the General Account
                                   projected  to  the  Retirement  Date  at  the
                                   guaranteed  interest rate for the Certificate
                                   would produce a monthly  installment  of less
                                   than $20 under  the  settlement  option  that
                                   will  be in  effect  at the  Retirement  Date
                                   under this Certificate.

                             For the Separate Account when either condition 1 or
                             2 exist:

                               1.  if at the  Retirement  Date  the  Certificate
                                   Value in the Separate and General Accounts is
                                   less than  $2,000,  or would  provide a total
                                   initial annuity  installment of less than $20
                                   per month under the  settlement  option which
                                   will be in effect at the Retirement Date.

                               2.  if prior to the  Retirement  Date no purchase
                                   payments   have   been   received   for   the
                                   Certificate  for a period  of two full  years
                                   and both of the following conditions exist.

                                   a.  the total purchase  payments received for
                                       the  Certificate  reduced to reflect  any
                                       partial  withdrawals from the Certificate
                                       Value is less than $2,000.

                                   b.  the  total   Certificate   Value  of  the
                                       General and Separate Account is less than
                                       $2,000.

SEPARATE ACCOUNT
PROVISIONS

  INTRODUCTION               This  portion  of  this  Certificate  contains  the
                             provisions  relating to the Separate Account of SBL
                             to which the Owner may allocate purchase  payments.
                             The  Separate  Account  and Series are shown in the
                             Separate   Account   section   of  the  Policy  and
                             Certificate Specifications pages.

  OWNERSHIP OF               SBL  has  exclusive  and  absolute   ownership  and
  SEPARATE ACCOUNT           control of the assets of the Separate Account.  The
                             Owner of the Policy is entitled to vote at meetings
                             of Owners of  policies  of this  class as  required
                             under the  Investment  Company Act of 1940.  At his
                             option  the Owner  may  solicit  the  Participant's
                             vote.  SBL will send the  Owner at least  once each
                             year a report  stating  the number of  accumulation
                             units  credited to each  Participant's  account,  a
                             statement of investments  held by each Fund,  proxy
                             material, and a voting form.

  SEPARATE ACCOUNT           The  Separate  Account  which  is  invested  in the
  DEFINED                    Series, as shown on the Certificate  Specifications
                             pages,  has been  established by SBL under the laws
                             of  Kansas.   The   Separate   Account  is  a  unit
                             investment   trust.   When  used  in  this  Policy,
                             Separate Account will mean the assets of SBL in the
                             Separate   Account   shown   on   the   Certificate
                             Specifications  Pages.  The  Separate  Account  was
                             established by SBL to provide variable benefits for
                             this class of  policies.  The  income,  gains,  and
                             losses from the Separate Account will be charged to
                             it,  without  regard  to the  experience  of  other
                             Separate Accounts.

  FUNDS DEFINED              The  Series  of  the  Separate   Account  each  are
                             invested  wholly in the  Series of the  Fund(s)  as
                             shown on the Certificate  Specifications pages. The
                             Funds   are   diversified,    open-end   management
                             investment    companies    registered   under   the
                             Investment Company Act of 1940.

  GUARANTEED ANNUITY         A   guaranteed   annuity   is   an   annuity   with
  DEFINED                    installments  which  are  guaranteed  as to  dollar
                             amount throughout the payment period. The reserves,
                             required  by  law  to be  maintained  to  fund  the
                             installments will be held in the General Account of
                             SBL. The installments for a guaranteed annuity must
                             be at least $25.00.

                                      -11-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS (CONTINUED)

  VARIABLE ANNUITY           In contrast,  a variable annuity is an annuity with
  DEFINED                    installments   varying  with  the  net   investment
                             results of a Series within the Separate Account.

                             The first  installment  is  determined by using the
                             values in Table A or B and settlement options 1, 2,
                             3, or 4 of the Payment of  Benefits  portion of the
                             Policy.  Also, other reasonable  provisions for the
                             first  installment  can be made. Any such provision
                             must be agreed to by SBL.

                             After the first  installment  is  determined  for a
                             particular  Series the  number of annuity  units is
                             determined by dividing the first installment by the
                             annuity  unit  value  for that day for each  Series
                             from which  installments are to be made. The amount
                             of each  subsequent  installment  is that number of
                             annuity  units  for the  Series  multiplied  by the
                             annuity  unit  value for the Series for the day the
                             installment is due. The sum of the installments for
                             all  Series  and the  General  Account is the total
                             installment the payee will receive.

                             The first  installment  from each Series must be at
                             least $25.00.  If at any time any installment  from
                             any Series becomes less than $25.00, SBL may change
                             the frequency of  installments.  The change will be
                             such as will  result  in  installments  of at least
                             $25.00.

                             SBL  guarantees  that  the  dollar  amount  of  any
                             variable  annuity  installment will not be affected
                             by the mortality experience of the payees. SBL also
                             guarantees  that the variable  annuity  installment
                             will not be  affected  by the  actual  expenses  of
                             administering the benefits.

                             For the life contingent variable annuity settlement
                             options  1, 2, 3, or 4  annuity  units  will be the
                             accounting  device used to  calculate  the periodic
                             installments.   For  nonlife  contingent   variable
                             annuity settlement options 5, 6, and 7 accumulation
                             units will be the accounting  device.  Accumulation
                             units will be redeemed at current  value to pay the
                             periodic  installments  until  the  benefit  amount
                             applied  adjusted  for  investment  experience  and
                             expense charges is depleted.

                             At the time of election of a Settlement Option, the
                             Owner may specify how the total benefit  amount for
                             each payee is to be  allocated  between  the Series
                             and the  General  Account  for  calculation  of the
                             first  installments.   If  the  allocation  is  not
                             specified,  the  benefit  amount as it then  exists
                             among the Series and the  General  Account  will be
                             applied to calculate the first installment.

  VALUING FIRST              For  calculating  the  first   installment  for  an
  ANNUITY                    annuity,   the  value  of  the  accumulation  units
  INSTALLMENT                applied to  settlement  options 1, 2, 3, or 4, will
                             be the value at the end of the  second  day  before
                             the  first  installment  is  paid.  For  settlement
                             options 5, 6, and 7, the value of the  accumulation
                             units  applied  will  be the  value  on the day the
                             installment is paid.

  INVESTMENT FACTORS         The Gross Investment Factor (GIF) for any day for a
                             Series of the  Separate  Account  is equal to value
                             'a' divided by value 'b'.  For each  Series,  value
                             'a' is the sum of the net asset  value per share of
                             the  Series of the  Fund(s)  in which the Series is
                             invested  at the close of business on that day plus
                             the dividends or other  distributions  per share on
                             that  day.  Value  'b' is the net  asset  value per
                             share at the  close of  business  on the  preceding
                             day.  On days when the New York Stock  Exchange  is
                             not open for trading,  the GIF is one. No purchase,
                             benefit,  or  installment  payments will be made on
                             days when the New York Stock Exchange is closed.

                             The Net  Investment  Factor (NIF) for any day for a
                             Series is the GIF for the Series less the Actuarial
                             Risk  Fee  (ARF)  and  less  a  deduction  for  any
                             increases  in the income tax expense for the Series
                             for the day.  The ARF is  shown on the  Certificate
                             Specifications pages.

                                      -12-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS (CONTINUED)

  ACCUMULATION               The value of an  accumulation  unit for each Series
  UNIT VALUES                of the Separate  Account on any day is equal to 'a'
                             divided  by 'b'.  For each  Series,  'a' is the net
                             asset  value  (NAV) of the  shares of the Series of
                             the Fund(s) in which the Series is invested reduced
                             by:

                             1.  The   product   of  the   previous   day's  NAV
                                 multiplied by the ARF.

                             2.  Any deduction for provision for federal  income
                                 tax.

                             For each Series,  'b' is the number of accumulation
                             units of the  Series at the  beginning  of the day.
                             The value of an  accumulation  unit may increase or
                             decrease.

                             Dividend and other cash  distributions  made by the
                             Series  of  the  Fund(s)  to  the  Series  will  be
                             reinvested in additional  mutual fund shares of the
                             same  Series  of the  Fund(s)  and the  value of an
                             accumulation  unit will be  increased.  The Charges
                             and  Fees,   explained   in  that  section  of  the
                             Certificate Specifications pages will result in the
                             sale of shares of the Fund and a  reduction  of the
                             accumulation  units  credited to this  Certificate.
                             Purchase  payment amounts  allocated to each Series
                             will  be  used  by  SBL  to   purchase   additional
                             accumulation   units  of  that   Series   for  each
                             certificate.. The number of units purchased will be
                             the amount  allocated to the Series  divided by the
                             value of one  accumulation  unit for the  Series on
                             the day the  purchase  payment is  received by SBL.
                             Benefit  payments because of death or by withdrawal
                             of part or all of the Termination Value will result
                             in a reduction of the number of accumulation  units
                             credited to each Certificate. The reduction will be
                             sufficient  to generate the  necessary  Certificate
                             Value change.

  ANNUITY UNIT VALUES        The annuity unit value  associated with a Series of
                             the Separate  Account for any day is  determined by
                             multiplying   the   annuity   unit  value  for  the
                             immediately  preceding  day by the  product  of 'a'
                             times 'b'.

                               a - is the NIF for the  Series for the second day
                                   preceding  the date for  which  the  value is
                                   being determined.

                               b - is the daily Interest  Neutralization  Factor
                                   (INF) of .9999057540.

                             The  INF is  required  to  neutralize  the  assumed
                             interest  rate built into Tables A and B. The value
                             of an annuity unit may  increase or  decrease.  The
                             first  annuity  unit  value and the date it was set
                             for each  Series is shown in the  Separate  Account
                             Section    of   the    Policy    and    Certificate
                             Specifications pages.

  SPLITTING UNITS            SBL has the right to split the value of any annuity
                             or accumulation unit if such is deemed to be in the
                             best interest of the Owner,  the  Participant,  the
                             Annuitant  and SBL.  Any  split  made  will be made
                             equitably  and will have no material  effect on the
                             benefits and provisions of the Policy.

  FLUCTUATION                The Certificate  Value and Termination Value of the
  OF VALUES                  Separate  Account  may be less than the total value
                             of the purchase  payments  allocated to it for this
                             Certificate  adjusted for  withdrawals,  transfers,
                             and benefits. SBL does not guarantee the investment
                             performance  of the Series of the  Fund(s) in which
                             the Separate Account is invested.

                                      -13-

<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                   A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS




This  Policy  provides  for the  accumulation  of  funds in the  General  and/or
Separate Accounts of the Security Benefit Life Insurance Company. This Policy is
issued in consideration of the Application and the payment of purchase  payments
to SBL. This Policy  including the Application  and any attachments  constitutes
the entire  contract  between the  parties.  This Policy is issued and  accepted
subject  to all the terms set forth  herein.  This  Policy is  delivered  in the
jurisdiction of issue and is governed by the laws of that jurisdiction.

"SBL",  "we",  "us",  "our", or "the Company" when used in this Policy means the
Security Benefit Life Insurance Company. "You", "your", or "Policyholder",  when
used in this Policy,  means the Policyholder shown in the Policy  Specifications
pages.

This  Policy  does not make SBL a party to the  Plan.  The Plan is not a part of
this Policy. The Plan is noted for reference purposes only.

Signed for SBL at its Home Office, 700 Harrison, Topeka, Kansas 66636-0001.




             ROGER K. VIOLA                        HOWARD R. FRICKE
                Secretary                             President




                      A BRIEF DESCRIPTION OF THIS POLICY


           This is a FLEXIBLE PREMIUM GENERAL AND SEPARATE ACCOUNT
                      UNALLOCATED GROUP ANNUITY POLICY.

ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000

GV6317 (2-88)
<PAGE>

                                 A GUIDE TO THE
                            PROVISIONS OF YOUR POLICY


PROVISION                         CONTENTS

POLICY SPECIFICATIONS             Fees &  charges,  factors,  interest  rates,
                                  separate account./PG. 3

DEFINITIONS                       Definition of various terms./PG. 4

GENERAL PROVISIONS                Mutual  Amendments,   Unilateral   Amendments,
                                  Agents,  Performance  Date on Nonbusiness Day,
                                  Assignment, Documentation, Plan Qualification,
                                  Limitation of SBL's Liability./PG. 5

DEATH BENEFIT                     Benefit amount./PG. 6

PURCHASE PAYMENTS                 Payment of purchase payments./PG. 6

VALUATION                         Value of General  Account,  Separate  Account,
                                  state premium taxes./PG. 6-7

NONFORFEITURE                     Policy   value,    surrender   value,   forced
                                  termination./PG. 7-8

SEPARATE ACCOUNT PROVISIONS       Introduction,  ownership of Separate  Account,
                                  Separate  Account   defined,   Funds  defined,
                                  accumulation  unit  values,  splitting  units,
                                  fluctuation of values,  transfer  rights./ PG.
                                  8-9

ANNUITIES                         Availability./PG. 10

ADDITIONAL SERVICES               Charges for./PG. 10

APPLICATION                       Policyholder,  allocation of purchase  payment
                                  to  accounts./Attached  to and a part  of this
                                  policy.

<PAGE>

                              POLICY SPECIFICATIONS


Policy Number:  Specimen               Policy Date:  Date first purchase payment
                                                     is received by SBL.

Policyholder:  Trustees of the ABC
               Pension Plan

Plan:  ABC Pension Plan

Sponsoring Organization
 for the Plan:  ABC Company

Jurisdiction of Issue:  Any State, USA

                                      -3-
<PAGE>

                              POLICY SPECIFICATIONS


SURRENDER CHARGE FACTOR:
                             Policy Year at         Surrender
                                 Time of             Charge
                               Termination           Factor

                                    1                  .08
                                    2                  .07
                                    3                  .06
                                    4                  .05
                                    5                  .04
                                    6                  .03
                                    7                  .02
                                    8                  .01
                               9 or later              -0-

FREE WITHDRAWAL FACTOR:      .10

GUARANTEED INTEREST
  RATES:                     3.5% All Years.

FEES & CHARGES:              A $30.00 per year fee will be charged  against  the
                             Policy Value on each December 31st and the date the
                             Policy is  terminated  (first  and last  policy fee
                             prorated  to the  nearest  $1).  The charge will be
                             made sequentially against the subaccounts listed in
                             the Separate  Account section in descending  order.
                             The  General  Account  will be the last  subject to
                             charge. Each subaccount will be depleted before the
                             next is charged.

                                      -3A-
<PAGE>

                              POLICY SPECIFICATIONS

SEPARATE ACCOUNT:          The  Policyholder may allocate  purchase  payments to
                           any of the subaccounts of the Separate Account of SBL
                           which are listed below:

                           Separate  Account:  "VARIFLEX" a separate  account of
                           SBL having the following subaccounts:

                             Money Market Series:  Which is invested in Series C
                               of SBL Fund.  Accumulation  Unit value was set at
                               $10 on 04-23-84.

                             High Grade  Income  Series:  Which is  invested  in
                               Series E of SBL Fund. Accumulation Unit value was
                               set at $10 on 04-24-85.

                             Global Aggressive Bond Series: Which is invested in
                               Series K of SBL Fund. Accumulation Unit value was
                               set at $10 on 05-01-95.

                             Growth-Income Series: Which is invested in Series B
                               of SBL Fund.  Accumulation  Unit value was set at
                               $10 on 04-23-84.

                             Equity Income Series: Which is invested in Series O
                               of SBL Fund.  Accumulation  Unit value was set at
                               $10 on 05-01-95.

                             Managed Asset Allocation Series:  Which is invested
                               in Series N of SBL Fund.  Accumulation Unit value
                               was set at $10 on 05-01-95.

                             Specialized  Asset  Allocation  Series:   Which  is
                               invested  in Series M of SBL  Fund.  Accumulation
                               Unit value was set at $10 on 05-01-95.

                             Growth Series: Which is invested in Series A of SBL
                               Fund.  Accumulation  Unit value was set at $10 on
                               04-23-84.

                             Worldwide  Equity  Series:  Which  is  invested  in
                               Series D of SBL Fund. Accumulation Unit value was
                               set at $10 on 04-23-84.

                             Social  Awareness  Series:  Which  is  invested  in
                               Series S of SBL Fund. Accumulation Unit value was
                               set at $10 on 04-23-91.

                             Emerging Growth Series: Which is invested in Series
                               J of SBL Fund. Accumulation Unit value was set at
                               $10 on 10-01-92.

                           The  Policyholder may allocate  purchase  payments to
                           the General Account of SBL.

ACTUARIAL RISK FEE:        For Accumulation Units:  .00003307502 (1.2% Annually)
  (ARF)

TRANSFER FEE:              $0.00

                                      -3B-
<PAGE>

DEFINITIONS

  ANNIVERSARY DATES          An  anniversary  date is the same day and  month as
                             the Policy Date for each  succeeding  calendar year
                             that this Policy remains in force. February 29 will
                             be  treated as  February  28 for  purposes  of this
                             definition.

  COMPLETE SURRENDER         A complete  surrender  is a surrender of the entire
                             Policy  Value of this  Policy.  This Policy will be
                             terminated  and  cease  to  be  in  force  after  a
                             complete surrender.

  DECLARED INTEREST          The declared  interest rate is the annual effective
  RATE                       interest  rate for this  Policy  at which we credit
                             interest to the Policy  Value.  It will not be less
                             than the  Guaranteed  Interest  Rate shown on Pages
                             3-3B.

  GENERAL ACCOUNT            The  General  Account is  defined in the  valuation
                             section  of  this  Policy  on  pages  6 and  7.  It
                             consists  of  the  assets  used  to  guarantee  the
                             insurance obligations of SBL.

  PARTIAL SURRENDER          A partial surrender is a surrender of a fraction of
                             the Policy Value of this Policy.

  PARTICIPANT                A   participant   is  any  person  who   becomes  a
                             Participant  under the Plan and remains entitled to
                             benefits in accordance with the terms of the plan.

  PLAN                       The Plan is identified on the Policy Specifications
                             pages.  The Plan is not a part of this Policy.  SBL
                             is not a party to the Plan.  The Plan is  mentioned
                             merely for reference purposes.

  POLICY YEAR                The first policy year is the period from the policy
                             date through the  immediately  preceding day of the
                             next calendar year. Subsequent policy years are the
                             period  from  an   anniversary   date  through  the
                             immediately  preceding  day  of the  next  calendar
                             year.

  POLICYHOLDER               The  Policyholder is the person or legal entity who
                             may  exercise  the  rights  with  respect  to  this
                             Policy. The Policyholder is shown on Pages 3-3B.

  SEPARATE ACCOUNT           The  Separate  Account is  defined in the  Separate
                             Account portion of this Policy on pages 8 and 9. It
                             consists  of the  assets  upon  which the  variable
                             values of this Policy are based.

  SUBACCOUNT                 The  subaccounts  to which the  owner may  allocate
                             portions  of the  Policy  Value of this  Policy are
                             listed  on  Pages  3-3B.  The  subaccounts  of  the
                             Separate Account are invested in the funds shown in
                             the Policy Specifications pages.

  SURRENDER VALUE            The Surrender Value for this Policy is set forth on
                             pages 7 and 8. It is the  Policy  Value  reduced by
                             surrender charges.

                                      -4-
<PAGE>

GENERAL PROVISIONS

  MUTUAL AMENDMENTS          Any and all terms of this  Policy may be amended by
                             mutual  agreement  in writing  between  SBL and the
                             Policyholder.  Any amendment to this Policy must be
                             signed by an authorized officer of SBL.

  UNILATERAL                 SBL may  unilaterally  amend this  Policy to comply
  AMENDMENTS                 with  laws  and  regulations  to  which  SBL may be
                             subject.  SBL  may  also  unilaterally  amend  this
                             Policy  to  comply  with  changes  in the  Internal
                             Revenue  Code.  SBL is not  obliged  to make  these
                             amendments. SBL shall provide advance notice to the
                             Policyholder of any such amendment.

  AGENTS                     Agents of SBL have no  authority to alter or modify
                             any of the terms,  conditions or agreements of this
                             Policy, or to waive any of its provisions.

