VARIFLEX
N-4 EL, 1997-09-26
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<PAGE>
                                                               File No. 33-_____
                                                               File No. 811-3957
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              |X|
         Amendment No. ______                                                |_|

                        (Check appropriate box or boxes)

                            VARIFLEX SEPARATE ACCOUNT
                                (EDUCATOR SERIES)
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

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

               Depositor's Telephone Number, Including Area Code:
                                 (785) 431-3000

Name of Agent for Service for Process:                   Copies to:

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

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

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

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

                       DECLARATION PURSUANT TO RULE 24F-2

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

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

<PAGE>

                              Cross Reference Sheet

                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                                        PROSPECTUS CAPTION
- ----------------                                        ------------------
   1.  Cover Page..................................     Cover Page

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

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

   4.  Condensed Financial Information

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

       (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; 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; 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>


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 -
                                                        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

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

<PAGE>


                                                        Statement of Additional
ITEM OF FORM N-4                                          Information Caption
- ----------------                                         ----------------------

  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
                                 EDUCATOR SERIES

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

                                 (785) 431-3000

     This Prospectus  describes the Variflex  Variable  Annuity  Educator Series
Contracts (the "Variflex  Contracts" or "Contracts") offered by Security Benefit
Life Insurance Company ("SBL"). The Contracts are 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  and  certain  deferred
compensation  plans of state  and  local  governments.  This  Prospectus  offers
Contracts which may be purchased with single or multiple purchase payments, with
annuity  payments  commencing at some later date. The Contracts are offered on a
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
fourteen  separate  series--Growth  Series,  Growth-Income  Series (formerly the
"Income-Growth  Series"),  Money Market Series,  Worldwide  Equity Series,  High
Grade Income Series,  Emerging  Growth Series,  Global  Aggressive  Bond Series,
Specialized Asset Allocation  Series,  Managed Asset Allocation  Series,  Equity
Income Series,  High Yield Series,  Social Awareness Series,  Value Series,  and
Small Cap 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 (785) 431-3112 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: ________________, 1997             RETAIN FOR FUTURE REFERENCE

- --------------------------------------------------------------------------------
                                        1
<PAGE>

- --------------------------------------------------------------------------------
                                VARIFLEX CONTENTS

                                                                            Page

Glossary of Terms..........................................................   4
Summary of the Contract....................................................   5
Summary of Expenses........................................................   6
  Financial Statements.....................................................   8
Security Benefit Life Insurance Company and Variflex.......................   8
  Security Benefit Life Insurance Company..................................   8
  Variflex.................................................................   8
SBL Fund ..................................................................   8
  Voting Rights............................................................   9
  Substituted Securities...................................................   9
Variflex Contracts.........................................................  10
  Purpose of the Contracts.................................................  10
  Type of Variflex Contract................................................  10
  Contract Application and Purchase Payments...............................  10
  Allocation of Purchase Payments..........................................  10
  Crediting of Accumulation Units..........................................  11
  Dollar Cost Averaging Option.............................................  11
  Asset Reallocation Option................................................  11
  Transfer of Contract Value...............................................  12
  Contract Value...........................................................  12
  Determination of Contract Value..........................................  12
  Contractowner Inquiries..................................................  13
Charges and Deductions.....................................................  13
  Contingent Deferred Sales Charge.........................................  13
  Other Charges............................................................  14
  (a) State Premium Taxes..................................................  14
  (b) Actuarial Risk Fee...................................................  14
  (c) Charges for Taxes....................................................  14
  Sequential Deduction.....................................................  14
  Variations in Charges....................................................  15
Distributions Under the Contract...........................................  15
  Accumulation Period......................................................  15
  Full and Partial Withdrawals.............................................  15
  Systematic Withdrawals...................................................  15
  Free-Look Right..........................................................  16
  Death Benefit During Accumulation Period.................................  16
  Loans Available from Certain Qualified Contracts.........................  16
  Constraints on Distributions from Certain Section 403(b) Annuity
    Contracts .............................................................  17
  Annuity Period...........................................................  18
  Annuity Provisions.......................................................  18
  Election of Annuity Commencement Date and Form of Annuity................  18
  Allocation of Benefits...................................................  18
  Optional Annuity Forms...................................................  18
  Value of Variable Annuity Payments:
    Assumed Investment Rates...............................................  19
  Restrictions Under the Texas Optional Retirement Program.................  19

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

- --------------------------------------------------------------------------------
                          VARIFLEX CONTENTS (CONTINUED)

                                                                            Page

Federal Tax Matters........................................................  20
  Introduction.............................................................  20
  Tax Status of SBL and the Separate Account...............................  20
    General................................................................  20
    Charge for SBL Taxes...................................................  20
    Diversification Standards..............................................  20
  Income Taxation of Annuities in General -- Qualified Plans...............  21
    Section 401............................................................  21
    Section 403(b).........................................................  22
    Section 457............................................................  22
    Rollovers..............................................................  23
    Tax Penalties..........................................................  23
    Withholdings...........................................................  23
Distributor of the Contracts...............................................  24
  Performance Information..................................................  24
The General Account........................................................  24
Statement of Additional Information........................................  26




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.

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

     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--Certificates  under Group  Allocated  Contracts  are  referred to
herein as the "Contract" or the "Contracts".

     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.

     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.  A certificate is issued by SBL to
Participants under a Group Allocated Contract as evidence of his or her benefits
under the 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 or
457 of the Internal Revenue Code.

     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, Martin Luther King,  Jr.'s Birthday,  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 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 are, however,  General Account options
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 fourteen  separate  Variflex  Series:  Growth Series,  Growth-Income
Series (formerly the  "Income-Growth  Series"),  Money Market Series,  Worldwide
Equity  Series,  High  Grade  Income  Series,  Emerging  Growth  Series,  Global
Aggressive  Bond Series,  Specialized  Asset  Allocation  Series,  Managed Asset
Allocation  Series,  Equity Income Series,  High Yield Series,  Social Awareness
Series,  Value  Series  and  Small  Cap  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 8).

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
10 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 12.)

THE DEATH BENEFIT

     For Group Allocated  Contracts,  the Contract  provides for a death benefit
upon the death of the  Participant  during the  Accumulation  Period.  The death
benefit will vary depending on the Contract's  investment results and the age of
the Participant on the Contract Date. SBL will pay the death benefit proceeds to
the  beneficiary  upon  receipt  of due  proof of the  Participant's  death  and
instructions  regarding payment. (See "Death Benefit During Accumulation Period"
on page 16.)

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,  withdrawals  may be  reduced  by any  Contract  Debt,  a
contingent  deferred  sales  charge,  a 10 percent  penalty  tax and income tax.
Contracts may be subject to additional  withdrawal  restrictions  imposed by the
Plan.  (See  "Full  and  Partial   Withdrawals"  on  page  15,  "Constraints  on
Distributions  from Certain  Section  403(b)  Annuity  Contracts" on page 17 and
"Federal Tax Matters" on page 20.)

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 1.0  percent.  Variflex  Contracts  also  provide  for  certain
deductions  and  charges  against the  contract.  These  deductions  and charges
include any state premium taxes that may be assessed. Additionally, a contingent
deferred sales charge may be assessed  against  certain  withdrawals  during the
first fifteen  Contract Years. The amount of the charge is based upon the number
of years a Purchase Payment has remained credited under the Contract. The charge
is 5  percent  of  Purchase  Payments  withdrawn  within  the five  year  period
following  investment.  No contingent  deferred  sales charge is imposed after a
Contract  has been in force  15  Contract  Years  or  more.  (See  "Charges  and
Deductions" on page 13.)

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

- --------------------------------------------------------------------------------
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 16.)




                               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 amounts withdrawn,
    attributable to Purchase Payments, that have remained credited under
    the Contract for five years or less)..................................    5%

  Surrender Fees (as a percentage of amount surrendered, if applicable)       0%
  Exchange Fee............................................................   $0

ANNUAL CONTRACT FEE.......................................................   $0
- -------------------

SEPARATE ACCOUNT ANNUAL FEE (as a percentage of average account value)
- ---------------------------
  Mortality and Expense Risk Fees.........................................  1.0%
  Account Fees and Expenses...............................................  0.0%
  Total Separate Account Annual Expenses..................................  1.0%

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

<TABLE>
<CAPTION>
                                                                Other Expenses
                                         Management Fees(1)     (after expense     Total Annual
                                         (after fee waiver)     reimbursement)       Expenses
                                         ------------------     --------------     ------------

<S>                                            <C>                  <C>               <C>
Growth (Series A)........................      0.75%                0.08%             0.83%
Growth-Income (Series B).................      0.75%                0.09%             0.84%
Money Market (Series C)..................      0.50%                0.08%             0.58%
Worldwide Equity (Series D)..............      1.00%                0.30%             1.30%
High Grade Income (Series E).............      0.75%                0.08%             0.83%
Emerging Growth (Series J)...............      0.75%                0.09%             0.84%
Global Aggressive Bond (Series K)........      0.00%                0.84%             0.84%
Specialized Asset Allocation (Series M)..      1.00%                0.34%             1.34%
Managed Asset Allocation (Series N)......      1.00%                0.45%             1.45%
Equity Income (Series O).................      1.00%                0.15%             1.15%
High Yield (Series P)....................      0.00%                0.28%             0.28%
Social Awareness (Series S)..............      0.75%                0.09%             0.84%
Value (Series V).........................      0.00%                0.51%             0.51%
Small Cap (Series X).....................      0.00%                0.55%             0.55%
</TABLE>

(1)  During the fiscal year ended  December 31,  1996,  the  Investment  Manager
     waived the  management  fees of Series K and P and,  during the fiscal year
     ending December 31, 1997, the Investment  Manager will waive the management
     fees of Series K,  Series P,  Series V and Series X;  absent  such  expense
     waiver,  the  management  fee of Series K, Series P and Series V would have
     been  .75% and that of  Series X would  have  been  1.00%.  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
- ----------------------------

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......................   $65        $107        $149         $215
Growth-Income Series...............    65         107         150          216
Money Market Series................    63         100         136          188
Worldwide Equity Series............    70         121         173          264
High Grade Income Series...........    65         107         149          215
Emerging Growth Series.............    65         107         150          216
Global Aggressive Bond Series......    65         107         150          216
Specialized Asset Allocation Series    70         122         175          268
Managed Asset Allocation Series....    71         125         181          279
Equity Income Series...............    68         116         165          248
High Yield Series..................    60          91         120          155
Social Awareness Series............    65         107         150          216
Value Series.......................    62          98         132          180
Small Cap Series...................    62          99         134          185

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......................   $19         $58        $ 99         $215
Growth-Income Series...............    19          58         100          216
Money Market Series................    16          50          86          188
Worldwide Equity Series............    23          72         123          264
High Grade Income Series...........    19          58          99          215
Emerging Growth Series.............    19          58         100          216
Global Aggressive Bond Series......    19          58         100          216
Specialized Asset Allocation Series    24          73         125          268
Managed Asset Allocation Series....    25          76         131          279
Equity Income Series...............    22          67         115          248
High Yield Series..................    13          41          70          155
Social Awareness Series............    19          58         100          216
Value Series.......................    15          48          82          180
Small Cap Series...................    16          49          84          185

     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. For a
more complete description of the various costs and expenses of the Fund, see the
prospectus for SBL Fund.

- --------------------------------------------------------------------------------
                                       7
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS

     The full financial  statements of SBL and the Variflex  Separate Account as
well  as the  auditor's  reports  thereon  are in the  Statement  of  Additional
Information. Condensed Financial Information for the Educator Series of Variflex
is not yet available as the Series did not begin operations until November ____,
1997.

                         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 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 fourteen  Series--Growth  Series,  Growth-Income  Series,
Money Market Series, Worldwide Equity Series, High Grade Income Series, Emerging
Growth Series,  Global  Aggressive  Bond Series,  Specialized  Asset  Allocation
Series,  Managed  Asset  Allocation  Series,  Equity Income  Series,  High Yield
Series,  Social Awareness Series,  Value Series,  and Small Cap Series.  Amounts
allocated  by  Contractowners  or  Participants  to each  of  these  Series  are
invested, respectively, in Series A, B, C, D, E, J, K, M, N, O, P, S, V and X 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 fourteen separate series: Series A,
Series B,  Series C, Series D, Series E, Series J, Series K, Series M, Series N,
Series O, Series P, Series S, Series V, and Series X  ("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  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
which  may  include  common  stocks,   preferred  stocks,  debt  securities  and
securities convertible into common stocks.

- --------------------------------------------------------------------------------
                                       8
<PAGE>

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

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

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

     SERIES  X--Amounts  allocated  to the SMALL  CAP  SERIES  of  Variflex  are
invested in Series X. The investment  objective of Series X is to seek long-term
growth of  capital  by  investing  primarily  in  domestic  and  foreign  equity
securities of small capitalization companies (defined as companies with a market
capitalization of less than $1 billion at the time of purchase).

     The Investment Manager has engaged Lexington Management  Corporation,  Park
80 West,  Plaza Two,  Saddle  Brook,  New Jersey  07663,  to provide  investment
advisory  services  to Series D and K of the Fund.  Lexington  has  engaged  MFR
Advisors,  Inc.,  One Liberty  Plaza,  46th Floor,  New York,  New York 10006 to
provide certain investment advisory services to Series K. The Investment Manager
has engaged T. Rowe Price  Associates,  Inc., 100 East Pratt Street,  Baltimore,
Maryland 21202 to provide  investment  advisory  services to Series N and O. The
Investment Manager has engaged Meridian Investment Management Corporation, 12835
East Arapahoe Road, Tower II, 7th Floor,  Englewood,  Colorado 80112, to provide
investment  advisory and analytic  research services to Series M. The Investment
Manager has engaged Strong Capital Management Corporation, 900 Heritage Reserve,
Menomonee, Wisconsin to provide investment advisory services to Series X.

     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

- --------------------------------------------------------------------------------
                                       9
<PAGE>

- --------------------------------------------------------------------------------
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").
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 and deferred  compensation  plans under Section 457
of the Code. See the section entitled "Federal Tax Matters," page 20 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
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  options and guaranteed  benefits
available in connection with Variflex  Contracts,  see "The General  Account" on
page 24.

     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.  In
addition,  SBL  reserves  the right upon  written  notice to the Owner,  to make
changes to Group  Allocated  Contracts that will apply only to  individuals  who
become Participants after the effective date of the change.

TYPE OF VARIFLEX CONTRACT

     The type of Contract is described below:

     GROUP ALLOCATED  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,  a  Participant's
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.

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.  The minimum  initial and subsequent  payments are $500 ($25
through  an  Automatic  Investment  Program).  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 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.)

     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  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

- --------------------------------------------------------------------------------
                                       10
<PAGE>

- --------------------------------------------------------------------------------
portions of the Purchase  Payment should be applied.  The amount  allocated to a
Series  may be a whole  dollar or whole  percentage  amount and in no event less
than $25 per payment may be 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 12.)