  PERFORMANCE DATE ON        If the due date for any  activity  required by this
  NONBUSINESS DAY            Policy falls on a nonbusiness day, performance will
                             be rendered on the first business day following the
                             due date.

  ASSIGNMENT                 This Policy may not be assigned without the consent
                             of SBL. If  permitted,  SBL will not  guarantee the
                             validity of any assignment.

  DOCUMENTATION              The   Policyholder   shall  provide  SBL  with  any
                             information  and  documentation  required by SBL to
                             comply with state or federal law.

  PLAN QUALIFICATION         The  Plan and any  trust  which is part of the Plan
                             must meet the  requirements  for a  qualified  plan
                             under  Section 401 or 403 of the  Internal  Revenue
                             Code. The policyholder is responsible to obtain and
                             maintain   such   qualified   status.   Should  the
                             Policyholder fail to do so, SBL will have the right
                             to terminate this Policy.

  LIMITATION OF              Except as provided  with  respect to payment to SBL
  SBL'S LIABILITY            for the purchase of annuities  this Policy does not
                             provide for: (a) individual  recordkeeping;  or (b)
                             for  direct  payment  by SBL to any  individual  or
                             entity  other than the  Policyholder.  SBL makes no
                             representations  that the Policy  Value  under this
                             Policy will be sufficient to pay benefits under the
                             Plan.  The Plan Trustee is entirely  responsible to
                             provide  benefits under the Plan.  The  provisions,
                             conditions,  and terms of this  Policy  will govern
                             with respect to all rights and  obligations  of SBL
                             in spite of any  contrary  provisions,  conditions,
                             and  terms of the  Plan.  SBL is not a party to the
                             Plan. The Plan is not a part of this Policy.

  DATES                      Years,  months and  anniversaries  are all measured
                             from the Policy Date shown on Pages 3-3B.

  DUE PROOF OF DEATH         Any of the  following  items will be  sufficient as
                             due proof of death:

                             1.  A copy of a certified death certificate.

                             2.  A copy of a  certified  decree  of a  court  or
                                 competent  jurisdiction  as to the  finding  of
                                 death.

                             3.  A written  statement  by a medical  doctor  who
                                 attended the deceased Participant.

                             4.  Any proof satisfactory to SBL.

                             In spite of the preceding  conditions  SBL may rely
                             completely  upon a  written  statement  made by the
                             Policyholder of the death of the Participant.

                                      -5-
<PAGE>

DEATH BENEFIT

  BENEFIT AMOUNT             SBL will pay a death  benefit  to the  Policyholder
                             upon  receipt  at the Home  Office of 1) due proof,
                             acceptable to SBL, of a  Participant's  death prior
                             to  his  retirement   date  and  2)  the  following
                             necessary information. The death benefit will be an
                             amount not greater  than that under the  provisions
                             of the Plan to be paid in the case of the  death of
                             the   Participant.   The   death   benefit   for  a
                             Participant  cannot exceed the present value of the
                             current  accrued  portion  of the  pension  benefit
                             payable  at the  normal  retirement  date under the
                             Plan  for the  Participant.  If the  Plan is  being
                             funded by more than one method and/or  policy,  the
                             maximum  death  benefit  payable  under this Policy
                             will be reduced.  In this case of multiple funding,
                             the  maximum  death  benefit  will  be  reduced  by
                             multiplying  it  by  the  following  ratio  of  'a'
                             divided by 'b' where:

                               a - is the Policy Value under this Policy.

                               b - is the  total  of the  Policy  Values  and/or
                                   funds  accumulated  under all funding methods
                                   and/or policies.

                             The  Policyholder  must provide the  information to
                             calculate the death benefit before it will be paid.

                             The death benefit  amount will be paid as a partial
                             surrender under this Policy.  The partial surrender
                             will  be  paid  without  a  surrender  charge.  The
                             partial  surrender will not be considered as a free
                             withdrawal.  The  amount of the  partial  surrender
                             will  not   lower   the  free   withdrawal   amount
                             available.

PURCHASE PAYMENTS

  PAYMENT OF                 This  Policy  will  be  in  force  when  the  first
  PURCHASE PAYMENTS          purchase  payment  is  received  by  SBL.  Purchase
                             payments  are  payable  from the Policy  Date.  The
                             amount of a purchase  payment may be  increased  or
                             decreased from the prior payment amount. A purchase
                             payment  may not be less than  $25.00  without  the
                             approval of SBL. The total of the purchase payments
                             may not exceed  $2,000,000  without the approval of
                             SBL. Any excess  purchase  payments will be subject
                             to conditions that SBL may apply at that time.

                             All  purchase  payments  are  payable  at the  Home
                             Office of SBL.  If the  Policyholder  stops  paying
                             purchase   payments   and   this   Policy   is  not
                             terminated,  the  Policyholder  may  resume  paying
                             purchase payments subject to the conditions above.

                             The amount of each  purchase  payment  allocated to
                             each of the subaccounts or the General Account must
                             be at least $25.00. The Policyholder may change the
                             allocation  of  future  purchase   payment  to  the
                             General  Account  and the various  subaccounts.  To
                             make a change, a written notice must be received in
                             the Home Office of SBL. No change can be made which
                             allocates  less than the  equivalent  of $25.00 per
                             month to a  subaccount  or the General  Account.  A
                             change  in  allocation  will  not  affect  purchase
                             payment allocations before the change.

VALUATION

  ACCUMULATION OF            The  purchase  payments  received  by SBL  will  be
  PURCHASE PAYMENTS          applied  to  increase  the  Policy  Value  of  this
  ALLOCATED TO THE           Policy.  The purchase payments will be deposited in
  GENERAL ACCOUNT            the General  Account of SBL and the  subaccounts of
                             the  Separate  Account  of SBL as  directed  by the
                             Policyholder.   The   investments  of  the  General
                             Account  of  SBL  meet  the  requirements  for  the
                             investment of life and annuity  reserves  under the
                             insurance  code of the state  where this Policy was
                             issued.

                             The Policy Value in the General Account on any date
                             will be the Policy Value in the General  Account on
                             the  previous  anniversary  date of the Policy:  1)
                             increased   with  interest  to  the  date;  and  2)
                             increased  or  decreased  by the  following  events
                             occurring after the anniversary date:

                               a.  Purchase  payments  received and allocated to
                                   the General Account.

                               b.  Benefits paid from the General Account.

                               c.  Deductions  from  the  Policy  Value  in  the
                                   General  Account for the various  charges and
                                   fees of the Policy.

                               d.  Transfers  of part of the Policy Value in the
                                   General Account to the Separate Account.

                               e.  Transfers  of part of the Policy Value in the
                                   Separate Account to the General Account.

                               f.  Interest  on items "a"  through  "e" from the
                                   transaction date to the date.

                             The  effective  yearly  rate  of  interest  used to
                             calculate  the Policy Value in the General  Account
                             will be at least the amount shown in the guaranteed
                             interest  rate  section of Pages 3-3B.  SBL may, at
                             the  decision  of its  Board of  Directors,  credit
                             interest in excess of that  guaranteed.  The amount
                             and method of crediting  this excess  interest will
                             be determined by SBL.

  SEPARATE ACCOUNT           In addition to the General  Account  Policy  Value,
                             the Policy  Value will be  increased  by the dollar
                             value of the  accumulation  units  in the  Separate
                             Account.

                                      -6-
<PAGE>

VALUATION (CONTINUED)

  STATE PREMIUM TAXES        The  Policy  Value  will be  reduced  by any  state
                             premium  taxes  which  SBL  is  required  to pay on
                             behalf of the Policy.

NONFORFEITURE

  POLICY VALUE               The  Policy  Value  will  be as  explained  in  the
                             valuation  portion of this Policy.  SBL will notify
                             the  Policyholder  each year of the Policy Value to
                             date. This Policy will cease to have a Policy Value
                             after termination of this Policy.

  SURRENDER VALUE            The   Policyholder  may  terminate  the  Policy  or
                             surrender  part or all of the  Policy  Value at any
                             time. The request for termination or surrender must
                             be sent to the Home Office of SBL in writing.  When
                             SBL  receives  the  request,  it will  determine  a
                             Surrender  Value and pay the Surrender Value to the
                             Policyholder.

                             The  Surrender  Value will be the value asked to be
                             withdrawn  reduced  by  a  surrender  charge.   The
                             surrender  charge  will be the product of 'a' times
                             'b' where:

                               a - is the value asked to be withdrawn.

                               b - is the  appropriate  surrender  charge factor
                                   shown in Pages 3-3B.

                             The  value  of 'a' in the  above  product  will  be
                             reduced if, at the time the  request is  processed,
                             either or both of 1 or 2 occur:

                               1.  The value  asked to be  withdrawn  is greater
                                   than the total of the following:

                                   i.    Total purchase  payments for the policy
                                         received by SBL;

                                   ii.   plus  any   amount  by  which  'a'  was
                                         reduced  because  of item 1 or 2 at the
                                         time of any  prior  surrender  from the
                                         policy;

                                   iii.  less   total   prior   Policy    Values
                                         withdrawn from this Policy.

                               2.  This is the first  surrender  processed  this
                                   calendar month for the Policy and at the time
                                   more  than  one  year  has  elapsed  from the
                                   Policy Date.

                             For item 1, 'a' will be the value  defined  in item
                             1.  For item 2,  'a'  will be  reduced  by the free
                             withdrawal  amount. The free withdrawal amount will
                             be the  result  of item "i " less item "ii" but not
                             less than zero:

                               i.   the  product of the  Policy  Value as of the
                                    last   Anniversary   Date   times  the  free
                                    withdrawal factor shown on Pages 3-3B.

                               ii.  prior  amounts  withdrawn  free of surrender
                                    charges during the current policy year.

                             In the case where both item 1 and 2 apply, 'a' will
                             be  reduced  by the  greater  of the  two  possible
                             reductions. In no case will the surrender charge be
                             less than zero.

                             If a request for a partial  surrender of the Policy
                             Value does not state  which of the  subaccounts  or
                             the General  Account the value is to be surrendered
                             from,  SBL will  deplete  the  Policy  Value of the
                             subaccounts  in the  descending  order listed under
                             the  Separate  Account  section of Pages 3-3B.  The
                             General Account will be the last to be depleted.

                             When part of the  Policy  Value is  withdrawn,  the
                             Policy  Value will be reduced by the value asked to
                             be withdrawn.

                             If the value asked to be withdrawn would reduce the
                             Policy Value by 90% or more,  SBL may terminate the
                             Policy and pay the  Policyholder the Policy's total
                             Surrender Value.

                             The  Surrender  Value of this  Policy  will  always
                             equal or exceed the minimum required by law.

                                      -7-
<PAGE>

NONFORFEITURE
(CONTINUED)

  SURRENDER VALUE            The Surrender Value is a benefit of this Policy.
  (CONTINUED)
                             Payment of any  Surrender  Value from the  Separate
                             Account  will be made  within 7 days of the day the
                             request  is  received  at the Home  Office  of SBL,
                             except  that a day on  which  one of the  following
                             events occur will not be counted as one of the 7:

                               1.  The New York Stock  Exchange is closed except
                                   for holidays or weekends.

                               2.  The  Securities  and Exchange  Commission has
                                   determined that trading on the New York Stock
                                   Exchange is restricted.

                               3.  The   Securities   and  Exchange   Commission
                                   permits postponement and so orders.

                               4.  An  emergency   exists,  as  defined  by  the
                                   Securities and Exchange  Commission,  so that
                                   valuation   of  the  assets  or  disposal  of
                                   securities is not reasonably practicable.

                             The payment of any Surrender Value from the General
                             Account  may be  deferred  by SBL for the amount of
                             time  permitted  by law.  The  payment  will not be
                             deferred  for more than six months from the day the
                             request is received by SBL.

  FORCED TERMINATION         SBL  may,  at its  option,  terminate  this  Policy
                             whenever any of the following conditions exist.

                               1.  If the Policy  Value at any time from the end
                                   of the first policy year to just prior to the
                                   end of the  third  policy  year is less  than
                                   $10,000.

                               2.  If the  Policy  Value at any time at or after
                                   the end of the third policy year is less than
                                   $20,000.

                               3.  The Plan noted on Pages 3-3B terminates.

                               4.  The  Plan   noted  on  Pages   3-3B   becomes
                                   disqualified  under Section 401 or 403 of the
                                   Internal Revenue Code of the USA.

                               5.  For any reason after the eighth policy year.

                             If SBL terminates this Policy under this provision,
                             SBL  will  pay to the  Policyholder  the  Surrender
                             Value.  The  termination  will  be  processed  as a
                             complete surrender.

SEPARATE ACCOUNT
PROVISIONS

  INTRODUCTION               This portion of this Policy contains the provisions
                             relating  to the  Separate  Account of SBL to which
                             the  Policyholder may allocate  purchase  payments.
                             The Separate  Account and  subaccounts are shown in
                             the Separate Account section of Pages 3-3B.

  OWNERSHIP OF               SBL has sole ownership and control of the assets of
  SEPARATE ACCOUNT           the  Separate  Account.  The  Policyholder  of this
                             Policy is entitled to vote at meetings of owners of
                             policies  of  this  class  as  required  under  the
                             Investment  Company Act of 1940.  SBL will send the
                             Policyholder  at  least  once  each  year a  report
                             stating:   1)  the  number  of  accumulation  units
                             credited  to  his   account;   2)  a  statement  of
                             investments  held by each fund; 3) proxy  material;
                             and 4) a voting form.

  SEPARATE ACCOUNT           The Separate  Account,  as shown on Pages 3-3B, has
  DEFINED                    been  established  by SBL under the laws of Kansas.
                             The Separate  Account is a unit  investment  trust.
                             When used in this  Policy,  Separate  Account  will
                             mean  the  assets  of SBL in the  Separate  Account
                             shown on  Pages  3-3B.  The  Separate  Account  was
                             established by SBL to provide variable benefits for
                             this class of  policies.  The  income,  gains,  and
                             losses from the Separate Account will be charged to
                             it,  without  regard to the experience of the other
                             separate accounts of the General Account of SBL.

  FUNDS DEFINED              The  subaccounts  of the Separate  Account each are
                             invested  wholly  in the  funds  as  shown on Pages
                             3-3B.   The   funds   are   diversified,   open-end
                             management  investment  companies  registered under
                             the Investment Company Act of 1940.

                                      -8-
<PAGE>

SEPARATE ACCOUNT
PROVISIONS (CONTINUED)

  ACCUMULATION               The  value  of  an   accumulation   unit  for  each
  UNIT VALUES                subaccount  of the  Separate  Account on any day is
                             equal to 'a'  divided  by 'b.' For each  subaccount
                             'a' is the net asset  value  (NAV) of the shares of
                             the Series of the fund in which the  subaccount  is
                             invested reduced by:

                               1.  The  product  of  the   previous   day's  NAV
                                   multiplied by the Actuarial Risk Fee (ARF).

                               2.  Any   deduction  for  provision  for  federal
                                   income tax.

                             For  each   subaccount,   'b'  is  the   number  of
                             accumulation   units  of  the   subaccount  at  the
                             beginning of the day. The value of an  accumulation
                             unit may increase or decrease.

                             Dividend and other cash  distributions  made by the
                             Series  of the  fund  to  the  subaccount  will  be
                             reinvested in additional  mutual fund shares of the
                             same  Series  of  the  fund  and  the  value  of an
                             accumulation  unit will be  increased.  The Charges
                             and Fees,  explained in that section of Pages 3-3B,
                             will result in the sale of shares of the fund and a
                             reduction  of the  accumulation  units  credited to
                             this Policy.  Purchase payment amounts allocated to
                             each  subaccount  will be  used by SBL to  purchase
                             additional  accumulation  units of that subaccount.
                             The  number of units  purchased  will be the amount
                             allocated to the subaccount divided by the value of
                             one accumulation unit for the subaccount on the day
                             the  purchase  payment is received by SBL.  Benefit
                             payments  because of death, or by surrender of part
                             or all of the  Surrender  Value,  or because of the
                             purchase  of an annuity  will result in a reduction
                             of the number of  accumulation  units  credited  to
                             this Policy.  The  reduction  will be sufficient to
                             generate the necessary Policy Value change.

  SPLITTING UNITS            SBL  has  the  right  to  split  the  value  of any
                             accumulation  unit if such is  deemed  to be in the
                             best interest of the Policyholder, the Participant,
                             and SBL. Any split made will be made  equitably and
                             will have no material  effect on the  benefits  and
                             provisions of this policy.

  FLUCTUATION                The  Policy  Value,  and  Surrender  Value  of  the
  OF VALUES                  Separate  Account  may be less than the total value
                             of the purchase  payments  allocated to it adjusted
                             for surrenders,  transfers,  and benefits. SBL does
                             not guarantee  the  investment  performance  of the
                             funds in which the Separate Account is invested.

  TRANSFER RIGHTS            The  Policyholder  may transfer  part of the Policy
                             Value  between  the  various  subaccounts  and  the
                             General  Account once every 30 days. A transfer fee
                             (shown on Pages  3-3B)  will be  charged  after the
                             first  transfer in a policy year.  The Transfer Fee
                             will be charged sequentially to the Policy Value in
                             the  subaccounts in the  descending  order shown in
                             the  Separate  Account  section of Pages 3-3B.  The
                             Policy  Value of each  subaccount  will be depleted
                             before the next is  charged.  The  General  Account
                             will be the  last  charged.  The  total  of  dollar
                             amounts transferred from the General Account during
                             a policy  year will be limited to the  greatest  of
                             the three following values:

                               1.  Five thousand dollars ($5,000.00).

                               2.  One third  (1/3) of the  amount of the Policy
                                   Value  in the  General  Account  at  time  of
                                   transfer.

                               3.  The product of "a" times "b", where:

                                   "a"   is  the   total   of   dollar   amounts
                                   transferred  from the General  Account during
                                   the previous policy year.

                                   "b" is 1.2.

                                      -9-
<PAGE>

ANNUITIES

  AVAILABILITY               At the  election  of and  upon  application  by the
                             Policyholder  in writing,  SBL will direct  amounts
                             from the Policy for the purchase of annuities  from
                             SBL and for the payment of any premium  taxes which
                             SBL determines to be applicable to the Policy.  The
                             premium,  fees, and form of annuity  available will
                             be  determined  on  a  basis  consistent  with  the
                             annuity  purchase rates and types of annuities then
                             in use by SBL for  annuity  purchases  under  other
                             contracts of this class.  The  immediate  annuities
                             purchased from SBL under this provision must either
                             provide that:

                             1)  continued  payment of annuity  installments  is
                                 contingent on survival of an annuitant, or

                             2)  annuity   installment   payments   must  be  of
                                 nondecreasing amounts extending over at least a
                                 five year period.

ADDITIONAL SERVICES

  CHARGES FOR                Additional  services  for the Plan may be  provided
                             through a separate  agreement  between  SBL and the
                             Policyholder.  Payment for services rendered may be
                             made directly from the Policy Value of this Policy.
                             If  an  alternate  payment   arrangement  has  been
                             mutually agreed to, payment will be charged against
                             the  Policy  Value  of  this  Policy  only  if  not
                             otherwise paid when due.

                                      -10-
<PAGE>

                                   ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this Policy as of its Issue Date or, if later,  the
                             date shown below.

FEES AND CHARGES             The  "Fees &  Charges"  section  of the  Policy  is
                             amended  by adding  the  following:  The $30.00 per
                             year fee will not be charged  during a Policy Year,
                             provided  that (1) the Policy has been in force for
                             eight Policy Years or more; and (2) Policy Value on
                             December  31 of that  Policy  Year (or in the event
                             the   Policy   is   terminated,   on  the  date  of
                             termination) is $25,000 or more.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
  Endorsement Effective Date
  (If Other Than Issue Date)

<PAGE>

WE THANK YOU FOR THE  PURCHASE OF THIS  ANNUITY AND HOPE THAT YOUR  RELATIONSHIP
WITH US WILL ENDURE FOR MANY YEARS TO COME. IF YOU HAVE ANY QUESTIONS ABOUT THIS
OR ANY OTHER SECURITY BENEFIT  PRODUCT,  PLEASE FEEL FREE TO CALL US AT THE HOME
OFFICE, OR CONTACT YOUR SECURITY BENEFIT AGENT.