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.

     To elect the Dollar Cost Averaging  Option,  the  Contractowner's  Contract
Value must be at least $10,000,  and a Dollar Cost  Averaging  Request in proper
form must be  received  by SBL at its home  office.  The Dollar  Cost  Averaging
Request form will not be considered complete until the Contractowner's  Contract
Value is at least the required amount.

     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 Option,  provided that such transfers do not violate the restrictions on
transfers as described under "Traditional  General Account Option," page 25. The
Dollar Cost Averaging  Option is not available while Contract Value is allocated
to the DCA Plus Account.

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

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                                       11
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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 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, the Contract Value in the Contract
must be at least $10,000,  and 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.

     Contract Value  allocated to the General  Account Option may be included in
the Asset Reallocation Program, provided that transfers from the General Account
do not violate the  restrictions  on transfers as described  under  "Traditional
General Account Option," page 25. The Asset Reallocation Option is not available
while Contract Value is allocated to the DCA Plus Account.

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.  The minimum  transfer  amount is $100, or the amount  remaining in a
given Subaccount.  The minimum transfer amount does not apply to transfers under
the Dollar Cost Averaging or Asset Reallocation  Options. 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 14 in a Contract  Year.  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 18.

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  options,  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

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                                       12
<PAGE>

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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
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 (785) 431-3112 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.  The
withdrawal  charge  will be waived  on  withdrawals  to the  extent  that  total
withdrawals,  including  systematic  withdrawals,  that are free of  charge in a
Contract Year do not exceed the Free Withdrawal  amount defined as follows.  The
Free  Withdrawal  amount is equal in the first  Contract  Year, to 10 percent of
Purchase Payments made during the year and for any subsequent  Contract Year, to
10 percent of  Contract  Value as of the first day of that  Contract  Year.  The
withdrawal  charge applies to the amount of any withdrawal that exceeds the Free
Withdrawal amount to the extent the amount withdrawn is attributable to purchase
payments. All or any part of the Free Withdrawal amount for a Contract Year that
is not used in that Contract Year is forfeited.  The Free Withdrawal amount will
not reduce Purchase Payments for purposes of determining withdrawal charges.

     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 is based upon the number of years a
Purchase Payment has remained  credited under the Contract.  Withdrawal  charges
will not be assessed,  however,  on a Contract after it has been in force for 15
Contract Years or more.

     The applicable withdrawal charge for the Contracts is as follows:

                      Age of Purchase           Withdrawal
                      Payment in Years            Charge
                      ----------------          ----------
                             1                      5%
                             2                      5%
                             3                      5%
                             4                      5%
                             5                      5%
                        6 and after                 0%

     For purposes of determining the age of the Purchase  Payment,  the Purchase
Payment  is  considered  age 1 in the year  beginning  on the date the  Purchase
Payment is  received by SBL and  increases  in age each year  thereafter.  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 5
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, 7, or 8 or any similar
life  contingent  payment  option  that is  mutually  agreed  upon  between  the
Contractowner  and SBL; (3) upon  withdrawals  from  Contracts that have been in
force for 15 Contract Years or more; (4) upon submitting proof acceptable to SBL
of Owner's total and permanent  disability as defined under section  72(m)(7) of
the Internal  Revenue Code prior to age 65; (5) upon withdrawals made to satisfy
the minimum

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                                       13
<PAGE>

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distribution rules of the Internal Revenue Code and regulations thereunder;  (6)
upon  attaining  age 59 1/2,  provided that your Contract has been in force five
Contract Years or more; and (7) upon  separation  from service with the employer
that maintains the Plan, provided that the Participant had actively participated
in the Plan  for at  least  five  years  before  separating  from  service.  The
contingent  deferred  sales charge will be deducted,  to the extent  applicable,
from  withdrawals  and annuity  payments under Annuity Options 5 and 6 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 8 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.

OTHER CHARGES

     (A) 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.

     (B) 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 1.0  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.

     (C) 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 20.)

SEQUENTIAL DEDUCTION

     When a request for a partial or systematic withdrawal is received that does
not  specify  the Series  from which the  withdrawal  should be  allocated,  the
withdrawal  will be  deducted  from the  Contractowner's  Contract  Value in the
Variflex Series in the following order:  Money Market Series,  High Grade Income
Series, High Yield Series, Global Aggressive Bond Series,  Growth-Income Series,
Equity  Income  Series,  Managed  Asset  Allocation  Series,  Specialized  Asset
Allocation Series, Growth Series, Value Series,  Worldwide Equity Series, Social
Awareness  Series,  Emerging  Growth Series,  and Small Cap Series and then from
first the DCA Plus Account and then the Traditional  General Account.  The value
in each Variflex Series will be depleted before the next Series is charged. This
sequence is designed

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                                       14
<PAGE>

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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 actuarial  risk fee 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 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.  A  request  for a  partial  withdrawal  under a
Contract should specify the allocation of that withdrawal,  as applicable,  from
the  General  Account  options 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," 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  applicable  contingent
deferred  sales charge,  premium  taxes and  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 17 and
"Federal Tax Matters" on page 20.

     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.

     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  by sending a properly
completed Systematic Withdrawal Request form to SBL.

     A Contractowner  may request that  systematic  withdrawals be made monthly,
quarterly,  semiannually,  or  annually  (1) in a  fixed  amount;  (2) in  Level
Payments  calculated by SBL; (3) for a specified period;  (4) of all earnings in
the Contract; (5) of a specified percentage of Contract Value; or (6) calculated
according to age recalculation which is described under "Optional Annuity Forms"
on page 18.

     Each  systematic  withdrawal  must be at  least  $100.  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  Free  Withdrawal  amount,  any

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                                       15
<PAGE>

- --------------------------------------------------------------------------------
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  Traditional  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 option in the order
set forth under "Sequential  Deduction," on page 14. Systematic withdrawals from
the DCA Plus Account are not permitted.

     Systematic withdrawals may be 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 17 and "Federal Tax Matters" on page
20. 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 Participant  under a Variflex  Contract dies during the Accumulation
Period,  SBL will pay the death benefit proceeds to the beneficiary upon receipt
of due proof of the Participant'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 Participant dies during
the Accumulation  Period and the age of the Participant 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  death  benefit on any  Contract
anniversary  that is both an  exact  multiple  of five and  occurs  prior to the
Participant  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.

     If the Participant dies during the  Accumulation  Period and the age of the
Participant  was 76 or greater on the  Contract  Date,  or if proof of death and
instructions regarding payment are not received within six months of the date of
the  Participant's  death,  the amount of the death benefit will be the Contract
Value on the date due  proof of death and  instructions  regarding  payment  are
received by SBL at its home office.

     In lieu of  payment  in one lump sum,  the  Participant  may elect that the
death benefit be applied under any one of the optional  annuity forms  described
on page 18. If the  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
18.

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.

     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

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                                       16
<PAGE>

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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 5.00
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

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                                       17
<PAGE>

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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

     The Annuity  Commencement Date cannot be less than 37 months after the date
the first  contribution  is credited to the  contract.

     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.

     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 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 70 (or if age at purchase was over
60,  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 as described  under  "Transfer of
Contract  Value" on page 12 provided,  however,  that  transfers are not allowed
between the Series and the General  Account option if payments are made pursuant
to Annuity Options 1 through 4, 7 or 8.

     No  election  may be made for any  individual  unless such  election  would
produce  a  periodic  payment  of at  least  $100  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 $50.