                      A BRIEF DESCRIPTION OF THIS POLICY


           This is a FLEXIBLE PREMIUM GENERAL AND SEPARATE ACCOUNT
                      UNALLOCATED GROUP ANNUITY POLICY.




ALL PAYMENTS AND VALUES  PROVIDED BY THIS POLICY,  WHEN BASED ON THE  INVESTMENT
EXPERIENCE  OF A SEPARATE  ACCOUNT,  ARE VARIABLE AND ARE NOT  GUARANTEED  AS TO
FIXED DOLLAR AMOUNT.

                                  [SBLIC LOGO]
          700 SW HARRISON ST., TOPEKA, KANSAS 66636-0001 (913) 295-3000


<PAGE>


                  ENDORSEMENT FOR ANNUITY POLICY LOAN PROVISION

INTRODUCTION AND REQUIREMENTS FOR A LOAN:

     This  endorsement  is  attached  to and made  part of your  Contract/Policy
(referred to herein as the "Policy"). Notwithstanding any other provision of the
Policy to the contrary,  the following  provisions shall apply. The Owner of the
Policy is herein called "the Borrower",  "you", or "your". Security Benefit Life
Insurance  Company is herein called "SBL".  The General or Fixed Account of your
policy is herein referred to a the "Fixed Account".

     Prior to the start of retirement annuity installments (the "maturity date")
SBL will lend an amount applied for to the Borrower  subject to the limitations,
interest rates, and repayment  procedures set out in this endorsement and in the
loan agreement  between the Borrower and SBL. Any loan applied for must be for a
minimum of $1,000.  All annuity  policy loans must be repaid before the maturity
date. Only two new loans will be permitted per policy year.

     The maximum loan amount for all policies  combined,  is generally  equal to
the lesser of: (1) $50,000 reduced by the excess of: (a) the highest outstanding
loan balance within the preceding  12-month  period ending on the day before the
date the loan is made;  over (b) the  outstanding  loan  balance on the date the
loan is made; or (2) 50% of your account value or $10,000, whichever is greater.
However,  you may not borrow an amount which exceeds your total annuity  account
value minus the amount needed as security described below.

     When your loan is  approved,  SBL will  transfer  to an account  within the
Fixed Account, referred to as the Loan Account, an amount equal to the amount of
your  loan.  In  addition,  10% of the loaned  amount  will be held in the Fixed
Account as security for the loan.

REPAYMENT PROCEDURES:

     All  loans  under  this and  prior  loan  endorsements  must be  repaid  as
specified in the loan agreement and  endorsement.  Except for cases that qualify
under the Internal  Revenue Code as  determined by SBL, all loans must be repaid
within 5 years of approval.  All loan repayments must be scheduled to be paid in
equal amounts on the same day of each calendar  month or calendar  quarter.  For
monthly  repayments the first scheduled  repayment may not be later than 30 days
after  the  date of  approval  of the loan  application  by SBL.  For  quarterly
repayments,  the first  scheduled  repayment may not be later than 90 days after
the date of approval of the loan  application by SBL. Before a loan is permitted
a written  application  and loan  agreement must be received by SBL. The written
application  and loan agreement  must be completed on a form  acceptable to SBL.
SBL may postpone  final  approval or  disapproval of a loan for up to six months
after the application for a loan is received.

     Each loan  payment  must be labeled as such.  Any  payment not labeled as a
loan  payment  will be treated as a purchase  payment.  Each loan  payment  will
reduce the Loan Account by the amount the payment reduces the  outstanding  loan
balance.  The amount held as security  will also be reduced by each loan payment
so that the security is equal to 10% of the outstanding loan balance immediately
after the loan payment is made.  Amounts  which are no longer needed in the Loan
Account will be allocated in accordance with current purchase payment allocation
instructions.  However,  amounts which are no longer needed as security will NOT
automatically  be allocated  in  accordance  with  purchase  payment  allocation
instructions.  The loan may be repaid in full at any time.  When repaid in full,
the Loan Account and the amount held as security will be reduced to $0.

FAILURE TO MAKE PAYMENTS:

     If any required  loan  payment is not paid,  within 30 days of the due date
for loans with a month repayment  schedule or within 90 days of the due date for
loans with a quarterly  repayment  schedule,  the TOTAL OUTSTANDING LOAN BALANCE
will be deemed to be in  default.  The entire  loan  balance,  with any  accrued
interest,  will be  reported to the  Internal  Revenue  Service  ("IRS") on Form
1099-R for the year the  default  occurred.  Once a loan has gone into  default,
regularly scheduled payments will not be accepted.  However,  the principal plus
accrued  interest  may be paid in full at any  time.  Notwithstanding  any other
provision of the Policy or this  endorsement to the contrary,  no new loans will
be allowed when there is a loan in default.

     Interest will continue to accrue on a loan in default.  You may pay accrued
interest  each  year  when  notified  by SBL.  If such  interest  is not paid by
December 31st of each year, it will be added to the  outstanding  balance of the
loan and will be reported to the IRS on Form 1099-R.  Account value equal to the
amount of the accrued interest will be transferred to the Loan Account.  Account
value held in the Fixed  Account as security for the loan will also be increased
so that the security is again equal to 10% of the  outstanding  loan.  If a loan
continues  to be in default  when you attain age 59 1/2,  the total  outstanding
balance  will  be  deducted  from  your  account  value.   The  Policy  will  be
automatically  terminated if the  outstanding  loan balance on a loan in default
equals or  exceeds  the amount  for which the  Policy  may be  surrendered.  The
proceeds  from  the  Policy  will be used to repay  the debt and any  applicable
surrender or withdrawal charges.

V6047 L-3 (1-97)                                      NON-ERISA       SP 6047B1


<PAGE>


INTERNAL REVENUE CODE:

     SBL makes no  representations or guarantees as to the tax effect a loan may
have on the Borrower.  SBL suggests that the Borrower  consult  independent  tax
counsel for specific advice.

INTEREST RATES:

     The loan  rate of  interest  is 2% more  than  the  minimum  interest  rate
guaranteed in the Policy.  Account value securing the loan will be credited with
the  current  interest  rate.  Amounts  allocated  to the Loan  Account  will be
credited with the minimum guaranteed rate specified in the Policy. Interest will
be  charged  each day that the debt (i.e.  principal  of loan  outstanding  plus
interest) is not repaid.  Account value  securing the loan will also be credited
with interest each day that the debt remains unrepaid.

OTHER EFFECTS ON POLICY PROVISIONS:

     Partial withdrawals, surrenders or transfers will not be allowed on amounts
held in the Loan Account or on amounts held as security for the loan.

     If the Policy is surrendered,  or if a death benefit becomes  payable,  the
amount  otherwise  receivable  will be reduced by the amount of the  outstanding
loan, plus any accrued interest.

                                       SECURITY BENEFIT LIFE INSRUANCE COMPANY

                                                   ROGER K. VIOLA

                                                       Secretary

- -----------------------------------------
Endorsement Effective Date, if other than
Date of Issue of Policy


<PAGE>


               ENDORSEMENT FOR ANNUITY CERTIFICATE LOAN PROVISION


INTRODUCTION AND REQUIREMENTS FOR A LOAN:

     This  endorsement is attached to and made part of the Policy or Certificate
as appropriate:  (1) as of its date of issue; or (2) as of the date shown below.
References  in  the   endorsement   to  "Policy"  shall  be  deemed  to  include
"Certificate"  where appropriate.  The General or Fixed Account of the Policy is
herein  referred  to as the "Fixed  Account."  The  person  herein  called  "the
Borrower",  "you",  or  "your"  is:  (1)  the  Owner  of  the  Policy;  or (2) a
Participant under a Certificate if approved by the Owner.  Security Benefit Life
Insurance Company is herein called "SBL".

     Prior  to the  scheduled  start of  retirement  annuity  installments  (the
"maturity date"), SBL will lend an amount applied for to the Borrower subject to
the limitations,  interest rates, and repayment  procedures set out in: (1) this
endorsement;  and (2) the loan agreement  between the Borrower and SBL. Any loan
applied for must be for a minimum of $1,000. All loans must be repaid before the
maturity date.

     The maximum loan amount for all policies  combined,  is generally  equal to
the lesser of: (1) $50,000 reduced by the excess of: (a) the highest outstanding
loan balance within the preceding  12-month  period ending on the day before the
date the loan is made;  over (b) the  outstanding  loan  balance on the date the
loan is made; or (2) 50% of your account value or $10,000, whichever is greater.
However,  you may not borrow an amount which exceeds your total annuity  account
value minus the amount needed as security described below.

     When your loan is  approved,  SBL will  transfer  to an account  within the
Fixed Account, referred to as the Loan Account, an amount equal to the amount of
your  loan.  In  addition,  10% of the loaned  amount  will be held in the Fixed
Account as security for the loan.

REPAYMENT PROCEDURES:

     All  loans  under  this and  prior  loan  endorsements  must be  repaid  as
specified in the loan agreement and  endorsement.  Except for cases that qualify
under the Internal  Revenue Code, as determined by SBL, all loans must be repaid
within 5 years of approval.  All loan repayments must be scheduled to be paid in
equal amounts on the same day of each calendar  month or calendar  quarter.  For
monthly  repayments the first scheduled  repayment may not be later than 30 days
after  the  date of  approval  of the loan  application  by SBL.  For  quarterly
repayments the first scheduled repayment may not be later than 90 days after the
date of  approval  of the loan  application  by SBL.  Before a loan is allowed a
written  application  and loan  agreement  must be received by SBL.  The written
application and loan agreement must be completed on SBL's form. SBL may postpone
final  approval  or  disapproval  of a  loan  for  up to six  months  after  the
application for a loan is received.

     Each loan  payment  must be labeled as such.  Any  payment not labeled as a
loan  payment  will be treated as a Purchase  Payment.  Each loan  payment  will
reduce the Loan Account by the amount the payment reduces the  outstanding  loan
balance.  The amount held as security  will also be reduced by each loan payment
so that the security is equal to 10% of the outstanding loan balance immediately
after the loan payment is made.  Amounts  which are no longer needed in the Loan
Account will be allocated in accordance with current purchase payment allocation
instructions.  However,  amounts which are no longer needed as security will NOT
automatically  be allocated  in  accordance  with  purchase  payment  allocation
instructions.  The loan may be repaid in full at any time.  When repaid in full,
the Loan Account and the amount held as security will be reduced to $0.

FAILURE TO MAKE PAYMENTS:

     If any required  loan  payment is not paid,  within 30 days of the due date
for loans with a monthly  repayment  schedule  or within 90 days of the due date
for loans  with a  quarterly  repayment  schedule,  the TOTAL  OUTSTANDING  LOAN
BALANCE  will be deemed to be in  default.  The entire  loan  balance,  with any
accrued  interest,  will be reported to the Internal  Revenue Service ("IRS") on
Form  1099-R  for the  year the  default  occurred.  Once a loan  has gone  into
default,  regularly  scheduled  payments  will  not be  accepted.  However,  the
principal plus accrued interest may be paid in full at any time. Notwithstanding
any other  provision of the Policy or this  endorsement to the contrary,  no new
loans will be allowed when there is a loan in default.

     Interest will continue to accrue on a loan in default.  You may pay accrued
interest  each  year  when  notified  by SBL.  If such  interest  is not paid by
December 31st of each year, it will be added to the  outstanding  balance of the
loan and will be reported to the IRS on Form 1099-R.  Account value equal to the
amount of the accrued interest will be transferred to the Loan Account.  Account
value held in the Fixed  Account as security for the loan will also be increased
so that the security is again equal to 10% of the  outstanding  loan.  If a loan
continues  to be in default  when you attain age 59 1/2,  the total  outstanding
balance  will  be  deducted  from  your  account  value.   The  Policy  will  be
automatically  terminated if the  outstanding  loan balance on a loan in default
equals or  exceeds  the amount  for which the  Policy  may be  surrendered.  The
proceeds  from  the  Policy  will be used to repay  the debt and any  applicable
surrender or withdrawal charges.

GV6821 L-4 (1-97)
<PAGE>

INTERNAL REVENUE CODE:

     SBL makes no  representations or guarantees as to the tax effect a loan may
have on the Borrower.  SBL suggests that the Borrower consult an independent tax
counsel for specific advice.

INTEREST RATES:

     The loan  rate of  interest  is 2% more  than  the  minimum  interest  rate
guaranteed in the Policy.  Account value securing the loan will be credited with
the current interest rate. Amounts in the Loan Account will be credited with the
minimum  guaranteed rate specified in the Policy.  Interest will be charged each
day  that  the debt is not  repaid.  Account  value  securing  the loan  will be
credited with interest each day the debt remains unpaid.

OTHER EFFECTS ON POLICY AND CERTIFICATE PROVISIONS:

     Partial  withdrawals,  surrenders,  or  transfers  will not be  allowed  on
amounts held in the Loan Account or on amounts held as security for the loan.

     If the Policy is surrendered,  or if a death benefit becomes  payable,  the
amount  otherwise  receivable  will be reduced by the amount of the  outstanding
loan, plus any accrued interest.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                      ROGER K. VIOLA
                                                         Secretary

- -----------------------------------------
Endorsement Effective Date, if other than
Date of Issue of Policy.


<PAGE>


                 ENDORSEMENT FOR ANNUITY POLICY LOAN PROVISION


INTRODUCTIONS AND REQUIREMENTS FOR LOAN:

     This endorsement is attached to and made part of your Policy as of its date
of issue or as of the date shown below.  If attached after the date of issue any
new loans  permitted  on or after the date shown  below will be governed by this
endorsement;  not by any loan  endorsement  with an earlier  effective date. The
Owner of the Policy is herein called "the Borrower",  "you", or "your". Security
Benefit Life Insurance Company is herein called "SBL", "we", or "our".

     Prior to the start of retirement annuity installments (the "maturity date")
SBL will lend an amount applied for to the Borrower  subject to the limitations,
interest rates, and repayment  procedures set out in this endorsement and in the
loan  agreement  between the Borrower and SBL. All annuity  policy loans must be
repaid before the maturity date.

     For Policies  with Policy  Value of $20,000 or less,  the maximum loan that
can be taken is the amount that  produces a loan balance  immediately  after the
loan that is the lesser of $10,000 or 75% of the Policy Value. For Policies with
Policy Value over $20,000, the maximum loan that can be taken is the amount that
produces a loan  balance  immediately  after the loan that is the lesser of: (1)
$50,000 reduced by the excess of (a) the highest outstanding loan balance within
the  preceding 12 month period  ending on the date the loan is made over (b) the
outstanding  loan balance on the date the loan is made; or (2) 50% of the Policy
Value.

SECURITY FOR THE LOAN:

     When your loan is approved we will transfer Policy Value from the Series of
the  Separate  Account to the  General  Account  in an amount  equal to the loan
amount into an account  called the Loan Account.  Amounts  allocated to the Loan
Account  earn  the  minimum  rate of  interest  guaranteed  in your  Policy.  In
addition,  after your loan is approved, a certain amount of Policy Value will be
transferred  to the  General  Account as  security  for the loan.  The amount of
security  required depends on your Policy Value. If your Policy Value is $20,000
or less,  upon approval of a loan we will transfer  Policy Value from the Series
of the Separate  Account to the General  Account in an amount equal to one-third
of: (i) the amount of the current loan;  and (ii) all previous  loans which have
not been repaid.  If your Policy Value exceeds $20,000,  upon approval of a loan
we will  transfer  Policy Value from the Series of the  Separate  Account to the
General  Account  in an amount  equal to:  (i) the  current  loan;  and (ii) all
previous  loans which have not been repaid.  This Policy Value  allocated to the
General  Account  earns the current rate of interest and is the security for the
loan.

REPAYMENT PRODECURES AND FAILURE TO MAKE PAYMENTS:

     Any new loan must be for at least  $1,000.00.  At the time of loan approval
the sum of the following may not exceed the dollar value limit on debt specified
herein: (1) all outstanding principal and interest on prior loans under all loan
endorsements attached to the Policy; plus (2) the current loan applied for. Only
two new loans will be permitted per policy year.  All loans under this and prior
loan  endorsements  must be  repaid  as  specified  in the  loan  agreement  and
endorsement.  Except for cases that qualify  under the Internal  Revenue Code as
determined by SBL, all loans must be repaid within 5 years of approval. All loan
repayments must be scheduled to be paid in equal amounts on the same day of each
calendar month or calendar quarter.  For monthly  repayments the first scheduled
repayment  may not be later than 30 days after the date of  approval of the loan
application by SBL. For quarterly repayments,  the first scheduled repayment may
not be later than 90 days after the date of approval of the loan  application by
SBL. Before a loan is permitted a written application and loan agreement must be
received by SBL. The written application and loan agreement must be completed on
a form  acceptable to SBL. SBL may postpone  final  approval or disapproval of a
loan for up to six months after the application for a loan is received.

     Each loan payment must be labeled as such.  Upon receipt of a loan payment,
we will  transfer  Policy  Value from the Loan  Account to the  General  Account
and/or the Series of the Separate  Account  according to the Borrower's  current
allocation  instructions  with respect to the purchase  payments.  The amount of
Policy Value  transferred  from the Loan Account shall be equal to the amount by
which the payment reduces the outstanding  loan balance.  The loan may be repaid
in full at any time,  in which event,  the Loan Account  shall be reduced to $0.
After a loan is repaid,  the Policy Value in the General Account which serves as
security for the loan will not automatically be reallocated to the Series of the
Separate  Account.  Such  reallocation,  if desired,  must be  requested  by the
Borrower.

     If a loan payment is not made as specified and scheduled  herein and in the
loan  agreement,  we will  withdraw or surrender the amount of Policy Value from
the Policy required to make the payment, including interest accrued thereon. Any
surrender or withdrawal  charges which apply on such withdrawal shall be imposed
in addition to the loan payment and interest.  If the Policy provides for a free
withdrawal  factor  ("FWF"),  the  surrender  or  withdrawal  charges  shall  be
calculated  assuming a FWF of zero. The amount of Policy Value withdrawn to make
a payment,  including  interest,  will be withdrawn  first from the value of the
Policy  in  the  General  Account  serving  as  security  for  the  loan  and if
insufficient,  then from other Policy Value. Any surrender or withdrawal charges
resulting  from amounts  withdrawn to make a payment will be deducted first from
the value of the  Policy in the  General  Account  other  than that  serving  as
security for any loan and then from other Policy Value.

V6047 L-2 (3-94)
<PAGE>

INTERNAL REVENUE CODE:

     SBL makes no  representations or guarantees as to the tax effect a loan may
have on the Borrower.  SBL suggests that the Borrower  consult  independent  tax
counsel for specific advice.

INTEREST RATES:

     The loan rate of interest on loans  approved  after the  effective  date of
this  endorsement  will be 2% more than the minimum  interest rate guaranteed in
the Policy. The Policy Value securing the loan will be credited with the current
interest  rate and amounts  allocated to the Loan Account will be credited  with
the minimum  guaranteed  rate specified in the Policy.  Interest will be charged
each day that the debt (i.e. principal of loan outstanding plus interest) is not
repaid.  The Policy Value  securing the loan will be credited with interest each
day that the debt remains unrepaid.

DOLLAR VALUE LIMIT ON DEBT:

     The total  outstanding  debt under this and all prior  endorsements may not
exceed:

     1.  If the Policy Value is less than or equal to $13,333, 75% of the Policy
         Value.

     2.  If the Policy Value is greater than $13,333,  but less than or equal to
         $20,000, $10,000.

     3.  If the Policy Value exceeds $20,000, the lesser of: (1) $50,000 reduced
         by the excess of (a) the highest  outstanding  loan balance  within the
         preceding 12 month period ending on the day before the date the loan is
         made  over (b) the  outstanding  loan  balance  on the date the loan is
         made; or (2) 50% of the Policy Value.