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

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                                       18
<PAGE>

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

     OPTION 8 -- JOINT  AND  CONTINGENT  SURVIVOR  OPTION  --  Periodic  annuity
payments will be made during the life of the primary  Annuitant.  Upon the death
of the primary  Annuitant,  payments  will be made to the  contingent  Annuitant
during his or her life. If the contingent Annuitant is not living upon the death
of the Primary Annuitant,  no payments will be made to the contingent Annuitant.
It is possible under this Option for only one annuity payment to be made if both
Annuitants  died prior to the second annuity  payment due date, two if both died
prior to the third annuity payment due date, etc.

     In addition,  upon request,  SBL will make monthly  payments 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.  Such payments will be
made until the amount applied is exhausted.

     The contingent  deferred sales charge,  where applicable,  will be deducted
from  annuity  payments  under  Annuity  Options  5  and 6  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 7 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, Emerging Growth, Global Aggressive Bond, Equity
Income,  Specialized  Asset Allocation,  Managed Asset  Allocation,  High Yield,
Social  Awareness,  Value and Small Cap  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.

     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.

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                                       19
<PAGE>

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                               FEDERAL TAX MATTERS

INTRODUCTION

     The  Contract   described  in  this  Prospectus  is  designed  for  use  by
individuals in retirement  plans which are 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 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 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 Series.

CHARGE FOR SBL TAXES

     A  charge  may be made  for any  federal  taxes  incurred  by SBL  that are
attributable  to the Separate  Account,  the Series 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 Series 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  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,

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                                       20
<PAGE>

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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 -- QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section 401, 403(b) 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 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

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                                       21
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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
23.

     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 21.

     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 23.

     3.  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

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                                       22
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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 21. 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.

     4.  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.

     5.  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 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.

     6.  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  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.

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                                       23
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     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.

                          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.  Redemptions  within the first  fifteen  years after
purchase  may be subject to a  contingent  deferred  sales  charge of 5 percent.
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 _____________,
1997, 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 fourteen Series of Variflex, Contractowners may allocate
all or a portion of their purchase  payments and transfer  Contract Value to the
General Account.  There are two General Account options.  (See the discussion of
the "Traditional  General Account Option" and "DCA Plus Account Option," below.)
Amounts  allocated to the General  Account  options become part of SBL's General
Account,  which supports SBL's  insurance and annuity  obligations.  The General
Account is subject to regulation  and  supervision  by the Kansas  Department of
Insurance as well as the insurance laws and  regulations of other  jurisdictions
in which the  Contract is  distributed.  In reliance  on certain  exemptive  and
exclusionary  provisions,  interests  in  the  General  Account  have  not  been
registered as

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                                       24
<PAGE>

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

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

INTEREST

     Amounts  allocated to the General  Account earn interest at a fixed rate or
rates that are paid by SBL.  The  Contract  Value in the General  Account  earns
interest  at an  interest  rate  that is  guaranteed  to be at least  an  annual
effective rate of 3.0 percent which will accrue daily ("Guaranteed  Rate"). Such
interest  will be paid  regardless  of the actual  investment  experience of the
General Account.  In addition,  SBL may in its discretion pay interest at a rate
("Current  Rate") that  exceeds the  Guaranteed  Rate.  SBL will  determine  the
Current Rate,  if any, from time to time,  and reserves the right to change such
rate at any time.

     Contract  Value that was allocated or  transferred  to the General  Account
during one month may be credited  with a  different  Current  Rate than  amounts
allocated or transferred to the General Account in another month. SBL may credit
interest at a different Current Rate on the Traditional  General Account and DCA
Plus  Account  options.  Therefore,  at any given  time,  various  portions of a
Contractowner's  Contract Value  allocated to the General Account may be earning
interest at different Current Rates,  depending upon the month during which such
portions were originally allocated or transferred to the General Account and the
General  Account  option.  SBL bears the investment  risk for the Contract Value
allocated to the General  Account and for paying interest at the Guaranteed Rate
on amounts allocated to the General Account.

     For purposes of  determining  the interest rates to be credited on Contract
Value in the General Account, withdrawals,  loans, or transfers from the General
Account  will be deemed to be taken from  purchase  payments or transfers in the
order  in  which  they  were  credited  to the  General  Account,  and  interest
attributable  to each such  purchase  payment or transfer  shall be deemed taken
before the amount of each purchase payment or transfer.

DEATH BENEFIT

     The death benefit under the Contract will be determined in the same fashion
for a Contract that has Contract Value in the General  Account as for a Contract
that has Contract  Value  allocated  to the Series.  See "Death  Benefit  During
Accumulation Period," on page 16.

CONTRACT CHARGES

     The contingent deferred sales charge and premium taxes will be the same for
Contractowners  who allocate purchase payments or transfer Contract Value to the
General Account as for those who allocate purchase  payments to the Series.  The
actuarial  risk fee will not be assessed  against the General  Account,  and any
amounts  that SBL pays for income  taxes  allocable  to the  Series  will not be
charged against the General Account.  In addition,  the investment advisory fees
and  operating  expenses  paid by the SBL  Fund  will  not be paid  directly  or
indirectly by  Contractowners  to the extent the Contract  Value is allocated to
the General Account;  however,  such  Contractowners will not participate in the
investment experience of the Series of SBL Fund.

TRADITIONAL GENERAL ACCOUNT OPTION

       Purchase  Payments may be allocated to this option and Contract Value may
be transferred  from the Variflex  Series to this option subject to the same $25
minimum allocation applicable to the Variflex Series. Transfers from this option
to the Series are limited as discussed below.

     During the  Accumulation  Period,  a  Contractowner  may transfer  from the
Traditional  General  Account  option to the Series in a Contract  Year not more
than the  greatest  of (1) $5,000,  (2) one-fifth of the amount  invested in the
option  at the time of the  first  transfer  in the  Contract  Year,  or (3) 120
percent of the amount  transferred  from the Traditional  General Account option
during the previous  Contract  Year. SBL reserves the right for a period of time
to allow  transfers  from the General  Account option 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
Traditional  General Account option is the greatest of: (1) above; (2) above; or
(3) 120  percent of the lesser of: (i) the dollar  amount  transferred  from the
Traditional  General  Account option in the previous  Contract Year; or (ii) the
maximum dollar amount that would have been allowed in the previous Contract year
under the transfer provisions above absent the Waiver Period.

     The  Contractowner  may also make full and partial  withdrawals to the same
extent as a Contractowner  who has allocated  Contract Value to the Series.  See
"Full and Partial Withdrawals," page 15.

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                                       25
<PAGE>

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DCA PLUS ACCOUNT OPTION

     This option is available  ONLY for amounts  allocated to a Contract  during
the first two Contract Years pursuant to a direct  transfer from another section
403(b) annuity.

     Purchase Payments  allocated to this option will be transferred  monthly to
one or more Series (not to include the Money Market  Series) of Variflex  over a
period of one year (the "Transfer Year"). The Transfer Year begins on the date a
direct transfer is first allocated to this option and the first monthly transfer
is made on the same date in the following month. A Contractowner  that allocates
a Purchase  Payment  to this  option  must  submit to SBL  written  instructions
specifying the Series to which such transfers  should be made.  (Such  transfers
may  not be  made  to the  Traditional  General  Account  option.)  The  monthly
transfers  from the DCA Plus  Account  to the  Variflex  Series  will be made in
amounts  determined  by dividing  the Contract  Value  allocated to the DCA Plus
Account by the number of months  remaining in the Transfer  Year.  If subsequent
direct  transfers are allocated to the DCA Plus Account  during a Transfer Year,
they will be transferred to the Variflex  Series  selected by the  Contractowner
over the  balance of the  Transfer  Year.  As a result,  any  subsequent  direct
transfers  may be  allocated  to the DCA Plus  Account  for less than a year.  A
Contractowner should consider whether allocating a subsequent direct transfer to
the DCA Plus Account is  appropriate in light of the amount of time remaining in
the Transfer Year.

     A  Contractowner  may not  transfer  Contract  Value from the Series or the
Traditional  General Account option to this option. Full and partial withdrawals
are allowed as discussed under "Full and Partial Withdrawals" on page 15.

PAYMENTS FROM THE GENERAL ACCOUNT

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

                       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.....    5
  Section 401.............................................................    5
  Section 403(b)..........................................................    6
  Section 457.............................................................    6
ASSIGNMENT................................................................    6
DISTRIBUTION OF THE CONTRACTS.............................................    6
SAFEKEEPING OF VARIFLEX ACCOUNT ASSETS....................................    7
STATE REGULATION..........................................................    7
RECORDS AND REPORTS.......................................................    7
LEGAL MATTERS.............................................................    7
EXPERTS...................................................................    7
OTHER INFORMATION.........................................................    7
FINANCIAL STATEMENTS......................................................    8

- --------------------------------------------------------------------------------
                                       26
<PAGE>

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<PAGE>

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<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
                                 EDUCATOR SERIES




STATEMENT OF ADDITIONAL INFORMATION
________________, 1997
RELATING TO THE PROSPECTUS DATED, _______________ 1997,
AS IT MAY BE SUPPLEMENTED FROM TIME TO TIME
(785) 431-3112
(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
                                 EDUCATOR SERIES

                                  STATEMENT OF
                             ADDITIONAL INFORMATION
                                ___________, 1997

     This Statement of Additional Information expands upon subjects discussed in
the  current  Prospectus  for the  Variflex  Variable  Annuity  Educator  Series
Contracts (the "Contract")  offered by Security  Benefit Life Insurance  Company
("SBL"). You may obtain a copy of the Prospectus dated, ______________, 1997, by
calling (785) 431-3112,  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.......  5
  Section 401...............................................................  5
  Section 403(b)............................................................  6
  Section 457...............................................................  6
Assignment..................................................................  6
Distribution of the Contracts...............................................  6
Safekeeping of Variflex Account Assets......................................  7
State Regulation............................................................  7
Records and Reports.........................................................  7
Legal Matters...............................................................  7
Experts.....................................................................  7
Other Information...........................................................  7
Financial Statements........................................................  8

<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 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. 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 date  the  first  annuity  payment  is made.  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.

     (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 of Series P was set at $1.00
on August 5, 1996.  The value of an annuity unit of Series V was set at $1.00 on
April 30,  1997.  The value of an  annuity  unit of Series X was set at $1.00 on
October  15,  1997.  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 Net  Investment  Factor  for 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

                                       1
<PAGE>

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


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


                                          Dividends or Other
                 Value of a Series    +     Distributions
   Net          Share* at End of Day     During Day Per Share
Investment  =  -----------------------------------------------  -  0.00003307502
  Factor                 Value of a Series Share* at
                           End of the Previous Day


      Dollar Amount of                                    Annuity Unit Value
    Second and Subsequent  =  Number of Annuity Units  x   for Day on Which
      Annuity Payments                                      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  annuity  commencement  date 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 day
preceding the date of the second annuity  payment,  that it was $5.17 at the end
of 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  $1.0639727127 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 and actuarial risk fee 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  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,

                                       2
<PAGE>

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.  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 a  Participant's  individual  account
under a Group  Allocated  Contract  during the  accumulation  period if Contract
Value is less than $2,000.  Termination of a Variflex  Contract may have adverse
tax consequences.  (See the Prospectus at "Full and Partial  Withdrawals,"  page
15,   "Constraints  on   Distributions   from  Certain  Section  403(b)  Annuity
Contracts," page 17, and "Federal Tax Matters," page 20.)

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 account, each participant receives a
certificate  which  summarizes  the  provisions of the master group contract and
evidences participation in the Plan established by the organization.

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) - 1

     For the seven-day  period ended  December 31, 1996,  the yield of the Money
Market Series was 3.93% and the effective yield of the Series was 4.00%.

     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  ("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

                                       3
<PAGE>

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

     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,  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.

     For the 1-, 5- and 10-year  periods ended December 31, 1996,  respectively,
the average  annual  total  return was 16.98%,  14.17% and 13.82% for the Growth
Series;  12.48%,  9.94% and 12.60% for the  Growth-Income  Series  (formerly the
"Income-Growth Series"); 11.76%, 9.66% and 1.95% for the Worldwide Equity Series
(formerly the High Yield Series); and -6.15%, 3.96% and 6.25% for the High Grade
Income  Series.  For the 1-year  period  ended  December 31, 1996 and the period
between  October 1, 1992  (Series  date of  inception)  and  December  31, 1996,
respectively,  the  average  annual  total  return was 12.38% and 14.18% for the
Emerging  Growth Series.  For the 1-year period ended December 31, 1996, and the
period  between June 1, 1995 (Series date of  inception)  and December 31, 1996,
the average annual total return was 8.04% and 9.79% for Global  Aggressive  Bond
Series; 8.56% and 9.81% for Specialized Asset Allocation Series; 7.13% and 9.03%
for Managed Asset  Allocation  Series;  and 14.35% and 20.27% for  Equity-Income
Series.  For the 1- and 5-year  periods  ended  December 31, 1996 and the period
between  May  1,  1991  (Series  date  of  inception)  and  December  31,  1996,
respectively,  the average annual total return was 13.07%, 12.00% and 11.64% for
the Social Awareness Series.  For the period between August 5, 1996 (Series date
of inception)  and December 31, 1996,  the average annual total return was 4.20%
for High Yield  Series.  Performance  information  is not yet  available for the
Value Series or Small Cap Series as they did not begin operations until May 1997
and October 1997, respectively.

     Absent  deduction of the  contingent  deferred  sales  charge,  the average
annual total  return for the stated  periods  above would be 21.48%,  14.64% and
13.82% for the Growth Series;  16.98%,  10.51% and 12.60% for the  Growth-Income
Series;  16.26%, 10.24% and 1.95% for the Worldwide Equity Series; -1.73%, 4.69%
and 6.25% for the High Grade Income Series. For the 1-year period ended December
31, 1996, and the period between October 1, 1992 (Series date of inception), and
December 31, 1996, respectively, the average annual total return would be 16.88%
and 14.81% for the Emerging Growth Series.  For the 1-year period ended December
31, 1996, and the period  between June 1, 1995 (Series date of  inception),  and
December  31, 1996,  the average  annual total return would be 12.54% and 12.41%
for the Global  Aggressive  Bond Series;  13.06% and 12.41% for the  Specialized
Asset  Allocation  Series;  11.63% and 11.64% for the Managed  Asset  Allocation
Series;  and 18.85% and 22.67% for Equity-Income  Series.  For the 1- and 5-year
periods ended December 31, 1996, and the period between May 1, 1991 (Series date
of  inception),  and December 31, 1996,  respectively,  the average annual total
return would be 17.57%,  12.52% and 11.64% for the Social Awareness Series.  For
the period  between  August 5, 1996 (Series date of inception)  and December 31,
1996, the average  annual total return on an annualized  basis is 15.80% for the
High Yield Series.

     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
applicable  contingent deferred sales charge. The total return figures set forth
below would be lower if the contingent deferred sales charge were deducted.