OTHER EFFECTS ON POLICY PROVISIONS:

     Partial withdrawals,  surrenders or transfers from the General Account will
be allowed only to the extent that the amount  remaining in the General  Account
will be sufficient  to meet the security  requirements  of the then  outstanding
debt as outlined in the section "Security for the Loan."

     If the Policy contains each of the two following provisions, the part which
may be  withdrawn  free of charge  will be reduced by the ratio  which the total
outstanding  debt bears to the value of the Policy in the General  Account as of
the time of withdrawal:

     1.  Policy provides for withdrawal or surrender charges.

     2.  Policy allows withdrawal of part of the Policy Value free of charge.

     In the following cases, the amount otherwise  receivable will be reduced by
any outstanding debt and withdrawal or surrender charges on the amount withdrawn
to repay the debt if applicable:

     1.  Death of the Annuitant.

     2.  Total  surrender  of the  dollar  value of the  Policy  in the  General
         Account, or termination of the General Account.

     3.  Application  of the dollar  value of the Policy in the General  Account
         under a settlement option.

     4.  Maturity of the Policy.

     5.  Attachment, levy or other involuntary transfer of the General Account.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                    ROGER K. VIOLA
                                                       Secretary

- -----------------------------------------
Endorsement Effective Date, if other than
Date of Issue of Policy.


<PAGE>


               ENDORSEMENT FOR ANNUITY CERTIFICATE LOAN PROVISION


INTRODUCTION AND REQUIREMENTS FOR LOAN:

     This endorsement is attached to and made part of the Policy:  (1) as of its
date of issue;  or (2) as of the date shown below. If attached after the date of
issue any new loans  permitted on or after the date shown below will be governed
by this endorsement; not by any loan endorsement with an earlier effective date.
The person herein called "the  Borrower",  "you", or "your" is: (1) the Owner of
the Policy;  or (2) a Participant  under a Certificate if approved by the Owner.
Security Benefit Life Insurance Company is herein called "SBL", "we" or "our".

     Prior to the scheduled  start of retirement  annuity  installments  under a
Certificate (the "retirement  date"), SBL will lend an amount applied for to the
Borrower.  The loan will be  subject to the  limitations,  interest  rates,  and
repayment  procedures  set out  in:  (1)  this  endorsement;  and  (2) the  loan
agreement  between the Borrower and SBL. All annuity  Certificate  loans under a
Certificate must be repaid before the retirement date.

     The  amount  which  may be  borrowed  is  based  on the  dollar  value of a
Participant's Certificate.  For Certificates with a Certificate Value of $20,000
or less,  the maximum loan that can be taken is the amount that  produces a loan
balance  immediately  after the loan that is the lesser of $10,000 or 75% of the
Certificate  Value. For Certificates  with Certificate  Value over $20,000,  the
maximum  loan  that can be taken is the  amount  that  produces  a loan  balance
immediately  after the loan that is the lesser of:  (1)  $50,000  reduced by the
excess of (a) the highest outstanding loan balance within the preceding 12 month
period ending on the date the loan is made over (b) the outstanding loan balance
on the date the loan is made; or (2) 50% of the Certificate Value.

SECURITY FOR THE LOAN:

     When a Participant's  loan is approved we will transfer  Certificate  Value
from the  Series of the  Separate  Account to the  General  Account in an amount
equal to the loan amount into an account called the Loan Account. Amounts in the
Loan  Account  earn the minimum rate of interest  guaranteed  in the Policy.  In
addition, after the loan is approved, a certain amount of Certificate Value will
be  transferred  to the General  Account as security for the loan. The amount of
security required depends on the Certificate  Value. If the Certificate Value is
$20,000 or less, we will transfer  Certificate Value from the Series of Separate
Account  to the  General  Account in the amount  equal to  one-third  of (i) the
amount of the  current  loan;  and (ii) all  previous  loans which have not been
repaid. If the Certificate Value exceeds $20,000,  we will transfer  Certificate
Value  from the Series of the  Separate  Account  to the  General  Account in an
amount equal to: (i) the current loan; and (ii) all previous loans that have not
been repaid.  This  Certificate  Value in the General  Account earns the current
rate of interest. It is also the security for the loan.

REPAYMENT PROCEDURES AND FAILURE TO MAKE PAYMENTS:

     Any new loan must be for at least  $1,000.00.  At the time of loan approval
the sum of the following may not exceed the dollar value limit on debt specified
herein: (1) all outstanding principal and interest on prior loans under all loan
endorsements attached to the Certificate; plus (2) the current loan applied for.
Only two new loans will be permitted per Certificate  year. All loans under this
and prior loan endorsements for a certificate must be repaid as specified in the
loan agreement and endorsement. Except for cases that qualify under the Internal
Revenue  Code,  as determined by SBL, all loans must be repaid within 5 years of
approval. All loan repayments must be scheduled to be repaid in equal amounts on
the same day of each calendar month or calendar quarter.  For monthly repayments
the first  scheduled  repayment  may not be later than 30 days after the date of
approval of the loan  application  by SBL. For  quarterly  repayments  the first
scheduled  repayment may not be later than 90 days after the date of approval of
the loan application by SBL. Before a loan is allowed a written  application and
loan  agreement  must be  received  by SBL.  The  written  application  and loan
agreement  must be completed on SBL's form.  SBL may postpone  final approval or
disapproval of a loan for up to six months after the  application  for a loan is
received.

     Each loan payment must be labeled as such.  Upon receipt of a loan payment,
we will transfer  Certificate Value from the Loan Account to the General Account
and/or the Series of the Separate  Account  according to the Borrower's  current
allocation  instructions  with respect to the purchase  payments.  The amount of
Certificate Value transferred from the Loan Account shall be equal to the amount
by which the  payment  reduces the  outstanding  loan  balance.  The loan may be
repaid in full at any time.  When repaid,  the Loan Account  shall be reduced to
$0. After a loan is repaid,  the Certificate  Value in the General Account which
served as security for the loan will not  automatically  be  reallocated  to the
Series of the Separate Account. Such reallocation, if desired, must be requested
by the Borrower.

     If a loan payment is not made as specified and scheduled  herein and in the
loan  agreement,  we will withdraw or surrender the amount of Certificate  Value
from the Certificate  required to make the payment,  including  interest accrued
thereon.  Any  surrender or withdrawal  charges  which apply on such  withdrawal
shall be imposed in addition to the loan  payment  and  interest.  If the Policy
provides a free withdrawal factor ("FWF"),  the surrender or withdrawal  charges
shall be  calculated  assuming a FWF of zero.  The amount of  Certificate  Value
withdrawn to make a payment,  including interest,  will be withdrawn:  (1) first
from the value of the Certificate in the General Account serving as security for
the loan;  and, if  insufficient,  (2) then from other  Certificate  Value.  Any
surrender or  withdrawal  charges  resulting  from  amounts  withdrawn to make a
payment will be  deducted:  (1) first from the value of the  Certificate  in the
General  Account other than that serving as security for any loan;  and (2) then
from other Certificate Value.

GV6821 L-3 (3-94)
<PAGE>

INTERNAL REVENUE CODE

     SBL makes no  representations or guarantees as to the tax effect a loan may
have on the Borrower.  SBL suggests that the Borrower consult an independent tax
counsel for specific advice.

INTEREST RATES:

     The loan rate of interest on loans  approved  after the  effective  date of
this  endorsement  will be 2% more than the minimum  interest rate guaranteed in
the  Policy.  The  dollar  value of the  Certificate  securing  the loan will be
credited  with the current  interest  rate.  Amounts in the Loan Account will be
credited with the minimum guaranteed rate specified in the Policy. Interest will
be charged  each day that the debt is not repaid.  The debt is the  principal of
the loan plus interest  outstanding.  The Value of the Certificate  securing the
loan will be credited with interest each day that the debt remains unpaid.

DOLLAR VALUE LIMIT ON DEBT:

     The total  outstanding  debt  under this and all prior  endorsements  for a
certificate may not exceed:

     1.  If the Certificate  Value is less than or equal to $13,333,  75% of the
         Certificate Value.

     2.  If the  Certificate  Value is  greater  than but less  than or equal to
         $20,000, $10,000.

     3.  If the Certificate  Value exceeds  $20,000,  the lesser of: (1) $50,000
         reduced  by the  excess of (a) the  highest  outstanding  loan  balance
         within the  preceding 12 month period ending on the day before the date
         the loan is made over (b) the outstanding  loan balance on the date the
         loan is made; or (2) 50% of the Certificate Value.

OTHER EFFECTS ON POLICY AND CERTIFICATE PROVISIONS:

     Partial withdrawals,  surrenders or transfers from the General Account will
be allowed only to the extent that the amount  remaining in the General  Account
will be sufficient  to meet the security  requirements  of the then  outstanding
debt as outlined in the section, "Security for the Loan".

     If the Policy and Certificate contain any of the two following  provisions,
the part  which may be  withdrawn  free of charge  will be  reduced by the ratio
which the total  outstanding  debt for a  certificate  bears to the value of the
Certificate in the General Account as of the time of partial withdrawal:

     1.  Certificate provides for withdrawal or surrender charges.

     2.  Certificate  allows withdrawal of part of the Certificate Value free of
         charge.

     In the following cases the  amount otherwise receivable under a Certificate
will be reduced by any outstanding  debt and withdrawal or surrender  charges on
the amount withdrawn to repay the debt if applicable:

     1.  Death of the Participant.

     2.  Total  surrender  of  the   Certificate's   General  Account  Value  or
         termination of the Certificate's General Account.

     3.  Application  of  the  Certificate's   General  Account  Value  under  a
         settlement option.

     4.  Retirement of the participant.

     5.  Attachment,  levy or other  involuntary  transfer of the  Certificate's
         General Account.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                    ROGER K. VIOLA
                                                       Secretary

- -----------------------------------------
Endorsement Effective Date, if other than
Date of Issue of Policy.


<PAGE>


               ENDORSEMENT FOR ANNUITY CERTIFICATE LOAN PROVISION


INTRODUCTION AND REQUIREMENTS FOR LOAN:

     This endorsement is attached to and made part of the Certificate: (1) as of
its date of issue; or (2) as of the date shown below. If attached after the date
of issue  any new  loans  permitted  on or after the date  shown  below  will be
governed  by this  endorsement;  not by any  loan  endorsement  with an  earlier
effective date. The Owner of the Policy or the Participant under the Certificate
with the  approval  of the Owner is herein  called  "the  Borrower",  "you",  or
"your". Security Benefit Life Insurance Company is herein called "SBL", "we", or
"our".

     Prior  to the  scheduled  start of  retirement  annuity  installments  (the
"retirement  date"),  SBL will lend an amount  applied for to the Borrower.  The
loan  will  be  subject  to  the  limitations,  interest  rates,  and  repayment
procedures set out in: (1) this endorsement;  and (2) the loan agreement between
the Borrower and SBL. All annuity  Certificate  loans must be repaid  before the
retirement date.

     The  amount  which may be  borrowed  is based on the  dollar  value of your
Certificate.  For Certificates  with a Certificate Value of $20,000 or less, the
maximum  loan  that can be taken is the  amount  that  produces  a loan  balance
immediately  after  the  loan  that  is  the  lesser  of  $10,000  or 75% of the
Certificate  Value. For Certificates  with Certificate  Value over $20,000,  the
maximum  loan  that can be taken is the  amount  that  produces  a loan  balance
immediately  after the loan that is the lesser of:  (1)  $50,000  reduced by the
excess of (a) the highest outstanding loan balance within the preceding 12 month
period ending on the date the loan is made over (b) the outstanding loan balance
on the date the loan is made; or (2) 50% of the Certificate Value.

SECURITY FOR THE LOAN:

     When your loan is  approved  we will  transfer  Certificate  Value from the
Series of the Separate  Account to the General Account in an amount equal to the
loan amount into an account called the Loan Account. Amounts in the Loan Account
earn the minimum rate of interest  guaranteed in the  Certificate.  In addition,
after the loan is  approved,  a  certain  amount of  Certificate  Value  will be
transferred  to the  General  Account as  security  for the loan.  The amount of
security required depends on the Certificate  Value. If the Certificate Value is
$20,000  or less,  we will  transfer  Certificate  Value  from the Series of the
Separate  Account to the General Account in an amount equal to one-third of: (i)
the amount of the current loan;  and (ii) all previous loans which have not been
repaid. If the Certificate Value exceeds $20,000,  we will transfer  Certificate
Value  from the Series of the  Separate  Account  to the  General  Account in an
amount equal to: (i) the current  loan;  and (ii) all previous  loans which have
not been repaid. This Certificate Value in the General Account earns the current
rate of interest. It is also the security for the loan.

REPAYMENT PROCEDURES AND FAILURE TO MAKE PAYMENTS:

     Any new loan must be for at least  $1000.00.  At the time of loan  approval
the sum of the following may not exceed the dollar value limit on debt specified
herein: (1) all outstanding principal and interest on prior loans under all loan
endorsements attached to the Certificate; plus (2) the current loan applied for.
Only two new loans will be permitted per Certificate  year. All loans under this
and prior loan  endorsements  must be repaid as specified in the loan  agreement
and  endorsement.  Except for cases that qualify under the Internal Revenue Code
as determined  by SBL, all loans must be repaid within 5 years of approval.  All
loan repayments must be scheduled to be paid in equal amounts on the same day of
each  calendar  month or  calendar  quarter.  For monthly  repayments  the first
scheduled  repayment may not be later than 30 days after the date of approval of
the loan  application  by SBL.  For  quarterly  repayments  the first  scheduled
repayment  may not be later than 90 days after the date of  approval of the loan
application  by SBL.  Before a loan is  allowed a written  application  and loan
agreement  must be received by SBL. The written  application  and loan agreement
must be completed on SBL's form.  SBL may postpone final approval or disapproval
of a loan for up to six months after the application for a loan is received.

     Each loan payment must be labeled as such.  Upon receipt of a loan payment,
we will transfer  Certificate Value form the Loan Account to the General Account
and/or  the Series of  Separate  Account  according  to the  Borrower's  current
allocation  instructions  with respect to the purchase  payments.  The amount of
Certificate Value transferred from the Loan Account shall be equal to the amount
by which the  payment  reduces the  outstanding  loan  balance.  The loan may be
repaid in full at any time.  When repaid,  the Loan Account  shall be reduced to
$0. After a loan is repaid,  the Certificate  Value in the General Account which
served as security for the loan will not  automatically  be  reallocated  to the
Series of the Separate Account. Such reallocation, if desired, must be requested
by the Borrower.

     If a loan payment is not made as specified and scheduled  herein and in the
loan  agreement,  we will withdraw or surrender the amount of Certificate  Value
from the Certificate  required to make the payment,  including  interest accrued
thereon.  Any  surrender or withdrawal  charges  which apply on such  withdrawal
shall  be  imposed  in  addition  to  the  loan  payment  and  interest.  If the
Certificate  provides for a free  withdrawal  factor  ("FWF"),  the surrender or
withdrawal  charges  shall be calculated  assuming a FWF of zero.  The amount of
Certificate  Value  withdrawn to  make a payment,  including  interest,  will be
withdrawn:  (1) first from the value of the  Certificate in the General  Account
serving as  security  for the loan;  and, if  insufficient,  (2) then from other
Certificate  Value. Any surrender or withdrawal  charges  resulting from amounts
withdrawn to make a payment  will be  deducted:  (1) first from the value of the
Certificate  in the General  Account other than that serving as security for any
loan; and (2) then from other Certificate Value.

GV6819 L-3 (3-94)
<PAGE>

INTERNAL REVENUE CODE:

     SBL makes no  representation  or guarantees as to the tax effect a loan may
have on the Borrower.  SBL suggests that the Borrower  consult  independent  tax
counsel for specific advice.

INTEREST RATES:

     The loan rate of interest on loans  approved  after the  effective  date of
this  endorsement  will be 2% more than the minimum  interest rate guaranteed in
the Certificate.  The Certificate  Value securing the loan will be credited with
the current interest rate. Amounts in the Loan Account will be credited with the
minimum  guaranteed rate specified in the Certificate.  Interest will be charged
each day that the debt is not repaid. The debt is the principal of the loan plus
interest  outstanding.  The Certificate Value securing the loan will be credited
with interest each day that the debt remains unrepaid.

DOLLAR VALUE LIMIT ON DEBT:

     The total  outstanding  debt under this and all prior  endorsements for the
Certificate may not exceed:

     1.  If the Certificate  Value is less than or equal to $13,333,  75% of the
         Certificate Value.

     2.  If the Certificate Value is greater than or equal to $20,000, $10,000.

     3.  If the Certificate  Value exceeds  $20,000,  the lesser of: (1) $50,000
         reduced  by the  excess of (a) the  highest  outstanding  loan  balance
         within the  preceding 12 month period ending on the day before the date
         the loan is made over (b) the outstanding  loan balance on the date the
         loan is made; or (2) 50% of the Certificate Value.

OTHER EFFECTS ON CERTIFICATE PROVISIONS:

     Partial withdrawals, surrenders, or transfers from the General Account will
be allowed only to the extent that the amount  remaining in the General  Account
will be sufficient  to meet the security  requirements  of the then  outstanding
debt as outlined in the section, "Security for the Loan."

     If the Certificate contains each of the two following provisions,  the part
which may be  withdrawn  free of charge  will be reduced by the ratio  which the
total outstanding debt for the Certificate bears to the value of the Certificate
in the General Account as of the time of withdrawal:

     1.  Certificate provides for withdrawal or surrender charges.

     2.  Certificate  allows withdrawal of part of the Certificate Value free of
         charge.

     In  the  following  cases  the   amount  otherwise   receivable  under  the
Certificate  will be reduced by any outstanding debt and withdrawal or surrender
charges on the amount withdrawn to repay the debt if applicable:

     1.  Death of the Participant.

     2.  Total  surrender of the value of the Certificate in the General Account
         or termination of the General Account.

     3.  Application  of the value of the  Certificate  in the  General  Account
         under a settlement option.

     4.  Retirement under the Certificate.

     5.  Attachment, levy or other involuntary transfer of the General Account.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                    ROGER K. VIOLA
                                                       Secretary

- -----------------------------------------
Endorsement Effective Date, if other than
Date of Issue of Certificate.


<PAGE>

                                   ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this Policy as of its Issue Date or, if later,  the
                             date shown below.

FEES & CHARGES               The  "Fees &  Charges"  section  of the  Policy  is
                             amended  by adding  the  following:  The $30.00 per
                             year fee will not be charged  during a Policy Year,
                             provided that: (1) the Policy has been in force for
                             eight Policy Years or more; and (2) Policy Value on
                             December  31 of that  Policy  Year (or in the event
                             the   Policy   is   terminated,   on  the  date  of
                             termination) is $25,000 or more.

BENEFIT AMOUNT               The  "Benefit  Amount"  section  of the  Policy  is
                             deleted  in its  entirety  and  replaced  with  the
                             following:  If  the  Annuitant  dies  prior  to the
                             Maturity  Date, a Death Benefit will be paid to the
                             Beneficiary   when:   (1)  due   proof  of   death,
                             satisfactory to SBL; and (2) instructions regarding
                             payment, are received at the Home Office.

                             If the age of the  Annuitant  was 75 or less on the
                             Policy Date, the Death Benefit will be the greatest
                             of: (1) the sum of all purchase payments,  less any
                             premium  taxes  due or paid by SBL and less the sum
                             of all  Termination  Values  paid;  (2) the  Policy
                             Value  on  the  date   due   proof  of  death   and
                             instructions  regarding payment are received at the
                             Home Office,  less any premium taxes due or paid by
                             SBL; or (3) the Stepped-Up Death Benefit  described
                             below.

                             The Stepped-Up Death Benefit is:

                             1.  the   largest   Policy   Value  on  any  Policy
                                 Anniversary  that is both an exact  multiple of
                                 six and occurs prior to the Annuitant  reaching
                                 age 76; plus

                             2.  any  purchase   payments   received  since  the
                                 applicable sixth Policy Anniversary; less

                             3.  any  reductions  caused by  Termination  Values
                                 paid   since  the   applicable   sixth   Policy
                                 Anniversary; less

                             4.  any premium taxes due or paid by SBL.

                             For policies in effect for six Policy Years or more
                             as of May 1, 1991,  the Policy  Value on the Policy
                             Anniversary immediately preceding May 1, 1991, will
                             be  used  as  the  sixth  Policy   Anniversary   in
                             determining the Stepped-Up Death Benefit.

                             If the age of the  Annuitant on the Policy Date was
                             76 or more,  the Death  Benefit will be the greater
                             of: (1) the sum of all purchase payments,  less any
                             premium  taxes  due or paid by SBL and less the sum
                             of all  Termination  Values  paid;  (2) the  Policy
                             Value  on  the  date   due   proof  of  death   and
                             instructions  regarding payment are received at the
                             Home Office,  less any premium taxes due or paid by
                             SBL.

V6050 (3-96)

<PAGE>

BENEFIT AMOUNT               If a lump sum  payment is  requested,  the  payment
(CONTINUED)                  will  be made  in  accordance  with  any  laws  and
                             regulations   that  govern  the  payment  of  Death
                             Benefits.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
  Endorsement Effective Date
  (If Other Than Issue Date)


<PAGE>


                                   ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this Policy as of its Policy Date or, if later, the
                             date shown below.

FEES & CHARGES               The "Fees & Charge for  Certificates  issued within
                             one year of the Policy Date"  section of the Policy
                             is amended by adding the following:  The $30.00 per
                             year fee will not be charged  during a  Certificate
                             Year, if: (1) the Certificate has been in force for
                             eight   Certificate   Years   or   more;   and  (2)
                             Certificate  Value on  December  31 of that  Policy
                             Year (or in the event the  Certificate  terminates,
                             on that date) is $25,000 or more.

BENEFIT AMOUNT               The entire "Benefit  Amount" section is deleted and
                             replaced with the following:  If a Participant dies
                             prior to the Participant's Retirement Date, a Death
                             Benefit will be paid to the  Beneficiary  when: (1)
                             due proof of death,  satisfactory  to SBL;  and (2)
                             instructions  with regard to payment,  are received
                             at the Home Office.

                             If the age of the Participant was 75 or less on the
                             Certificate  Date,  the Death  Benefit  will be the
                             greatest of: (1) the sum of all purchase  payments,
                             less  premium  tax due or paid by SBL and  less the
                             sum of all  Termination  Values  paid;  or (2)  the
                             Certificate  Value on the  date due  proof of death
                             and   instructions   with  regard  to  payment  are
                             received at the Home  Office,  less premium tax due
                             or paid by SBL; or (3) the Stepped-Up Death Benefit
                             described below.

                             The Stepped-Up Death Benefit is:

                             1.  the   largest    Certificate   Value   on   any
                                 Certificate  Anniversary  that is both an exact
                                 multiple  of  six  and  occurs   prior  to  the
                                 Participant reaching age 76; plus

                             2.  purchase payments received since the applicable
                                 sixth Certificate Anniversary; less

                             3.  reductions  caused by  Termination  Values paid
                                 since   the   applicable   sixth    Certificate
                                 Anniversary; less

                             4.  premium tax due or paid by SBL.

                             For certificates  which have been in effect for six
                             Certificate  Years or more as of May 1,  1991,  the
                             Certificate  Value on the  Certificate  Anniversary
                             immediately  prior to May 1, 1991,  will be used as
                             the sixth  Certificate  Anniversary  in determining
                             the Stepped-Up Death Benefit.

                             If the age of the  Participant  on the  Certificate
                             Date was 76 or more,  the Death Benefit will be the
                             greater of: (1) the sum of all  purchase  payments,
                             less  premium  tax due or paid by SBL and  less the
                             sum of all  Termination  Values  paid;  or (2)  the
                             Certificate  Value on the  date due  proof of death
                             and instructions  regarding payment are received at
                             the Home  Office,  less any premium tax due or paid
                             by SBL.

GV6050A(3-96)

<PAGE>

BENEFIT AMOUNT               If a lump sum  payment is  requested,  the  payment
  (CONTINUED)                will  be made  in  accordance  with  any  laws  and
                             regulations   that  govern  the  payment  of  Death
                             Benefits.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
 Endorsement Effective Date
 (If Other Than Policy Date)


<PAGE>


                           ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this Certificate as of its Issue Date or, if later,
                             the date shown below.

FEES & CHARGES               The "Fees & Charges  section of the  Certificate is
                             amended  by adding  the  following:  The $30.00 per
                             year fee will not be charged  during a  Certificate
                             Year, if: (1) the Certificate has been in force for
                             eight   Certificate   Years   or   more;   and  (2)
                             Certificate  Value on  December 31 of that Year (or
                             in the event the Certificate is terminated, on that
                             date) is $25,000 or more.

BENEFIT AMOUNT               The  entire   "Benefit   Amount"   section  of  the
                             Certificate   is  deleted  and  replaced  with  the
                             following:  If the  Participant  dies  prior to the
                             Retirement  Date,  a Death  Benefit will be paid to
                             the  Beneficiary  when:  (1) due  proof  of  death,
                             satisfactory  to  SBL;  and (2)  instructions  with
                             regard to payment are received at the Home Office.

                             If the age of the Participant was 75 or less on the
                             Certificate  Date,  the Death  Benefit  will be the
                             greatest of: (1) the sum of all purchase  payments,
                             less  any  premium  tax due or paid by SBL and less
                             the sum of all Termination  Values paid; or (2) the
                             Certificate  Value on the  date due  proof of death
                             and   instructions   with  regard  to  payment  are
                             received at the Home  Office,  less any premium tax
                             due or  paid by SBL;  or (3) the  Stepped-Up  Death
                             Benefit described below.

                             The Stepped-Up Death Benefit is:

                             1.  the   largest    Certificate   Value   on   any
                                 Certificate  Anniversary  that is both an exact
                                 multiple  of  six  and  occurs   prior  to  the
                                 Participant reaching age 76; plus

                             2.  purchase payments received since the applicable
                                 sixth Certificate

                                Anniversary; less

                             3.  reductions  caused by  Termination  Values paid
                                 since   the   applicable   sixth    Certificate
                                 Anniversary; less

                             4.  premium tax due or paid by SBL.

                             For certificates  which have been in effect for six
                             Certificate  Years or more as of May 1,  1991,  the
                             Certificate  Value on the  Certificate  Anniversary
                             immediately  prior to May 1, 1991,  will be used as
                             the sixth  Certificate  Anniversary  in determining
                             the Stepped-Up Death Benefit.

                             If the age of the  Participant  on the  Certificate
                             Date was 76 or more,  the Death Benefit will be the
                             greater of: (1) the sum of all  purchase  payments,
                             less  premium  tax due or paid by SBL and  less the
                             sum of all  Termination  Values  paid;  or (2)  the
                             Certificate  Value on the  date due  proof of death
                             and instructions  regarding payment are received at
                             the Home  Office,  less  premium tax due or paid by
                             SBL.

V6050C (3-96)
<PAGE>

BENEFIT AMOUNT               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.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
  Endorsement Effective Date
  (If Other Than Issue Date)


<PAGE>


NOTICE:  CONSULT YOUR TAX ADVISOR PRIOR TO REQUESTING  THIS BENEFIT.  RECEIPT OF
BENEFITS  UNDER THIS  ENDORSEMENT  MAY BE SUBJECT TO AN IRS 10%  PENALTY  TAX IN
ADDITION TO ANY INCOME TAX THAT MAY BE DUE.


                            WITHDRAWAL CHARGE WAIVER
                                   ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this  Contract/Policy (the "Policy") as of: (1) its
                             Issue Date; or (2) if later,  the date shown below.
                             This Policy is changed by adding the following:

WAIVER OF                    Security  Benefit Life  Insurance  Company  ("SBL")
WITHDRAWAL                   will  waive  the  Withdrawal  Charge on any full or
CHARGES                      partial  Withdrawal of Contract  Value/Policy Value
                             if: (1) the Owner has been confined to a "Hospital"
                             or  "Qualified  Skilled  Nursing  Facility"  for at
                             least 90 consecutive days immediately  prior to the
                             date of such Withdrawal and is so confined when the
                             request to withdraw  is  received by SBL;  (2) such
                             confinement began after the Issue Date; and (3) the
                             request to withdraw is received  along with:  (a) a
                             properly  completed  claim form;  and (b) a written
                             statement by a licensed  physician  that  certifies
                             such confinement is a medical  necessity and is due
                             to illness or  infirmity.  Such  written  statement
                             must be approved by SBL.

                             SBL reserves  the right to have the Owner  examined
                             by a physician of SBL's choice and at SBL's expense
                             to  determine  if the  Owner  is  eligible  for the
                             Withdrawal Charge Waiver. SBL reserves the right to
                             require  the  claim  form  and  written   statement
                             described  in 3(a) and (b) above with each  request
                             to withdraw.

DEFINITIONS                  A  "Hospital"  is:  (1)  an  institution   that  is
                             licensed  as  such  by  the  Joint   Commission  of
                             Accreditation  of  Hospitals;  or (2) any  lawfully
                             operated institution that provides:  (a) in-patient
                             treatment  of  sick  and  injured  persons  through
                             medical,   diagnostic   and   surgical   facilities
                             directed by a staff of physicians;  and (b) 24 hour
                             nursing  services.  A  "Qualified  Skilled  Nursing
                             Facility" must be licensed by the state to provide,
                             on a daily basis,  convalescent or chronic care for
                             in-patients who, by reason of illness or infirmity,
                             are not able to care for themselves.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
  Endorsement Effective Date
  (If Other Than Issue Date)

V6051 (3-96)


<PAGE>


                            WITHDRAWAL CHARGE WAIVER
                                   ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this  Contract/Policy (the "Policy") as of: (1) its
                             Policy Date; or (2) if later, the date shown below.
                             This Policy is changed by adding the following:

WAIVER OF                    Security  Benefit Life  Insurance  Company  ("SBL")
WITHDRAWAL                   will  waive  the  Withdrawal  Charge on any full or
CHARGES                      partial  Withdrawal of Certificate  Value,  if: (1)
                             the  Participant  has been confined to a "Hospital"
                             or  "Qualified  Skilled  Nursing  Facility"  for at
                             least 90 consecutive days immediately prior to such
                             Withdrawal  and is so confined  when the request to
                             withdraw is received by SBL;  (2) such  confinement
                             began after the Participant's Certificate Date; and
                             (3) the request to withdraw is received along with:
                             (a) a  properly  completed  claim  form;  and (b) a
                             written  statement  by a  licensed  physician  that
                             certifies such  confinement is a medical  necessity
                             and is due to illness or  infirmity.  Such  written
                             statement must be approved by SBL.

                             SBL  reserves  the  right to have  the  Participant
                             examined  by a  physician  of SBL's  choice  and at
                             SBL's expense to determine if the Owner is eligible
                             for  the  Withdrawal  Charge  Waiver.  SBL  further
                             reserves  the right to  require  the claim form and
                             written  statement  described in 3(a) and (b) above
                             with each request to withdraw.

DEFINITIONS                  A  "Hospital"  is:  (1)  an  institution   that  is
                             licensed  as  such  by  the  Joint   Commission  of
                             Accreditation  of  Hospitals;  or (2) any  lawfully
                             operated institution that provides:  (a) in-patient
                             treatment  of  sick  and  injured  persons  through
                             medical,   diagnostic   and   surgical   facilities
                             directed by a staff of physicians;  and (b) 24 hour
                             nursing  services.  A  "Qualified  Skilled  Nursing
                             Facility" must be licensed by the state to provide,
                             on a daily basis,  convalescent or chronic care for
                             in-patients who, by reason of illness or infirmity,
                             are not able to properly care for themselves.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- ------------------------------
 Endorsement Effective Date
 (If Other Than Policy Date)

GV6051 (3-96)


<PAGE>


NOTICE:  CONSULT YOUR TAX ADVISOR PRIOR TO REQUESTING  THIS BENEFIT.  RECEIPT OF
BENEFITS  UNDER THIS  ENDORSEMENT  MAY BE SUBJECT TO AN IRS 10%  PENALTY  TAX IN
ADDITION TO ANY INCOME TAX THAT MAY BE DUE.


                    WITHDRAWAL CHARGE WAIVER
                           ENDORSEMENT


ENDORSEMENT                  This  Endorsement  is  attached to and made part of
                             this  Certificate as of: (1) its Certificate  Date;
                             or  (2)  if  later,  the  date  shown  below.  This
                             Certificate is changed by adding the following:

WAIVER OF                    Security  Benefit Life  Insurance  Company  ("SBL")
WITHDRAWAL                   will  waive  the  Withdrawal  Charge on any full or
CHARGES                      partial Withdrawal of Certificate Value if: (1) the
                             Participant  has been  confined to a "Hospital"  or
                             "Qualified  Skilled Nursing  Facility" for at least
                             90 consecutive days  immediately  prior to the date
                             of such  Withdrawal  and is so  confined  when  the
                             request to withdraw  is  received by SBL;  (2) such
                             confinement  began after the Certificate  Date; and
                             (3) the request to withdraw is received along with:
                             (a) a  completed  claim  form;  and  (b) a  written
                             statement by a licensed  physician  that  certifies
                             such confinement is a medical  necessity and is due
                             to illness or  infirmity.  Such  written  statement
                             must be approved by SBL.

                             SBL  reserves  the  right to have  the  Participant
                             examined  by a  physician  of SBL's  choice  and at
                             SBL's expense to determine if the Owner is eligible
                             for  the  Withdrawal  Charge  Waiver.  SBL  further
                             reserves  the right to  require  the claim form and
                             written  statement  described in 3(a) and (b) above
                             with each request to withdraw.

DEFINITIONS                  A  "Hospital"  is:  (1)  an  institution   that  is
                             licensed  as  such  by  the  Joint   Commission  of
                             Accreditation  of  Hospitals;  or (2) any  lawfully
                             operated institution that provides:  (a) in-patient
                             treatment  of  sick  and  injured  persons  through
                             medical,   diagnostic   and   surgical   facilities
                             directed by a staff of physicians; and (b) provides
                             24 hour  nursing  services.  A  "Qualified  Skilled
                             Nursing  Facility" must be licensed by the state to
                             provide, on a daily basis,  convalescent or chronic
                             care for  in-patients  who, by reason of illness or
                             infirmity,  are  not  able  to  properly  care  for
                             themselves.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                        Secretary


- --------------------------------
   Endorsement Effective Date
(If Other Than Certificate Date)

GV6051C (3-96)


<PAGE>


                    INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

For the purpose of qualifying the Contract  applied for as a retirement  annuity
or an annuity  under a  retirement  account,  described  in  Section  408 of the
Internal  Revenue Code,  notwithstanding  any other provision of the Contract to
the contrary, the following provisions shall apply:

1.   The Contract is established for the exclusive  benefit of the individual or
     his or her beneficiaries. The Owner shall be the Annuitant.

2.   The Contract shall be nontransferable  and the entire interest of the Owner
     in the Contract is nonforfeitable.

3.   Paragraph I

     Notwithstanding  any  provision  of  the  Contract  to  the  contrary,  the
     distribution of an  individual's  interest shall be made in accordance with
     the minimum distribution  requirements of Section 401(a)(9) of the Internal
     Revenue Code and the regulations thereunder, including the incidental death
     benefit  provisions of Section  1.401(a)(9)-2 of the proposed  regulations,
     all of which are herein incorporated by reference.

     Paragraph II

     The Owner's entire interest in the Contract must be  distributed,  or begin
     to be distributed,  by the Owner's  required  beginning date,  which is the
     April 1 following  the calendar year in which the Owner reaches age 70 1/2.
     For each succeeding year, a distribution must be made on or before December
     31. By the required beginning date, the Owner may elect to have the balance
     in the account distributed in one of the following forms:

     a.   a single sum payment;

     b.   equal or substantially equal payments over the life of the Owner;

     c.   equal or substantially  equal payments over the lives of the Owner and
          his or her designated beneficiary;

     d.   equal or substantially equal payments over a specified period that may
          not be longer than the Owner's life expectancy;

     e.   equal or substantially equal payments over a specified period that may
          not be longer than the joint life and last survivor  expectancy of the
          Owner and his or her designated beneficiary.

     Paragraph III

     If the Owner dies  before his or her entire  interest is  distributed,  the
     entire remaining interest will be distributed as follows:

     a.   If the Owner dies on or after distributions have begun under Paragraph
          II, the entire  remaining  interest  must be  distributed  at least as
          rapidly as provided under Paragraph II.

     b.   If the Owner dies before  distributions have begun under Paragraph II,
          the entire  remaining  interest must be  distributed as elected by the
          Owner  or,  if  the  Owner  has  not so  elected,  as  elected  by the
          beneficiary or beneficiaries, as follows:

          1)   by December 31 of the year  containing  the fifth  anniversary of
               the Owner's death; or

          2)   in equal or  substantially  equal  payments over the life or life
               expectancy  of  the  Designated   Beneficiary  or   Beneficiaries
               starting  by December  31 of the year  following  the year of the
               Owner's death.  If,  however,  the Designated  Beneficiary is the
               Owner's surviving spouse,  then this Distribution is not required
               to begin until December 31 of the later of: (1) the calendar year
               immediately  following the calendar year in which the Owner died;
               or (2) the calendar  year in which the Owner would have  attained
               age 70 1/2.

                           Flexible Payment & Variable Annuities

Form 4453 C-5 (R9-96)                                                 SP 445381


<PAGE>


     Paragraph IV

     An  individual  may  satisfy the minimum  distribution  requirements  under
     section 401(a)(9) of the Code by receiving a distribution from one IRA that
     is equal  to the  amount  required  to  satisfy  the  minimum  distribution
     requirements  for two or more IRAs.  For this purpose,  the Owner of two or
     more IRAs may use the  "alternative  method"  described  in  Notice  88-38,
     1988-1 C.B. 524, to satisfy the minimum distribution requirements described
     above.

4.   Any  refund  of  premiums   (other  than  those   attributable   to  excess
     contributions)  will be  applied  before  the  close of the  calendar  year
     following the year of the refund  toward the payment of future  premiums or
     the purchase of additional benefits.

5.   The Company may at its option either accept  additional  future payments or
     terminate the Contract by payment in cash of the then present value for the
     paid-up benefit if no premiums have been received for two full  consecutive
     policy years and the paid-up annuity benefit at maturity would be less than
     $20 per month.

6.   The annual  premium shall not exceed the lesser of $2,000 or 100 percent of
     compensation  ($4,000  or 100  percent of  compensation  for  Spousal  IRAs
     however,  no more than $2,000 can be contributed  to either  spouse's IRA),
     except for plans  defined in Section  408(K) of the Code,  for which annual
     premiums shall not exceed $30,000.

7.   Rollover contributions from other qualified plans permitted by the Internal
     Revenue Code Sections 402(c),  403(a)(4),  403(b)(8)),  and 408(d)(3),  are
     excluded from the limit set forth in item six.

8.   Notwithstanding  the Contract  provisions,  no amount may be borrowed under
     the Contract and no portion may be used as security for a loan.

9.   Notwithstanding the Contract  provisions,  the Optional Modes or Settlement
     described  as Deposit  Option and Fixed Amount  Installment  Option are not
     available.

10.  The premiums under this Contract are not fixed.

11.  Annuity  payments may not begin before the Annuitant  attains the age of 59
     1/2 without  incurring a penalty tax except in the situations  described in
     Section 72(t) of the Code.

This  Endorsement  is  attached  to and  made a part of the  Contract  as of the
Contract Date.

                                      SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                    ROGER K. VIOLA

                                                       Secretary


<PAGE>

                                  ENDORSEMENT

- --------------------------------------------------------------------------------
                SIMPLE INDIVIDUAL RETIREMENT ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

SIMPLE INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

         This  Contract is  established  as a Savings  Incentive  Match Plan for
         Employees of Small Employers  Individual  Retirement  Annuity  ("SIMPLE
         IRA") as defined in Section 408 of the  Internal  Revenue Code of 1986,
         as amended  (the  "Code") or any  successor  provision  pursuant to the
         Owner's request in the  Application.  Accordingly,  this endorsement is
         attached  to and made part of the  Contract as of its Issue Date or, if
         later,  the date shown below.  Notwithstanding  any other provisions of
         the Contract to the contrary, the following provisions shall apply.