                                       4
<PAGE>

     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          21.48%      35.17%      (2.69%)   12.67%    9.99%      34.72%     (10.68%)   33.47%    9.07%   5.23%    5.26%
Growth-Income Series   16.98%      28.48%      (3.88%)    8.54%    5.09%      36.40%       5.29%    27.09%   18.03%   2.64%   17.62%
Money Market Series     3.95%       4.12%       2.68%     1.57%    2.25%       4.59%       6.69%     8.00%    6.16%   5.34%    5.32%
Worldwide Equity
  Series               16.26%       9.58%       1.66%    30.33%   (3.55%)      3.29%(1)    ---       ---      ---     ---      ---
High Grade Income
  Series               (1.73%)     17.11%      (7.84%)   11.43%    6.42%      15.75%       5.68%    10.79%    6.04%   1.45%    8.58%
Emerging Growth
  Series               16.88%      18.04%      (6.05%)   12.58%   24.38%(2)    ---         ---       ---      ---     ---      ---
Global Aggressive
  Bond Series          12.54%       6.90%(3)     ---      ---      ---         ---         ---       ---      ---     ---      ---
Specialized Asset
  Allocation Series    13.06%       6.40%(3)     ---      ---      ---         ---         ---       ---      ---     ---      ---
Managed Asset
  Allocation Series    11.63%       6.60%(3)     ---      ---      ---         ---         ---       ---      ---     ---      ---
Equity Income Series   18.85%      16.20%(3)     ---      ---      ---         ---         ---       ---      ---     ---      ---
High Yield Series       6.09%(4)    ---          ---      ---      ---         ---         ---       ---      ---     ---      ---
Social Awareness
  Series               17.57%      26.31%      (4.78%)   10.81%   15.12%       4.86%(1)    ---       ---      ---     ---      ---
- ------------------------------------------------------------------------------------------------------------------------------------
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.
4.  From August 5, 1996 to December 31, 1996.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     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.

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

                                       5
<PAGE>

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 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.

                                       6
<PAGE>

     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.

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  statement of Security  Benefit Life Insurance
Company at  December  31,  1996 and 1995,  and for each of the three years ended
December  31,  1996 and for the  Variflex  Separate  Account for the years ended
December  31,  1996  and  1995,   appearing  in  this  Statement  of  Additional
Information have been audited by Ernst & Young, LLP,  independent  auditors,  as
set forth in their reports thereon appearing on page 9 herein,  and are included
in reliance upon such report 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.

                                       7
<PAGE>

FINANCIAL STATEMENTS

     Security  Benefit Life Insurance  Company's  audited  consolidated  balance
sheets 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  ended
December 31, 1996, and the financial  statements of the Separate Account for the
years in the period  ended  December  31, 1996 and 1995,  are set forth  herein,
starting on page 9.

     The  consolidated  financial  statements of Security Benefit Life Insurance
Company, 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.

     The following  disclosure  should be read in conjunction with the financial
statements  of Security  Benefit Life  Insurance  Company.  On September 4, 1997
Security  Benefit  Life  Insurance  Company  entered  into  a  100%  coinsurance
agreement with a third party relating to all of Security  Benefit Life Insurance
Company's traditional and interest sensitive life insurance business.  This life
insurance  business  comprised  approximately  5%  of  total  assets  and  total
liabilities of the Company as of December 31, 1996.

                                       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>

                                     PART C

                                OTHER INFORMATION

ITEM 24.   FINANCIAL STATEMENTS AND EXHIBITS
- -------    ---------------------------------

           a.  Financial Statements

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

           b.  Exhibits

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

               (2)  Not Applicable

               (3)  (a) Service Facilities Agreement

                    (b) Variable Annuity Sales Agreement

               (4)  (a) Group Allocated Contract

                    (b) Group Certificate

                    (c) Loan Provision Certificate (Form GV6821 L-4 1/97)

                    (d) Tax-Sheltered Annuity Endorsement (Form 6832A 9/96)

               (5)  Form of Application (Form V7566 9/97)

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

                    (b) Bylaws of SBL

               (7)  Not Applicable

               (8)  Not Applicable

               (9)  Opinion of Counsel

              (10)  Consent of Independent Auditors

              (11)  Not Applicable

              (12)  Not Applicable

              (13)  Schedules of Computation of Performance

              (14)  Powers of Attorney of Howard R. Fricke, Thomas R. Clevenger,
                    Sister  Loretto  Marie  Colwell,  John C. Dicus,  William W.
                    Hanna,  Laird G.  Noller,  Robert C.  Wheeler,  and Frank C.
                    Sabatini

              (15)  Financial Data Schedules

(a)  Incorporated  herein by  reference  to the  exhibits  filed  with  Variflex
     Separate Account's Post-Effective Amendment No. 13 under the Securities Act
     of 1933 and  Amendment No. 12 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (April 28, 1995).

<PAGE>


ITEM 25.   DIRECTORS AND OFFICERS OF THE DEPOSITOR
- --------   ---------------------------------------

Name and Principal
 Business Address                     Positions and Offices with Depositor
- ------------------                    ------------------------------------

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

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

Sister Loretto Marie Colwell          Director
1700 SW 7th Street
Topeka, Kansas 66606

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

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

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

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

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

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

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


<PAGE>


Name and Principal
 Business Address                     Positions and Offices with Depositor
- ------------------                    ------------------------------------

Kris A. Robbins*                      Executive Vice President

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

Jeffrey P. Pantages*                  Senior Vice President and Chief Investment
                                      Officer

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

T. Gerald Lee*                        Senior Vice President-Administration

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

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

Richard K Ryan*                       Senior Vice President

James R. Schmank*                     Vice President

Kathleen R. Blum*                     Vice President-Administration

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

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

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

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


<PAGE>


           The  following  chart  indicates  the persons  controlled by or under
           common control with Variflex Separate Account or SBL:

                                                                   Percent of
                                              Jurisdiction of  Voting Securities
             Name                              Incorporation      Owned by SBL
             ----                             ---------------  -----------------
Security Benefit Life Insurance Company           Kansas              ---
(Mutual Life Insurance Company)

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

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

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

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

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

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

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

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

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

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

Security Equity Fund                  15.9%       Security Income Fund -    7.6%
                                                    Corporate Bond Series

Security Growth and Income Fund       40.1%       SBL Fund                  100%


<PAGE>


ITEM 27.   NUMBER OF CONTRACTOWNERS
- --------   ------------------------

           As of September  15, 1997,  there were 0 owners of Variflex  Educator
           Series Qualified Contracts.

ITEM 28.   INDEMNIFICATION
- --------   ---------------

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

           The Articles of Incorporation include the following provision:

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

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

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

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

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

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

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


<PAGE>


ITEM 29.   PRINCIPAL UNDERWRITER
- --------   ---------------------

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

           (b)

                Name and Principal                 Position and Offices
                Business Address*                    with Underwriter
                ------------------                 ------------------
                Richard K Ryan                     President and Director

                John D. Cleland                    Vice President and Director

                James R. Schmank                   Vice President and Director

                Mark E. Young                      Vice President

                Amy J. Lee                         Secretary

                Brenda M. Harwood                  Treasurer

                Daniel J. McNichol                 Vice President

                Jennifer A. Zaat                   Regional Vice President

                Kent N. Spillman                   Regional Vice President

                Carla D. Griffin                   Regional Vice President

                Anthony Hammock                    Regional Vice President

                William G. Mancuso                 Regional Vice President

                Clark A. Anderson                  Regional Vice President

                Paul A. Richardson                 Regional Vice President

                Marek E. Lakotko                   Regional Vice President

                Susan L. Tully                     Regional Vice President

                Eric M. Aanes                      Regional Vice President

                700 Harrison, Topeka, Kansas 66636-0001

           (c)  Not applicable.