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY

         To ensure  treatment as a SIMPLE IRA,  this Contract will be subject to
         the  applicable  requirements  of Code Section  408,  which are briefly
         summarized below:

         1.   The Contract is established for the exclusive benefit of the Owner
              or his or her beneficiaries. The Owner shall be the Annuitant.

         2.   The Contract shall be nontransferable  and the entire  interest of
              the Owner in the Contract is nonforfeitable.

         3.   Notwithstanding any provision of the Contract to the contrary, the
              distribution  of the Owner's  interest shall be made in accordance
              with the minimum distribution requirements of Section 401(a)(9) of
              the  Internal   Revenue  Code  and  the  regulations   thereunder,
              including  the  incidental  death  benefit  provisions  of Section
              1.401(a)(9)-2 of the proposed regulations, all of which are herein
              incorporated by reference.

              The Owner's entire  interest in the Contract must be  distributed,
              or begin to be  distributed,  by  the Owner's  required  beginning
              date,  which is the April 1 following  the calendar  year in which
              the  Owner  reaches  age 70  1/2.  For  each  succeeding  year,  a
              distribution  must  be  made  on or  before  December  31.  By the
              required  beginning  date, the Owner may elect to have the balance
              in the account distributed in one of the following forms:

              1)   A single lump sum payment;

              2)   Equal or substantially  equal monthly,  quarterly,  or annual
                   payments  over the life of the  Owner or over the  joint  and
                   last  survivor  lives of the Owner and his or her  Designated
                   Beneficiary; or

              3)   Equal or substantially equal annual payments over a specified
                   period  that  may  not  be  longer  than  the  Owner's   life
                   expectancy or the joint and last survivor life  expectancy of
                   the Owner and his or her Designated Beneficiary.

              An Annuity Option may not be elected with a Fixed Period that will
              guarantee  Annuity  Payments  beyond  the life  expectancy  of the
              Annuitant  and  Beneficiary  and Annuity  Payments must be made at
              least annually and in equal amounts.

         4.   If  the  Owner  dies   before  his  or  her  entire   interest  is
              distributed,  the entire remaining interest will be distributed as
              follows:

              a.   If the Owner dies on or after  distributions have begun under
                   Section 3, the entire remaining  interest must be distributed
                   at least as rapidly as provided under Section 3.


4453C-5S (2-97)

<PAGE>

- --------------------------------------------------------------------------------
           SIMPLE INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)
- --------------------------------------------------------------------------------

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY (continued)

              b.   If the Owner  dies  before  distributions  have  begun  under
                   Section 3, the entire remaining  interest must be distributed
                   as elected by the Owner or, if the Owner has not so  elected,
                   as elected by the Designated  Beneficiary or Beneficiaries as
                   follows:

                   1)   By  December  31  of  the  year   containing  the  fifth
                        anniversary of the Owner's death; or

                   2)   In equal or  substantially  equal payments over the life
                        or life  expectancy  of the  Designated  Beneficiary  or
                        Beneficiaries  starting  by  December  31  of  the  year
                        following the year of the Owner's  death.  If,  however,
                        the  Designated  Beneficiary  is the  Owner's  surviving
                        spouse,  then this Distribution is not required to begin
                        until  December 31 of the later of (1) the calendar year
                        immediately  following  the  calendar  year in which the
                        Owner died;  or (2) the calendar year in which the Owner
                        would have attained age 70 1/2.

         5.   An individual  may satisfy the minimum  distribution  requirements
              under  Section  401(a)(9) of the Code by receiving a  distribution
              from one IRA that is equal to the amount  required  to satisfy the
              minimum  distribution  requirements for two or more IRAs. For this
              purpose,  the Owner of two or more  IRAs may use the  "alternative
              method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy the
              minimum distribution requirements described above.

         6.   Any refund of premiums  (other than those  attributable  to excess
              contributions)  will be applied  before the close of the  calendar
              year following the year of the refund toward the payment of future
              premiums or the purchase of additional benefits.

         7.   The annual  premium shall not exceed amounts  allowable  under the
              terms of the SIMPLE plan  described in Section  408(p) of the Code
              or any successor provision in which the Owner is a participant.

         8.   Transfers and  rollovers  from other SIMPLE IRAs are permitted and
              are excluded from the limit set forth in Section 7.

         9.   Notwithstanding any Contract provisions to the contrary, no amount
              may be borrowed  under the  Contract and no portion may be used as
              security for a loan.

         10.  Annuity  Payments may not begin before the  Annuitant  attains the
              age of 59 1/2  without  incurring  a  penalty  tax  except  in the
              situations described in Section 72(t) of the Code.


                                        SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                   ROGER K. VIOLA

                                                      Secretary


- ----------------------------
Endorsement Effective Date
(If Other Than Issue Date)


<PAGE>


                              TAX-SHELTERED ANNUITY
                                   ENDORSEMENT

TAX-SHELTERED ANNUITY ENDORSEMENT

         This Contract is established as a  Tax-Sheltered  Annuity ("TSA") under
         Section  403(b) of the Internal  Revenue Code of 1986,  as amended (the
         "Code") or any successor provision,  pursuant to the Owner's request in
         the application.  Accordingly, this Endorsement is attached to and made
         part of the Contract as of its issue date or, if later,  the date shown
         below.  If this is a group  contract,  references to the "Owner" and to
         the  "Contract"   shall,   respectively,   be  deemed  to  include  the
         Participant and the Participant's Certificate where appropriate.

TAX-SHELTERED ANNUITY PROVISIONS

         To ensure  treatment  as a TSA,  this  Contract  will be subject to the
         requirements  of Code  Section  403(b),  which are  briefly  summarized
         below:

         (a)      Purchase  Payments  made on behalf of the Owner  pursuant to a
                  salary reduction  agreement when added to "elective  deferral"
                  contributions under all other plans, contracts or arrangements
                  in which the Owner  participates,  may not  exceed  the annual
                  limitation on such  contributions  as provided in Code Section
                  401(a)(30).

         (b)      Purchase  Payments  applied to the  Contract  on behalf of the
                  Owner  which  exceed  the  applicable   "exclusion  allowance"
                  (within  the  meaning  of  Code  Section   403(b)(2))  or  the
                  limitations  contained  in  Code  Section  415  shall  not  be
                  excludable from gross income.

         (c)      Purchase Payments that exceed any of the foregoing limitations
                  may be returned,  distributed or otherwise corrected using any
                  method permissible under the Code.

NONDISCRIMINATION REQUIREMENTS

         (a)      Except if this Contract is purchased by a "church" (within the
                  meaning of Code  Section  3121(w)),  the Plan must satisfy the
                  nondiscrimination requirements of Code Section 403(b)(12).

         (b)      Purchase  Payments  not made  pursuant  to a salary  reduction
                  agreement will satisfy the  nondiscrimination  requirements of
                  Code Section 403(b)(12) provided they satisfy the requirements
                  of    Code    Section    401(a)(4)    (nondiscrimination    in
                  contributions),  Code Section 401(a)(5) (permitted disparity),
                  Code Section 401(a)(17)  (annual limit on compensation),  Code
                  Section 401(m) (average contribution percentage test) and Code
                  Section 410(b) (coverage).

         (c)      Purchase   Payments  made  pursuant  to  a  salary   reduction
                  agreement will satisfy the  nondiscrimination  requirements of
                  Code Section  403(b)(12)  provided that every  employee of the
                  Employer  sponsoring  the  Plan,  may  elect to make  Purchase
                  Payments  of more than  $200  pursuant  to a salary  reduction
                  agreement.

6832 A (R9-96)                          -1-


<PAGE>


DISTRIBUTION RESTRICTIONS AND REQUIREMENTS

         (a)      Distributions  attributable to Purchase Payments made pursuant
                  to a salary  reduction  agreement  may be made  only  when the
                  Owner  attains  age 59  1/2,  separates  from  service,  dies,
                  becomes   "disabled"  (within  the  meaning  of  Code  Section
                  403(b)(11)) or incurs a hardship. A distribution made due to a
                  hardship may not include income  attributable to such Purchase
                  Payments.

         (b)      Distributions  from this Contract must comply with the minimum
                  distribution and incidental death benefit requirements of Code
                  Section  403(b)(10).  Accordingly,  an Owner's entire interest
                  under the Contract  generally must be distributed (or begin to
                  be  distributed) by April 1 of the calendar year following the
                  later of (i) the calendar  year in which the Owner attains age
                  70 1/2, or (ii) the calendar  year in which the Owner  retires
                  (the "Required Beginning Date").

                  Distributions commencing not later than the Required Beginning
                  Date may be made  over the life of the Owner or over the lives
                  of the Owner and his or her Designated  Beneficiary (or over a
                  period not extending  beyond the life  expectancy of the Owner
                  or the life  expectancy of the Owner and his or her Designated
                  Beneficiary).

         (c)      If the Owner dies before  distribution  of his or her interest
                  in the Contract has begun in  accordance  with  paragraph  (b)
                  above, the Owner's entire interest must be distributed  within
                  five years,  unless:  (i) such  interest is  distributed  to a
                  Designated  Beneficiary over his or her life (or over a period
                  not  extending  beyond  such  Designated   Beneficiary's  life
                  expectancy);  and (ii) such distribution begins not later than
                  one  year  after  the  Owner's   death.   If  the   Designated
                  Beneficiary is the Owner's surviving spouse, the date on which
                  the  distributions  are required to begin shall not be earlier
                  than the date on which the Owner  would have  attained  age 70
                  1/2.

         (d)      If the Owner dies after distribution of his or her interest in
                  this Contract has begun in accordance with paragraph (b) above
                  but before his or her entire  interest  has been  distributed,
                  the remaining interest must be distributed at least as rapidly
                  as under the  method of  distribution  being used prior to the
                  Owner's death.

         (e)      All distributions  must  comply  with a method of distribution
                  offered by the Company under this Contract.

         (f)      If the Owner receives a  distribution  from this Contract that
                  qualifies as an "eligible rollover  distribution"  (within the
                  meaning of Code Section  402(f)(2)(A)) and elects to have such
                  distribution  paid directly to an "eligible  retirement  plan"
                  (within the meaning of Code Section 402(c)), such distribution
                  shall be made in the form of a direct transfer to the eligible
                  retirement   plan.   The  Company  may  establish   reasonable
                  administrative rules applicable to such direct transfers.

NONFORFEITABILITY

         (a)      The Owner's rights under this Contract shall be nonforfeitable
                  except for failure to pay future Premiums.

         (b)      This  Contract  may  not be  transferred,  sold,  assigned  or
                  pledged  as  collateral  for a loan  or as  security  for  the
                  performance  of an obligation or for any other purposes to any
                  person other than the Company.


<PAGE>


MULTIPLE CONTRACTS

         (a)      If for any taxable  year an Owner is covered by this  Contract
                  and any other TSA,  all such  contracts  shall be treated as a
                  single contract.

PLAN PROVISIONS

         The Plan,  including  certain Plan provisions  required by the Employee
         Retirement  Income  Security Act of 1974 or other  applicable  law, may
         limit the Owner's rights under this Contract. The Plan provisions may:

         (a)      Limit the Owner's right to make Purchase Payments;

         (b)      Restrict the time when the Owner may elect to receive payments
                  under this Contract;

         (c)      Require the consent of the Owner's spouse before the Owner may
                  elect to receive payments under this Contract;

         (d)      Require that all  distributions be made in the form of a joint
                  and  survivor  annuity  for the Owner and the  Owner's  spouse
                  unless both consent to a different form of distribution;

         (e)      Require that the Owner's spouse be the Designated Beneficiary;

         (f)      Require  that  the  Owner  remain  employed  by  the  Employer
                  sponsoring the Plan for a specified  period of time before the
                  Owner's rights under this Contract become fully vested; or

         (g)      Otherwise  restrict  the Owner's  exercise of rights under the
                  Contract or give the Employer  sponsoring  the Plan (or a Plan
                  representative)  the right to exercise  certain  rights on the
                  Owner's behalf.

         No such  Plan  provision  shall  limit an  Owner's  rights  under  this
         Contract,  unless the  Employer  sponsoring  the Plan has  provided the
         Company with written notification of such provision.  In no event shall
         any such Plan provision  enlarge the Company's  obligations  under this
         Contract.

TAX CONSEQUENCES

         (a)      The Company will not incur any liability or be responsible for
                  the  timing,  purpose  or  propriety  of any  contribution  or
                  distribution;  any tax or  penalty  imposed  on account of any
                  such  contribution or distribution;  or any other failure,  in
                  whole or in part,  by the Owner or the Employer to comply with
                  the provisions set forth in the Code or any other law.

ADMINISTRATION

         The Company does not act as the Administrator of the Plan. Accordingly,
         the  Company  will  not  incur  any  liability  or be  responsible  for
         interpreting the Plan or deciding any question arising thereunder.

                                        SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                   ROGER K. VIOLA

                                                      Secretary


- ----------------------------
Endorsement Effective Date
(If Other Than Issue Date)





<PAGE>

[SBL LOGO]
Security Benefit Life Insurance Company
700 SW Harrison St.
Topeka, Kansas 66636-0001

A Member of The Security Benefit Group of Companies

                               VARIFLEX APPLICTION

1.  OWNER (APPLICATION)

    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Sex     M  |_|          F |_|      Date of Birth ___________________________
    Tax I.D. or SSN ____________________________________________________________
    Annuity Commencement Date___________________________________________________

2.  JOINT OWNER

    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Sex     M  |_|          F |_|      Date of Birth ___________________________
    Tax I.D. or SSN ____________________________________________________________
    Relationship to Owner ______________________________________________________

3.  INITIAL PURCHASE PAYMENT
    (for Single Premium contracts only)

    $_____________________________________________

4.  ALLOCATION OF PURCHASE PAYMENT

    Emerging Growth Series*                  ______________________%
    Growth Series*                           ______________________%
    Worldwide Equity Series*                 ______________________%
    Social Awareness Series*                 ______________________%
    Specialized Asset Allocation Series*     ______________________%
    Managed Asset Allocation Series*         ______________________%
    Equity Income Series*                    ______________________%
    Growth-Income Series*                    ______________________%
    Global Aggressive Bond Series*           ______________________%
    High Grade Income Series*                ______________________%
    Money Market Series*                     ______________________%
    General Account                          ______________________%
    Other ___________________________        ______________________%
                                             100%

5.  ANNUITANT (if different from owner)

    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Sex     M  |_|          F |_|      Date of Birth ___________________________
    Tax I.D. or SSN ____________________________________________________________

6.  PRIMARY BENEFICIARY

    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________

7.  CONTINGENT BENEFICIARY

    Name________________________________________________________________________
    Address_____________________________________________________________________
    ____________________________________________________________________________
    Relationship to Owner_______________________________________________________
    Date of Birth_______________________________________________________________
    Tax I.D. or SSN_____________________________________________________________

8.  TYPE OF ANNUITY CONTRACT
    (check one for each of A., B. and C. below)

    A.  |_|  Individual or    |_|  Group

    B.  |_|  Nonqualified     |_|  401(a) (Qual. Pension/Profit Sharing)
        |_|  403(b) (TSA)     |_|  401(k) (Qual. Savings Plan)
        |_|  408 (IRA)         Type of Plan:
        |_|  408(k) - (SEP)     ________________________________________________
        |_|  408 (Simple)       ________________________________________________
        |_|  457 (Def. Comp.)

    C.  |_|  Flexible Premium Deferred
        |_|  Single Premium Immediate

9.  PLEASE COMPLETE THIS SECTION ONLY IF YOU ARE
    APPLYING FOR A GROUP CONTRACT

    A.  Control of the Contract will be vested in:
        |_|   Owner        |_|  Participant      |_|  Other __________________

    B.  Will purchase payments be allocated to
        participant certificates?  |_| Yes    |_| No

10. EMPLOYER INFORMATION:

    Employer Name_______________________________________________________________
    Type of Organization (e.g. public school system)
    ____________________________________________________________________________
    Employer Address____________________________________________________________
    Billing Statements Address__________________________________________________
    ____________________________________________________________________________
    Amount of Purchase Payments to be made:  $__________________________________
    Frequency:  ____________________ times per year
    Beginning Date______________________________________________________________
    Will Employer make contributions?  |_| Yes      |_| No

11. Will this annuity replace or change any
    other insurance or annuity?  |_|  Yes     |_| No

    If yes, state company(ies), contract number(s) and amount(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.

12. Special Instructions_______________________________________________________

13. PLEASE CHECK THE FOLLOWING SERVICES THAT YOU WISH TO ELECT:
    TELEPHONE TRANSFER PRIVILEGE

    |_|  I (we)  authorize  SBL to make  transfers  among  accounts,  change the
         allocation of future purchase  payments and make changes to an existing
         Asset Reallocation or Dollar Cost Averaging option,  based on telephone
         instructions.  SBL has procedures to confirm that such instructions are
         genuine  and will not be liable  for any losses  due to  fraudulent  or
         unauthorized  instructions  provided  it complies  with its  procedures
         which are set forth in the variable annuity prospectus.


V7541 (8-96)                                                        15-75410-00

<PAGE>

14. |__| AUTOMATIC DOLLAR COST AVERAGING
    Please establish an automatic transfer from
    __________________________   to  (1) _____________________________
    (Series or General Account)          (Series or General Account)

    (Please indicate the dollar or
    percent of split if going to two
    or more accounts)                (2) _____________________________
                                         (Series or General Account)

                                     (3) _____________________________
                                         (Series or General Account)

    Please effect the transfer under the following option:

    Check only one:

    A.  |__|  $________________ per transfer over _______________ months/years.

    B.  |__|  Fixed Period of __________ months/years.
        (At the end of the Fixed Period, all Contract Value will have
        been transferred from the Series/General Account as indicated.)

    C.  |__|  Only Interest/Earnings over ____________ months/years.
        (Earnings will accrue for one time period (a month or quarter)
        from the effective date before the first transfer occurs.)

    Please make transfers:  |__| Monthly     |__| Quarterly

    I understand that automatic transfers from the General Account are limited 
    as described in the current prospectus.

15. |__|  ASSET REALLOCATION REQUEST
    Please effect the Asset Reallocation option as follows:

    Emerging Growth Series                     ________________________%
    Growth Series                              ________________________%
    Worldwide Equity Series                    ________________________%
    Social Awareness Series                    ________________________%
    Specialized Asset Allocation Series        ________________________%
    Managed Asset Allocation Series            ________________________%
    Equity Income Series                       ________________________%
    Growth-Income Series                       ________________________%
    Global Aggressive Bond Series              ________________________%
    High Grade Income Series                   ________________________%
    Money Market Series                        ________________________%
    General Account                            ________________________%

    Please make my first transfer on _____________________________________
                                     Month          Day              Year
    and every 3 months thereafter.

    The General  Account may not be used if the  reallocation  would violate the
    transfer  provisions  of the  General  Account as stated in the  prospectus.
    INITIAL PURCHASE PAYMENTS WILL BE ALLOCATED BASED ON INSTRUCTIONS IN SECTION
    4, UNLESS OTHERWISE INDICATED.

16. |__|  SECUR-O-MATIC BANK DRAFT (Attach Void Check)

    Establish a |__| Monthly    |__| Quarterly draft from my bank
    account on the:  |_| 7th   |_| 14th    |_| 21st    |_| 28th
    Amount of Draft:  $_________________________________________________________
    Name of Bank:  _____________________________________________________________
    Bank Phone Number:  ________________________________________________________
    Bank Address:  _____________________________________________________________
                   Street             City            State            Zip Code
    Bank Account Number:________________________________________________________
    Transit Routing Number:_____________________________________________________

    I  authorize  SBL to make  withdrawals  from  my  checking  account  which I
    maintain at the above  listed  bank.  This  authorization  is limited to the
    payment to SBL of the amount indicated on this  application.  I authorize my
    bank to pay  and  charge  to my bank  account  any  withdrawals  made by and
    payable to SBL for this purpose. This authority is to remain in effect until
    revoked by me in writing,  and until SBL and the bank actually  receive such
    notice,  I agree  neither SBL nor the bank shall have any liability to me in
    making any such withdrawals.