<PAGE>


ITEM 30.   LOCATION OF ACCOUNTS AND RECORDS
- --------   --------------------------------

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

ITEM 31.   MANAGEMENT SERVICES
- --------   -------------------

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

ITEM 32.   UNDERTAKINGS
- --------   ------------

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

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

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

           (d)  Depositor  represents  that the fees and charges  deducted under
                the Contract,  in the  aggregate,  are reasonable in relation to
                the services rendered, the expenses expected to be incurred, and
                the rights assumed by the Depositor.

           (e)  Registrant  represents  that it is  relying  upon the  no-action
                letter  issued  to  the  American  Council  of  Life  Insurance,
                publicly available November 28, 1988 and further represents that
                it has complied with provisions 1-4 set forth in that letter.


<PAGE>


                                   SIGNATURES

As required by the  Investment  Company Act of 1940,  the  Registrant has caused
this  Registration  Statement  to be signed on its behalf in the City of Topeka,
and State of Kansas on this 15th day of September, 1997.

SIGNATURES AND TITLES
- ---------------------

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

                                      By: ROGER K. VIOLA
                                          --------------------------------------
Thomas R. Clevenger                       Roger K. Viola, Senior Vice President,
Director                                  General Counsel and Secretary as
                                          Attorney-In-Fact for the Officers and
                                          Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell
Director
                                      VARIFLEX SEPARATE ACCOUNT (Variflex
                                      Educator Series) (The Registrant)
Steven J. Douglass
Director                              By: SECURITY BENEFIT LIFE INSURANCE
                                          COMPANY
                                          (The Depositor)
William W. Hanna
Director

John C. Dicus
Director

Laird G. Noller                       By: HOWARD R. FRICKE
Director                                  --------------------------------------
                                          Howard R. Fricke, Chairman of the
                                          Board, President and Chief Executive
                                          Officer
Frank C. Sabatini
Director                              By: DONALD J. SCHEPKER
                                          --------------------------------------
                                          Donald J. Schepker, Senior Vice
Robert C. Wheeler                         President, Chief Financial Officer and
Director                                  Treasurer

                                      (ATTEST): ROGER K. VIOLA
                                                --------------------------------
                                                Roger K. Viola, Senior Vice
                                                President, General Counsel
                                                and Secretary


                                      Date: September 15, 1997


<PAGE>


                                  EXHIBIT INDEX

  (1)  Resolution

  (2)  None

  (3)  (a)  Service Facilities Agreement

       (b)  Variable Annuity Sales Agreement

  (4)  (a)  Group Allocated Contract

       (b)  Group Certificate

       (c)  Loan Provision Certificate

       (d)  Tax-Sheltered Annuity Endorsement

  (5)  Form of Application

  (6)  (a)  Articles of Incorporation

       (b)  Bylaws

  (7)  None

  (8)  None

  (9)  Opinion of Counsel

(10)   Consent of Independent Auditors

(11)   None

(12)   None

(13)   Schedules of Computation of Performance

(14)   Powers of Attorney

(15)   Financial Data Schedules



<PAGE>

                         SERVICE FACILITIES AGREEMENT

THIS  AGREEMENT,  made and  entered  into  this 1st day of April,  1987,  by and
between  Security  Distributors,  Inc.,  and  Security  Benefit  Life  Insurance
Company, both Kansas corporations.

WITNESSETH:

WHEREAS,  Security Distributors,  Inc. is a wholly-owned  subsidiary of Security
Management  Company,  which is a  wholly-owned  subsidiary  of Security  Benefit
Group, Inc., which in turn is a wholly-owned subsidiary of Security Benefit Life
Insurance Company; and

WHEREAS,  one of the  purposes of Security  Distributors,  Inc.,  is to act as a
broker/dealer  and principal  underwriter  pursuant to the  requirements  of the
Securities  Act of  1934  for the  offering  and  selling  of  Variable  Annuity
Contracts and Variable Life Insurance  Policies to be issued by Security Benefit
Life Insurance  Company for  investment in the various SBL Variable  Annuity and
Variable Life Separate Accounts; and

WHEREAS,  because Security Benefit Life Insurance Company has facilities for the
handling  of the  recordkeeping  and  other  related  administrative  duties  of
Security Distributors, Inc. pertaining to the sale of Variable Annuity Contracts
and Variable Life Insurance Policies;

NOW, THEREFORE,  IT IS MUTUALLY AGREED between Security  Distributors,  Inc. and
Security Benefit Life Insurance Company, both Kansas corporations,  that for and
in  consideration  of the  principal  underwriting  and  broker/dealer  services
rendered and to be rendered by Security Distributors,  Inc. relating to Security
Benefit Life Insurance  Company's Variable Annuity and Variable Life operations,
Security  Benefit  Life  Insurance  Company  convenants  and agrees that it will
furnish  services and facilities to Security  Distributors,  Inc. as hereinafter
set forth:

1.   Administrative and clerical personnel as may be needed from time to time to
     properly carry out the functions and duties of Security Distributors,  Inc.
     relating to the Variable Annuity and Variable Life operations.

2.   Maintain all books and records of Security Distributors, Inc. in connection
     with persons offering and selling  Variable Annuity  Contracts and Variable
     Life Insurance  Policies  funded by various  separate  accounts of Security
     Benefit Life  Insurance  Company who are  licensed as  insurance  agents of
     Security   Benefit  Life   Insurance   Company  and  are  also   Registered
     Representatives of independent broker/dealers which have Selling Agreements
     with  Security  Distributors,  Inc. Such books and records to be maintained
     and  preserved  in  conformity  with the  requirements  of Rule 17(a)-3 and
     17(a)-4 of the Securities Act of 1934 to the extent that such  requirements
     are  applicable to Variable  Annuity  Contracts and Variable Life Insurance
     Policies.

3.   All such  books  and  records  are to be  maintained  and held by  Security
     Benefit  Life  Insurance  Company  on behalf  of and as agent for  Security
     Distributors,  Inc.  and such  books  and  records  shall  remain  the sole
     property of Security Distributors, Inc.

                                       1
<PAGE>

4.   Such books and records  shall at all times be subject to  inspection by the
     Securities and Exchange  Commission in accordance with Section 17(a) of the
     Securities Act of 1934 and the National  Association of Securities Dealers,
     Inc.

5.   It is further  understood  and agreed  that the making of any  payments  by
     Security Benefit Life Insurance  Company to registered  representatives  of
     independent  broker/dealers  which have Selling  Agreements  with  Security
     Distributors,  Inc. are  performed as purely as  administerial  service and
     that the records in respect thereof are properly reflected on the books and
     records maintained by or for Security Distributors, Inc.

6.   Since the crediting of a payment made by a participant (applicant of owner)
     of a Variable  Annuity Contract or by an owner of a Variable Life Insurance
     Policy on the books and records maintained by or for Security Distributors,
     Inc. constitutes the sale of a security, and, therefore, a "transaction" as
     that term is used in Rule  15(c) 1-4 under the  Securities  Act of 1934,  a
     confirmation  for each such  transaction will be sent to the participant at
     or before the completion of the transaction,  and such  confirmation  shall
     reflect the facts of the  transaction,  and the form thereof will show that
     it is being sent on behalf of Security Distributors, Inc. and acting in the
     capacity of agent for Security Benefit Life Insurance Company.