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

I have been given a current  prospectus  that describes the contract for which I
am applying and a current  prospectus  for the fund which  underlies each Series
above. If my annuity  contract  qualifies under Section 403(b), I declare that I
know: (1) the limits on redemption imposed by Section 403(b)(11) of the Internal
Revenue  Code;  and (2) the  investment  choices  available  under my employer's
Section 403(b) plan to which I may elect to transfer my account balance. *I KNOW
THAT  ANNUITY  PAYMENTS  AND  WITHDRAWAL  VALUES,  IF  ANY,  WHEN  BASED  ON THE
INVESTMENT  EXPERIENCE  OF A  SEPARATE  ACCOUNT OF SBL ARE  VARIABLE  AND DOLLAR
AMOUNTS  ARE  NOT  GUARANTEED.  The  amount  paid  and the  application  must be
acceptable  to SBL  under its rules and  practices.  If they are,  the  contract
applied for will be in effect on its Contract Date. If they are not, SBL will be
liable only for the return of the amount paid.

- --------------------------------------------------------------------------------
                    TAX IDENFICIATION NUMBER CERTIFICATION**

UNDER PENALTIES OF PERJURY I CERTIFY THAT:

1.  The number shown on this form is my correct taxpayer  identification  number
    (or I am waiting for a number to be issued to me); and

2.  I am not subject to backup withholding  because: (a) I am exempt from backup
    withholding, or (b) I have not been notified by the Internal Revenue Service
    (IRS) that I am subject  to backup  withholding  as a result of a failure to
    report all interest or  dividends,  or (c) the IRS has notified me that I am
    no longer subject to backup withholding.

THE INTERNAL  REVENUE  SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS  DOCUMENT   OTHER  THAN  THE   CERTIFICATIONS   REQUIRED  TO  AVOID  BACKUP
WITHHOLDING.

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

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 11
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

Dated at _______________________________________________________________________

this __________________ day of ________________________19_______________________

________________________________________________________________________________
Owner Signature

________________________________________________________________________________
Joint Owner Signature

- --------------------------------------------------------------------------------
**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.




<PAGE>

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

          (The Corporation was originally  incorporated under the name
          of "The  National  Council  of The  Knights  and  Ladies  of
          Security"  which was later changed to "The Security  Benefit
          Association."  Its original  Articles of Incorporation  were
          filed with the Kansas  Secretary  of State on  February  22,
          1892.)

                                     FIRST.

The name of this Corporation shall be SECURITY BENEFIT LIFE INSURANCE COMPANY.

                                     SECOND.

The Company is organized not for profit and is formed to make insurance upon the
lives  of  persons  and  every  insurance   appertaining  thereto  or  connected
therewith,  and to grant, purchase or dispose of annuities; to make insurance on
the health of individuals,  against accidental  personal injury,  disablement or
death, and against loss, liability or expense on account thereof; and to provide
benefits for its policy holders in the case of illness or injury.

                                     THIRD.

The location of its registered  office in the State of Kansas is at 700 Harrison
Street in the City of Topeka,  State of Kansas;  and the name and address of its
resident agent is Security Benefit Life Insurance Company,  700 Harrison Street,
Topeka, Shawnee County, Kansas 66636.

                                     FOURTH.

The term for which the Company is to exist is perpetual.

                                     FIFTH.

The Board of Directors shall consist of ten persons.

                                     SIXTH.

The Company shall operate on the mutual plan and shall have no capital stock.


<PAGE>


                                    SEVENTH.

The  conditions  of  membership  in the  company  shall be fixed by the Board of
Directors.

                                     EIGHTH.

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

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

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

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

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

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

         IT  IS  HEREBY  CERTIFIED  that  the  foregoing  Restated  Articles  of
Incorporation only restate and integrate and do not further amend the provisions
of the  Corporation's  articles  of  incorporation  as  theretofore  amended  or
supplemented,  and that there is no discrepancy between those provisions and the
provisions of the restated articles.

         IT IS FURTHER  CERTIFIED  that the Restated  Articles of  Incorporation
were duly set forth, proposed,  approved, and declared advisable by a resolution
duly adopted by the Board of Directors of the  Corporation at a regular  meeting
held on September  23/24,  1996,  in  accordance  with the  provisions of K.S.A.
17-6605 and amendments thereto, and the General Corporation Code of the State of
Kansas, and that these Restated Articles of Incorporation  constitute all of the
Articles  of  Incorporation  of the  Corporation  and do  hereby  supersede  the
Corporation's   Articles   of   Incorporation   originally   filed  as  formerly
supplemented or amended.


<PAGE>


         IN  WITNESS  WHEREOF,  I have  hereunto  subscribed  my name at Topeka,
Kansas, on this 31st day of October, 1996.

                                       HOWARD R. FRICKE
                                       -----------------------------------------
                                       Howard R. Fricke, President

ATTEST:

ROGER K. VIOLA
- ---------------------------------
Roger K. Viola, Secretary


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )

         The foregoing  instrument was  acknowledged  before me this 31st day of
October,  1996, by Howard R. Fricke and Roger K. Viola, president and secretary,
respectively,  of Security Benefit Life Insurance Company, a Kansas corporation,
on behalf of said corporation.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal at Topeka, Kansas, on this 31st day of October, 1996.

                                       L. CHARMAINE LUCAS
                                       -------------------------------------
                                       Notary Public

My Appointment Expires:  04/01/98

Approved for filing.

KATHLEEN SEBELIUS
- -----------------------------
Kathleen Sebelius
Commissioner of Insurance

Date:          11-12-96
      -------------------------




<PAGE>


                         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  7,  1997,  with  respect  to the  financial
statements  of  Security  Benefit  Life  Insurance  Company  and  the  financial
statements of Variflex  included in the  Registration  Statement on Form N-4 and
the related Statement of Additional  Information  accompanying the Prospectus of
Variflex.

                                                              Ernst & Young LLP

Kansas City, Missouri
April 24, 1997



<PAGE>

                                                         Item 24.b Exhibit (13)

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

          1000        (1+T) 1             =             1,102.16
                      (1+T) 1             =             1.10216
                       1+T                =             1.10216
                         T                =              .10216

5 Years

            1000       (1+T) 5              =             1,707.03
                      ((1+T) 5)1/5          =            (1.70703)1/5
                        1+T                 =             1.1129
                          T                 =              .1129

10 Years

          1000        (1+T) 10              =             2,961.36
                     ((1+T) 10)1/10         =            (2.96136)1/10
                      1+T                   =             1.1147
                         T                  =              .1147

12.56 Years (From June 8, 1984)

        1000           (1+T) 12.56              =             3,596.83
                      ((1+T) 12.56)1/12.56      =            (3.59683)1/12.56
                        1+T                     =             1.1073
                          T                     =              .1073


<PAGE>

                                                         Item 24.b Exhibit (13)

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

         1000         (1+T) 1           =             1,058.00
                      (1+T) 1           =             1.05800
                       1+T              =             1.05800
                         T              =              .0580

5 Years

         1000        (1+T) 5             =             1,396.15
                    ((1+T) 5)1/5         =            (1.39615)1/5
                      1+T                =             1.0690
                        T                =              .0690

10 Years

        1000       (1+T) 10               =             2,667.87
                  ((1+T) 10)1/10          =            (2.66787)1/10
                    1+T                   =             1.1031
                      T                   =              .1031

12.56 Years (From June 8, 1984)

         1000        (1+T) 12.56                =             3,928.93
                    ((1+T) 12.56)1/12.56        =            (3.92893)1/12.56
                      1+T                       =             1.1151
                        T                       =              .1151


<PAGE>

                                                         Item 24.b Exhibit (13)

                               MONEY MARKET YIELD
             Money Market Series (Series C) as of December 30, 1996

CALCULATION OF WEEKLY ADMINISTRATION FEE FACTOR:

122,639.41          Total 1996 Administrative Fee from Statement of Operations =
102,366,527.54      C-Fund Average Assets

0.001198042 X 7/365 = .00002297615 Weekly Administrative Fee Factor

CALCULATION OF CHANGE IN UNIT VALUE:

(  Unrounded  Unrounded  )
(    Price      Price    )
( 12-29-XX  - 12-22-XX   )  = 18.26026864248 - 18.24241359853 = .00097876544
  ------------------------    -------------------------------
(    Unrounded Price     )            18.24241359853
(       12-22-XX         )


ANNUALIZED YIELD:

365/7 (.00097876544 - .00002297615) = 4.98%

EFFECTIVE YIELD:

(1 + .00095578929)365/7 - 1 = 5.11%


<PAGE>

                                                         Item 24.b Exhibit (13)

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

      1000       (1+T) 1          =             1,049.86
                 (1+T) 1          =             1.04986
                  1+T             =             1.04986
                    T             =              .04986

5 Years

     1000      (1+T) 5            =             1,382.08
              ((1+T) 5)1/5        =            (1.38208)1/5
                1+T               =             1.0669
                  T               =              .0669

10 Years

      1000       (1+T) 10              =               780.33
                ((1+T) 10)1/10         =             (.78033)1/10
                  1+T                  =              .9755
                    T                  =             -.0245

12.56 Years (From June 8, 1984)

       1000         (1+T) 12.56                =               940.58
                   ((1+T) 12.56)1/12.56        =             (.94058)1/12.56
                     1+T                       =              .9951
                       T                       =             -.0049


<PAGE>

                                                         Item 24.b Exhibit (13)

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

     1000       (1+T) 1        =               874.92
                (1+T) 1        =              .87492
                 1+T           =              .87492
                   T           =             -.1251

5 Years

       1000       (1+T) 5              =             1,048.64
                 ((1+T) 5)1/5          =            (1.04864)1/5
                   1+T                 =             1.0095
                     T                 =              .0095

10 Years

         1000       (1+T) 10            =             1,410.31
                   ((1+T) 10)1/10       =            (1.41031)1/10
                     1+T                =             1.0350
                       T                =              .0350

11.67 Years (From Date of Inception April 30, 1985)

       1000       (1+T) 11.67                =             1,684.73
                 ((1+T) 11.67)1/11.67        =            (1.68473)1/11.67
                   1+T                       =             1.0457
                     T                       =              .0457


<PAGE>

                                                         Item 24.b Exhibit (13)

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

      1000        (1+T) 1              =             1,064.07
                  (1+T) 1              =             1.06407
                   1+T                 =             1.06407
                     T                 =              .0641

5 Years

       1000         (1+T) 5              =             1,557.14
                   ((1+T) 5)1/5          =            (1.55714)1/5
                     1+T                 =             1.0926
                       T                 =              .0926

5.67 Years (From Date of Inception May 1, 1991)

         1000       (1+T) 5.67             =             1,590.49
                   ((1+T) 5.67)1/5.67      =            (1.59049)1/5.67
                     1+T                   =             1.0853
                       T                   =              .0853


                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

      1000         (1+T) 1               =             1,056.23
                   (1+T) 1               =             1.0562
                    1+T                  =             1.0562
                      T                  =              .0562

4.25 Years (From Date of Inception October 1, 1992)

       1000          (1+T) 4.25              =             1,587.87
                    ((1+T) 4.25)1/4.25       =            (1.58787)1/4.25
                      1+T                    =             1.1149
                        T                    =              .1149


<PAGE>

                                                         Item 24.b Exhibit (13)

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

        1000         (1+T) 1          =             1,013.88
                     (1+T) 1          =            (1.01388)1
                      1+T             =             1.01388
                        T             =              .0139

1.58 Years (From Date of Inception June 1, 1995)

     1000         (1+T) 1.58            =             1,069.79
                 ((1+T) 1.58)1.58       =            (1.06979)1.58
                   1+T                  =             1.0435
                     T                  =              .0435


                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

          1000      (1+T) 1           =             1,019.65
                    (1+T) 1           =            (1.01965)1
                     1+T              =             1.01965
                       T              =              .0196

1.58 Years (From Date of Inception June 1, 1995)

        1000          (1+T) 1.58            =             1,070.68
                     ((1+T) 1.58)1.58       =            (1.07068)1.58
                       1+T                  =             1.0441
                         T                  =              .0441


<PAGE>

                                                         Item 24.b Exhibit (13)

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

        1000         (1+T) 1         =             1,005.51
                     (1+T) 1         =            (1,005.51)1
                      1+T            =             1.00551
                        T            =              .0055

1.58 Years (From Date of Inception June 1, 1995)

        1000       (1+T) 1.58                 =        1,005.51
                  ((1+T) 1.58)1.58            =       (1.00551)1.58
                    1+T                       =        1.0356
                      T                       =         .0356


                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

      1000         (1+T) 1       =             1,075.89
                   (1+T) 1       =            (1.07589)1
                    1+T          =             1.07589
                      T          =              .0759

1.58 Years (From Date of Inception June 1, 1995)

       1000          (1+T) 1.58              =             1,246.66
                    ((1+T) 1.58)1.58         =            (1.24666)1.58
                      1+T                    =             1.1494
                        T                    =              .1494


<PAGE>

                                                         Item 24.b Exhibit (13)

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

       1000       (1+T) 1          =             1,212.19
                  (1+T) 1          =             1.2122
                   1+T             =             1.2122
                     T             =              .2122

5 Years

       1000        (1+T) 5            =             1,963.95
                  ((1+T) 5)1/5        =             1.9639
                    1+T               =             1.1445
                      T               =              .1445

10 Years

        1000       (1+T) 10                   =             3,583.40
                  ((1+T) 10)1/10              =             3.5834
                   1+T                        =             1.1361
                     T                        =              .1361

12.56 Years (From June 8, 1984)

    1000            (1+T) 12.56                =             4,517.28
                   ((1+T) 12.56)1/12.56        =             4.5173
                     1+T                       =             1.1276
                       T                       =              .1276


<PAGE>

                                                         Item 24.b Exhibit (13)

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

         1000         (1+T) 1            =             1,168.00
                      (1+T) 1            =             1.1680
                       1+T               =             1.1680
                         T               =              .1680

5 Years

           1000      (1+T) 5             =             1,636.11
                    ((1+T) 5)1/5         =             1.6361
                      1+T                =             1.1035
                        T                =              .1035

10 Years

           1000        (1+T) 10               =             3,221.30
                      ((1+T) 10)1/10          =             3.2213
                        1+T                   =             1.1241
                          T                   =              .1241

12.56 Years (From June 8, 1984)

          1000         (1+T) 12.56                =             4,772.41
                      ((1+T) 12.56)1/12.56        =             4.7724
                        1+T                       =             1.1325
                          T                       =              .1325


<PAGE>

                                                         Item 24.b Exhibit (13)

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

       1000        (1+T) 1          =             1,159.87
                   (1+T) 1          =             1.1599
                    1+T             =             1.1599
                      T             =              .1599

5 Years

       1000       (1+T) 5           =             1,614.02
                 ((1+T) 5)1/5       =             1.6140
                   1+T              =             1.1005
                     T              =              .1005

10 Years

      1000        (1+T) 10          =             1,191.30
                 ((1+T) 10)1/10     =             1.1913
                   1+T              =             1.0177
                     T              =              .0177

12.56 Years (From June 8, 1984)

     1000        (1+T) 12.56                =             1,448.10
                ((1+T) 12.56)1/12.56        =             1.4481
                  1+T                       =             1.0299
                    T                       =              .0299


<PAGE>

                                                         Item 24.b Exhibit (13)

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

       1000         (1+T) 1             =               981.00
                    (1+T) 1             =              .9810
                     1+T                =              .9810
                       T                =             -.0190

5 Years

        1000         (1+T) 5              =             1,248.70
                    ((1+T) 5)1/5          =             1.2487
                      1+T                 =             1.0454
                        T                 =              .0454

10 Years

         1000        (1+T) 10            =             1,801.50
                    ((1+T) 10)1/10       =             1.8015
                      1+T                =             1.0606
                        T                =              .0606

11.67 Years (From Date of Inception April 30, 1985)

      1000        (1+T) 11.67                =             2,169.00
                 ((1+T) 11.67)1/11.67        =             2.1690
                   1+T                       =             1.0686
                     T                       =              .0686


<PAGE>

                                                         Item 24.b Exhibit (13)

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

          1000        (1+T) 1         =             1,174.08
                      (1+T) 1         =             1.1741
                       1+T            =             1.1741
                         T            =              .1741

5 Years

        1000          (1+T) 5             =             1,875.00
                     ((1+T) 5)1/5         =             1.8750
                       1+T                =             1.1172
                         T                =              .1172

5.67 Years (From Date of Inception May 1, 1991)

        1000         (1+T) 5.67             =             1,790.83
                    ((1+T) 5.67)1/5.67      =             1.7908
                      1+T                   =             1.1236
                        T                   =              .1236


<PAGE>

                                                         Item 24.b Exhibit (13)

                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

        1000        (1+T) 1          =             1,166.24
                    (1+T) 1          =             1.1662
                     1+T             =             1.1662
                       T             =              .1662

4.25 Years (From Date of Inception October 1, 1992)

       1000      (1+T) 4.25                 =             1,803.00
                ((1+T) 4.25)1/4.25          =             1.8030
                  1+T                       =             1.1488
                    T                       =              .1488


<PAGE>

                                                         Item 24.b Exhibit (13)

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

          1000         (1+T) 1           =             1,122.54
                       (1+T) 1           =             1.1225
                        1+T              =             1.1225
                          T              =              .1225

1.58 Years (From Date of Inception June 1, 1995)

         1000         (1+T) 1.58                 =             1,200.00
                     ((1+T) 1.58)1.58            =             1.2000
                       1+T                       =             1.1220
                         T                       =              .1220


                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

          1000            (1+T) 1            =             1,128.76
                          (1+T) 1            =             1.1288
                           1+T               =             1.1288
                             T               =              .1288

1.58 Years (From Date of Inception June 1, 1995)

         1000           (1+T) 1.58             =             1,201.00
                       ((1+T) 1.58)1.58        =             1.2010
                         1+T                   =             1.1226
                           T                   =              .1226


<PAGE>

                                                         Item 24.b Exhibit (13)

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

          1000          (1+T) 1             =             1,113.51
                        (1+T) 1             =             1.1135
                         1+T                =             1.1135
                           T                =              .1135

1.58 Years (From Date of Inception June 1, 1995)

          1000       (1+T) 1.58            =             1,187.00
                    ((1+T) 1.58)1.58       =             1.1870
                      1+T                  =             1.1143
                        T                  =              .1143


                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
        (WITHOUT CONTINGENT DEFERRED SALES CHARGE AND ADMINISTRATIVE FEE)

1 Year

        1000       (1+T) 1         =             1,185.89
                   (1+T) 1         =             1.1859
                    1+T            =             1.1859
                      T            =              .1859

1.58 Years (From Date of Inception June 1, 1995)

      1000          (1+T) 1.58            =             1,378.00
                   ((1+T) 1.58)1.58       =             1.3780
                     1+T                  =             1.2244
                       T                  =              .2244


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES A (GROWTH)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                         INCREASE
           ENDING           INITIAL     (DECREASE)       INITIAL     % INCREASE
           VALUE             VALUE       IN VALUE         VALUE      (DECREASE)

1996      1,212.19    -      1,000         212.19    /    1,000   =    21.22%

1995      1,351.11    -      1,000         351.11    /    1,000   =    35.11%

1994        971.83    -      1,000         (28.17)   /    1,000   =    (2.82)%

1993      1,123.49    -      1,000         123.49    /    1,000   =    12.35%

1992      1,098.28    -      1,000          98.28    /    1,000   =     9.83%

1991      1,344.49    -      1,000         344.49    /    1,000   =    34.45%

1990        891.00    -      1,000        (109.00)   /    1,000   =   (10.90)%

1989      1,333.10    -      1,000         331.10    /    1,000   =    33.11%

1988      1,087.99    -      1,000          87.99    /    1,000   =     8.80%

1987      1,050.14    -      1,000          50.14    /    1,000   =     5.01%

1986      1,051.02    -      1,000          51.02    /    1,000   =     5.10%


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES B (GROWTH-INCOME)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                     INCREASE
         ENDING          INITIAL    (DECREASE)       INITIAL         % INCREASE
          VALUE           VALUE      IN VALUE         VALUE           (DECREASE)

1996     1,168.00   -     1,000      168.00     /      1,000    =     16.80%

1995     1,285.21   -     1,000      285.21     /      1,000    =     28.52%

1994       958.60   -     1,000      (41.40)    /      1,000    =     (4.14)%

1993     1,082.97   -     1,000       82.97     /      1,000    =      8.30%

1992     1,049.88   -     1,000       49.88     /      1,000    =      4.99%

1991     1,361.55   -     1,000      361.55     /      1,000    =     36.16%

1990       944.02   -     1,000      (55.98)    /      1,000    =     (5.60)%

1989     1,268.61   -     1,000      268.61     /      1,000    =     26.86%

1988     1,178.93   -     1,000      178.93     /      1,000    =     17.89%

1987     1,024.20   -     1,000       24.20     /      1,000    =      2.42%

1986     1,177.52   -     1,000      177.52     /      1,000    =     17.75%


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES C (MONEY MARKET)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                         Initial Investment = $1,000

                                     INCREASE
         ENDING           INITIAL   (DECREASE)       INITIAL       % INCREASE
          VALUE            VALUE     IN VALUE         VALUE        (DECREASE)

1996     1,038.09    -     1,000        38.09    /    1,000     =     3.81%

1995     1,041.44    -     1,000        41.44    /    1,000     =     4.14%

1994     1,024.88    -     1,000        24.88    /    1,000     =     2.49%

1993     1,013.53    -     1,000        13.53    /    1,000     =     1.35%

1992     1,020.08    -     1,000        20.08    /    1,000     =     2.01%

1991     1,043.88    -     1,000        43.88    /    1,000     =     4.39%

1990     1,065.60    -     1,000        65.60    /    1,000     =     6.56%

1989     1,077.44    -     1,000        77.44    /    1,000     =     7.74%

1988     1,058.92    -     1,000        58.92    /    1,000     =     5.89%

1987     1,051.93    -     1,000        51.93    /    1,000     =     5.19%

1986     1,051.05    -     1,000        51.05    /    1,000     =     5.11%


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES D (WORLD WIDE EQUITY)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                        INCREASE
          ENDING           INITIAL     (DECREASE)        INITIAL      % INCREASE
           VALUE            VALUE       IN VALUE          VALUE       (DECREASE)

1996      1,159.87    -     1,000        159.87     /     1,000     =   15.99%

1995      1,095.45    -     1,000         95.45     /     1,000     =    9.55%

1994      1,015.11    -     1,000         15.11     /     1,000     =    1.51%

1993      1,300.58    -     1,000        300.58     /     1,000     =   30.06%

1992        962.18    -     1,000        (37.82)    /     1,000     =   (3.78)%

1991*     1,030.96    -     1,000         30.96     /     1,000     =    3.01%

*From May 1, 1991 to December 31, 1991.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES E (HIGH GRADE INCOME)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                  INCREASE
        ENDING        INITIAL    (DECREASE)      INITIAL      % INCREASE
         VALUE         VALUE      IN VALUE        VALUE       (DECREASE)

1996      981.00  -    1,000       (19.00)   /    1,000     =   (1.90)%

1995    1,171.70  -    1,000       171.70    /    1,000     =   17.17%

1994      919.59  -    1,000       (80.41)   /    1,000     =   (8.04)%

1993    1,112.80  -    1,000       112.80    /    1,000     =   11.28%

1992    1,061.60  -    1,000        61.60    /    1,000     =    6.16%

1991    1,155.69  -    1,000       155.69    /    1,000     =   15.57%

1990    1,054.00  -    1,000        54.00    /    1,000     =    5.40%

1989    1,105.43  -    1,000       105.43    /    1,000     =   10.54%

1988    1,059.11  -    1,000        59.11    /    1,000     =    5.91%

1987    1,011.63  -    1,000        11.63    /    1,000     =    1.16%

1986    1,083.71  -    1,000        83.71    /    1,000     =    8.37%


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES S (SOCIAL AWARENESS)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                        INCREASE
          ENDING           INITIAL     (DECREASE)        INITIAL      % INCREASE
           VALUE            VALUE       IN VALUE          VALUE       (DECREASE)

1996      1,174.08    -     1,000        174.08     /     1,000    =    17.41%

1995      1,262.45    -     1,000        262.45     /     1,000    =    26.25%

1994        950.41    -     1,000        (49.59)    /     1,000    =    (4.96)%

1993      1,105.48    -     1,000        105.48     /     1,000    =    10.55%

1992      1,149.95    -     1,000        149.95     /     1,000    =    15.00%

1991*     1,047.00    -     1,000         47.00     /     1,000    =     4.70%

*From May 1, 1991 to December 31, 1991.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES J (EMERGING GROWTH)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                   INCREASE
         ENDING        INITIAL    (DECREASE)       INITIAL     % INCREASE
          VALUE         VALUE      IN VALUE         VALUE      (DECREASE)

1996     1,166.24  -    1,000       166.24     /    1,000    =   16.62%

1995     1,180.15  -    1,000       180.15     /    1,000    =   18.02%

1994       937.72  -    1,000       (62.28)    /    1,000    =   (6.23)%

1993     1,122.99  -    1,000       122.99     /    1,000    =   12.30%

1992*    1,244.00  -    1,000       244.00     /    1,000    =   24.40%

*From October 1, 1992 to December 31, 1992.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES K (GLOBAL AGGRESSIVE BOND)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                     INCREASE
         ENDING         INITIAL     (DECREASE)      INITIAL      % INCREASE
          VALUE          VALUE       IN VALUE        VALUE       (DECREASE)

1996     1,122.54   -    1,000        122.54     /   1,000    =    12.25%

1995*    1,069.00   -    1,000         69.00     /   1,000    =     6.90%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES M (SPECIALIZED ASSET ALLOCATION)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                   INCREASE
          ENDING       INITIAL    (DECREASE)       INITIAL      % INCREASE
           VALUE        VALUE      IN VALUE         VALUE       (DECREASE)

1996      1,128.76  -   1,000       128.76     /    1,000    =    12.88%

1995*     1,064.00  -   1,000        64.00     /    1,000    =     6.40%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES N (MANAGED ASSET ALLOCATION)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                     INCREASE
          ENDING        INITIAL     (DECREASE)       INITIAL       % INCREASE
           VALUE         VALUE       IN VALUE         VALUE        (DECREASE)

1996      1,113.51  -    1,000        113.51     /    1,000    =     11.35%

1995*     1,066.00  -    1,000         66.00     /    1,000    =      6.60%

*From June 1, 1995 to December 31, 1995.


<PAGE>

                                                         Item 24.b Exhibit (13)

                                    VARIFLEX
                          NON-STANDARDIZED TOTAL RETURN

SERIES O (EQUITY INCOME)

Quotation  of Total  Return for the period of  January 1, 1986 to  December  31,
1996.

                           Initial Investment = $1,000

                                INCREASE
        ENDING       INITIAL   (DECREASE)       INITIAL      % INCREASE
         VALUE        VALUE     IN VALUE         VALUE       (DECREASE)

1996    1,185.89  -   1,000      185.89    /     1,000    =    18.59%

1995*   1,162.00  -   1,000      162.00    /     1,000    =    16.20%

*From June 1, 1995 to December 31, 1995.



<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 SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by SECURITY BENEFIT LIFE INSURANCE  COMPANY and any SBL VARIABLE ANNUITY ACCOUNT
(VARIFLEX)  with like effect as though said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Melanie S. Fannin,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                                  MELANIE S. FANNIN
                                                  ------------------------------
                                                  Melanie S. Fannin

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY and any SBL  VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                                  W. W. HANNA
                                                  ------------------------------
                                                  W. W. Hanna

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

                                                  FRANK C. SABATINI
                                                  ------------------------------
                                                  Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY and any SBL VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX)  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.

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

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                  L. CHARMAINE LUCAS
                                                  ------------------------------
                                                  Notary Public

My Commission Expires:

       4/1/98
- ---------------------

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              001
        <NAME>                                SERIES A
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                     491,521
<INVESTMENTS-AT-VALUE>                                    591,595
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            591,595
<PAYABLE-FOR-SECURITIES>                                  591,591
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       4
<TOTAL-LIABILITIES>                                       591,595
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                  12,929,890
<SHARES-COMMON-PRIOR>                                  11,550,576
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                   40,511
<NET-ASSETS>                                              591,591
<DIVIDEND-INCOME>                                           4,003
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              6,383
<NET-INVESTMENT-INCOME>                                   (2,380)
<REALIZED-GAINS-CURRENT>                                   54,595
<APPREC-INCREASE-CURRENT>                                  40,511
<NET-CHANGE-FROM-OPS>                                      92,726
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     4,887
<NUMBER-OF-SHARES-REDEEMED>                                 3,508
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,379
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                             6,383
<AVERAGE-NET-ASSETS>                                      494,802
<PER-SHARE-NAV-BEGIN>                                       37.75
<PER-SHARE-NII>                                             (.20)
<PER-SHARE-GAIN-APPREC>                                      8.20
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         45.75
<EXPENSE-RATIO>                                              1.29
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              002
        <NAME>                                SERIES B
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                     773,880
<INVESTMENTS-AT-VALUE>                                    886,925
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            886,925
<PAYABLE-FOR-SECURITIES>                                  886,931
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                     (6)
<TOTAL-LIABILITIES>                                       886,925
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                  19,042,890
<SHARES-COMMON-PRIOR>                                  18,698,643
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                  (5,823)
<NET-ASSETS>                                              886,931
<DIVIDEND-INCOME>                                          17,133
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                             11,387
<NET-INVESTMENT-INCOME>                                     5,746
<REALIZED-GAINS-CURRENT>                                  124,748
<APPREC-INCREASE-CURRENT>                                 (5,823)
<NET-CHANGE-FROM-OPS>                                     124,671
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     3,756
<NUMBER-OF-SHARES-REDEEMED>                                 3,412
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        344
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                            11,387
<AVERAGE-NET-ASSETS>                                      821,311
<PER-SHARE-NAV-BEGIN>                                       39.87
<PER-SHARE-NII>                                               .30
<PER-SHARE-GAIN-APPREC>                                      6.41
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         46.58
<EXPENSE-RATIO>                                              1.39
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              003
        <NAME>                                SERIES C
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      90,317
<INVESTMENTS-AT-VALUE>                                     90,466
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             90,466
<PAYABLE-FOR-SECURITIES>                                   90,466
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        90,466
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   4,953,683
<SHARES-COMMON-PRIOR>                                   4,472,936
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      488
<NET-ASSETS>                                               90,466
<DIVIDEND-INCOME>                                           3,780
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              1,368
<NET-INVESTMENT-INCOME>                                     2,412
<REALIZED-GAINS-CURRENT>                                      785
<APPREC-INCREASE-CURRENT>                                     488
<NET-CHANGE-FROM-OPS>                                       3,685
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                    11,926
<NUMBER-OF-SHARES-REDEEMED>                                11,446
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        480
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                             1,368
<AVERAGE-NET-ASSETS>                                      102,367
<PER-SHARE-NAV-BEGIN>                                       17.59
<PER-SHARE-NII>                                               .42
<PER-SHARE-GAIN-APPREC>                                       .25
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         18.26
<EXPENSE-RATIO>                                              1.34
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              004
        <NAME>                                SERIES D
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                     200,363
<INVESTMENTS-AT-VALUE>                                    223,250
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            223,250
<PAYABLE-FOR-SECURITIES>                                  223,249
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       1
<TOTAL-LIABILITIES>                                       223,250
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                  15,384,210
<SHARES-COMMON-PRIOR>                                  13,390,549
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                   10,720
<NET-ASSETS>                                              223,249
<DIVIDEND-INCOME>                                           6,404
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              2,489
<NET-INVESTMENT-INCOME>                                     3,915
<REALIZED-GAINS-CURRENT>                                   13,836
<APPREC-INCREASE-CURRENT>                                  10,720
<NET-CHANGE-FROM-OPS>                                      28,471
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     5,428
<NUMBER-OF-SHARES-REDEEMED>                                 3,434
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,994
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                             2,489
<AVERAGE-NET-ASSETS>                                      199,074
<PER-SHARE-NAV-BEGIN>                                       12.51
<PER-SHARE-NII>                                               .27
<PER-SHARE-GAIN-APPREC>                                      1.73
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         14.51
<EXPENSE-RATIO>                                              1.25
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              005
        <NAME>                                SERIES E
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                     112,408
<INVESTMENTS-AT-VALUE>                                    109,990
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            109,990
<PAYABLE-FOR-SECURITIES>                                  109,990
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                       109,990
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   5,072,323
<SHARES-COMMON-PRIOR>                                   5,262,420
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                  (8,258)
<NET-ASSETS>                                              109,990
<DIVIDEND-INCOME>                                           6,701
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              1,635
<NET-INVESTMENT-INCOME>                                     5,066
<REALIZED-GAINS-CURRENT>                                      459
<APPREC-INCREASE-CURRENT>                                 (8,258)
<NET-CHANGE-FROM-OPS>                                     (2,733)
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     2,124
<NUMBER-OF-SHARES-REDEEMED>                                 2,314
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      (190)
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                             1,635
<AVERAGE-NET-ASSETS>                                      112,358
<PER-SHARE-NAV-BEGIN>                                       22.11
<PER-SHARE-NII>                                               .97
<PER-SHARE-GAIN-APPREC>                                    (1.40)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         21.68
<EXPENSE-RATIO>                                              1.46
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              006
        <NAME>                                SERIES J
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                     114,558
<INVESTMENTS-AT-VALUE>                                    128,769
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                            128,769
<PAYABLE-FOR-SECURITIES>                                  128,768
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       1
<TOTAL-LIABILITIES>                                       128,769
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   7,141,292
<SHARES-COMMON-PRIOR>                                   5,647,812
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    2,657
<NET-ASSETS>                                              128,768
<DIVIDEND-INCOME>                                             202
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              1,389
<NET-INVESTMENT-INCOME>                                   (1,187)
<REALIZED-GAINS-CURRENT>                                   15,750
<APPREC-INCREASE-CURRENT>                                   2,657
<NET-CHANGE-FROM-OPS>                                      17,220
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     3,810
<NUMBER-OF-SHARES-REDEEMED>                                 2,316
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,494
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                             1,389
<AVERAGE-NET-ASSETS>                                      112,601
<PER-SHARE-NAV-BEGIN>                                       15.46
<PER-SHARE-NII>                                             (.18)
<PER-SHARE-GAIN-APPREC>                                      2.75
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         18.03
<EXPENSE-RATIO>                                              1.23
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              007
        <NAME>                                SERIES K
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       5,880
<INVESTMENTS-AT-VALUE>                                      5,829
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              5,829
<PAYABLE-FOR-SECURITIES>                                    5,829
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         5,829
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     485,637
<SHARES-COMMON-PRIOR>                                     204,759
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                     (60)
<NET-ASSETS>                                                5,829
<DIVIDEND-INCOME>                                             385
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 59
<NET-INVESTMENT-INCOME>                                       326
<REALIZED-GAINS-CURRENT>                                      229
<APPREC-INCREASE-CURRENT>                                    (60)
<NET-CHANGE-FROM-OPS>                                         495
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       455
<NUMBER-OF-SHARES-REDEEMED>                                   174
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        281
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                59
<AVERAGE-NET-ASSETS>                                        4,072
<PER-SHARE-NAV-BEGIN>                                       10.69
<PER-SHARE-NII>                                               .90
<PER-SHARE-GAIN-APPREC>                                       .41
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.00
<EXPENSE-RATIO>                                              1.45
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              008
        <NAME>                                SERIES M
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      19,971
<INVESTMENTS-AT-VALUE>                                     21,737
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             21,737
<PAYABLE-FOR-SECURITIES>                                   21,737
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        21,737
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   1,810,737
<SHARES-COMMON-PRIOR>                                     910,838
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    1,512
<NET-ASSETS>                                               21,737
<DIVIDEND-INCOME>                                             186
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                212
<NET-INVESTMENT-INCOME>                                      (26)
<REALIZED-GAINS-CURRENT>                                      467
<APPREC-INCREASE-CURRENT>                                   1,512
<NET-CHANGE-FROM-OPS>                                       1,953
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,233
<NUMBER-OF-SHARES-REDEEMED>                                   333
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        900
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               212
<AVERAGE-NET-ASSETS>                                       14,954
<PER-SHARE-NAV-BEGIN>                                       10.64
<PER-SHARE-NII>                                             (.02)
<PER-SHARE-GAIN-APPREC>                                      1.38
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.00
<EXPENSE-RATIO>                                              1.42
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              009
        <NAME>                                SERIES N
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      10,791
<INVESTMENTS-AT-VALUE>                                     11,959
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             11,959
<PAYABLE-FOR-SECURITIES>                                   11,959
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        11,959
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   1,007,120
<SHARES-COMMON-PRIOR>                                     525,250
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      911
<NET-ASSETS>                                               11,959
<DIVIDEND-INCOME>                                              57
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                119
<NET-INVESTMENT-INCOME>                                      (62)
<REALIZED-GAINS-CURRENT>                                      194
<APPREC-INCREASE-CURRENT>                                     911
<NET-CHANGE-FROM-OPS>                                       1,043
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       594
<NUMBER-OF-SHARES-REDEEMED>                                   112
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        482
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               119
<AVERAGE-NET-ASSETS>                                        9,048
<PER-SHARE-NAV-BEGIN>                                       10.64
<PER-SHARE-NII>                                             (.08)
<PER-SHARE-GAIN-APPREC>                                      1.31
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.87
<EXPENSE-RATIO>                                              1.32
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              010
        <NAME>                                SERIES O
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      33,684
<INVESTMENTS-AT-VALUE>                                     37,606
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             37,606
<PAYABLE-FOR-SECURITIES>                                   37,606
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        37,606
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   2,728,638
<SHARES-COMMON-PRIOR>                                     839,464
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    3,221
<NET-ASSETS>                                               37,606
<DIVIDEND-INCOME>                                              66
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                327
<NET-INVESTMENT-INCOME>                                     (261)
<REALIZED-GAINS-CURRENT>                                    1,238
<APPREC-INCREASE-CURRENT>                                   3,221
<NET-CHANGE-FROM-OPS>                                       4,198
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     2,346
<NUMBER-OF-SHARES-REDEEMED>                                   456
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,890
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               327
<AVERAGE-NET-ASSETS>                                       23,715
<PER-SHARE-NAV-BEGIN>                                       11.62
<PER-SHARE-NII>                                             (.14)
<PER-SHARE-GAIN-APPREC>                                      2.30
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.78
<EXPENSE-RATIO>                                              1.38
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000740583
<NAME>                                        VARIFLEX
<SERIES>
        <NUMBER>                              012
        <NAME>                                SERIES S
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      43,382
<INVESTMENTS-AT-VALUE>                                     53,361
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             53,361
<PAYABLE-FOR-SECURITIES>                                   53,324
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                      37
<TOTAL-LIABILITIES>                                        53,361
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   2,846,127
<SHARES-COMMON-PRIOR>                                   2,228,663
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    3,689
<NET-ASSETS>                                               53,324
<DIVIDEND-INCOME>                                             206
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                568
<NET-INVESTMENT-INCOME>                                     (362)
<REALIZED-GAINS-CURRENT>                                    3,280
<APPREC-INCREASE-CURRENT>                                   3,689
<NET-CHANGE-FROM-OPS>                                       6,607
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       939
<NUMBER-OF-SHARES-REDEEMED>                                   322
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        617
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               568
<AVERAGE-NET-ASSETS>                                       44,437
<PER-SHARE-NAV-BEGIN>                                       15.97
<PER-SHARE-NII>                                             (.15)
<PER-SHARE-GAIN-APPREC>                                      2.92
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         18.74
<EXPENSE-RATIO>                                              1.28
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>


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