7.   Security Distributors, Inc. has and does assume full responsibility for the
     securities  activities  of all persons  associated  with it who are engaged
     directly  or  indirectly  in the  Variable  Annuity  and/or  Variable  Life
     operation of Security  Benefit  Life  Insurance  Company,  each such person
     being a "person  associate"  of Security  Distributors,  Inc. as defined in
     Section 3(a)-18 of the Securities Act of 1934, and, therefore, a person for
     whom Security Distributors, Inc. has full responsibility in connection with
     training, supervision and control as contemplated by Section 15(b)(5)(E) of
     the Securities Act of 1934, provided, however, Security Distributors,  Inc.
     shall  not be  responsible  for  persons  not  associated  with it that are
     registered  broker/dealers  or who are offering or selling Variable Annuity
     Contracts or Variable Life Policies and are affiliated and registered  with
     a broker/dealer for such purposes.

ANY CHANGES in this  Agreement  shall be mutually  agreed to by both parties and
shall be in writing.

THIS  AGREEMENT  shall be in effect  as of April 1,  1987,  and shall  remain in
effect until otherwise  terminated by either party upon thirty (30) days written
notice to the other party at that party's last known address as reflected on the
records of the terminating party.

                                       2
<PAGE>

IN WITNESS WHEREOF,  the parties by their duly authorized officers have executed
this Agreement on this 1st day of April, 1987.

SECURITY BENEFIT LIFE INSURANCE COMPANY

By:  ARCHIE R. DYKES
    ---------------------------------------------
     Archie R. Dykes, President

ATTEST:

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

SECURITY DISTRIBUTORS, INC.

By:  WINSLOW H. ADAMS
    ---------------------------------------------
     Winslow H. Adams, President

ATTEST:

BARBARA W. RANKIN
- -------------------------------------------------
Barbara W. Rankin, Secretary

                                       3


<PAGE>

[SBL Logo]
SECURITY BENEFIT LIFE
INSURANCE COMPANY
- --------------------------------------------------------------------------------
A MEMBER OF THE SECURITY                               700 SW HARRISON ST.
BENEFIT GROUP OF COMPANIES                             TOPEKA, KANSAS 66636-0001
                                                       (785) 431-3000


                                                           SBL VARIABLE PRODUCTS
                                                           BROKER/DEALER
                                                           SALES AGREEMENT


BROKER/DEALER:

EFFECTIVE DATE:

   1.  Security  Benefit Life  Insurance  Company,  of Topeka,  Kansas,  and its
       affiliated  company,  Security  Distributors,  Inc.,  hereinafter jointly
       called "SBL",  hereby  authorize the  above-designated  Broker/Dealer  to
       solicit and service (1) variable  annuities issued under Security Benefit
       Life  Insurance  Company's  several  Variable  Annuity  Accounts  and (2)
       variable  life  insurance  policies  issued under  Security  Benefit Life
       Insurance  Company's  variable  life  accounts,  each of  which  has been
       registered as securities  under the  Securities Act of 1933 with Security
       Distributors,  Inc. (a member of the National  Association  of Securities
       Dealers, Inc.) having been designated Principal Underwriter thereof. Said
       variable  annuity  contracts  and variable  life  insurance  policies are
       referred to herein as "Variable products."

   2.  Broker/Dealer  hereby accepts such  authorization  to solicit and service
       such SBL variable  products and confirms that it is properly  licensed to
       solicit and service  such  variable  products  for SBL and is a member in
       good standing of the National  Association of Securities  Dealers,  Inc.,
       hereinafter  called "NASD", and further agrees to notify SBL if it ceases
       to be a member of NASD.

   3.  Broker/Dealer  shall have the  authority to recruit,  train and supervise
       registered  representatives  for the sale of  variable  products  of SBL.
       Appointment  of any registered  representative  shall be subject to prior
       approval of SBL.  SBL reserves  the right to require  termination  of any
       registered   representative's   right  to  sell  SBL  variable  products.
       Broker/Dealer  shall be  responsible  for any  registered  representative
       appointed hereunder complying with the terms,  conditions and limitations
       as set forth in this Agreement. All registered  representatives recruited
       by Broker/Dealer  to sell SBL's variable  products shall be duly licensed
       as annuity  producers and/or insurance  producers  pursuant to applicable
       state laws and  regulations.  Broker/Dealer  shall be responsible for any
       registered representative becoming so licensed.

   4.  Commissions on stipulated  payments or premiums accepted by SBL on behalf
       of an  annuitant,  participant,  or  policyholder  of a variable  product
       covered by this  Agreement  will be in  accordance  with the  Schedule of
       Commissions made part of this Agreement, and are in full consideration of
       all   services   rendered  and   expenses   incurred   hereunder  by  the
       Broker/Dealer or its representatives.  First year commissions are payable
       when an individual  variable  annuity  contract,  group variable  annuity
       certificate or variable life insurance policy is issued and paid for upon
       an  application  submitted  through  Broker/Dealer  and  accepted  by the
       applicant thereof.  Broker/Dealer is not authorized to deduct commissions
       prior to forwarding any remittance  received to SBL. All checks or drafts
       received by the Broker/Dealer in regards to any variable product shall be
       made payable to Security Benefit Life Insurance Company. All compensation
       payable  hereunder shall be subject to a first lien and may be reduced or
       set off as to any  indebtedness  owed by the  Broker/Dealer  to SBL.  Any
       commissions  paid to a third  party at the  request of the  Broker/Dealer
       shall be deducted from the commissions payable hereunder.

   5.  Broker/Dealer agrees to be bound by the terms, conditions and limitations
       set forth in this  Agreement  and the rules and practices of SBL that are
       now and hereafter in force. Broker/Dealer agrees not to solicit or submit
       applications  for variable  products to SBL unless it and its  registered
       representatives  are properly  licensed,  and further agrees that it will
       conform to all applicable  state,  federal and local laws and regulations
       in conducting business under this Agreement. Both parties hereby agree to
       abide by the  applicable  Rules of Fair  Practice of the NASD which Rules
       are  incorporated  herein  as set  forth in  full.  The  signing  of this
       Agreement  and the purchase of variable  products  pursuant  thereto is a
       representation  of  SBL  that  Broker/Dealer  is  a  properly  registered
       Broker/Dealer under the Securities and Exchange Act of 1934.

   6.  Neither the Broker/Dealer nor its  representatives are authorized to make
       any representations  concerning the variable products, its sponsor (SBL),
       the principal underwriter (Security Distributors, Inc.) or the underlying
       mutual   funds  except  those   contained  in  the   applicable   current
       prospectuses   and  in  the  printed   information   furnished   by  SBL.
       Broker/Dealer  agrees not to use any other  advertising or sales material
       relating to the variable products unless specifically approved in writing
       by SBL.

<PAGE>

   7.  Broker/Dealer  is not authorized and has no authority (a) to make,  alter
       or discharge  any contract for or on behalf of SBL, (b) endorse any check
       or draft payable to SBL, (c) to accept any variable product consideration
       after the  initial  remittance,  (d) to waive or modify  any  prospectus,
       contract, policy or application provision,  condition or obligation,  and
       (e) to extend the time for payment of any variable product  consideration
       or accept payment of any past due variable product consideration.

   8.  This  Agreement   shall  not  create  or  be  construed  as  creating  an
       Employer-Employee or Master-Servant  relationship  between  Broker/Dealer
       and SBL.

   9.  Broker/Dealer agrees to keep accurate records on all business written and
       moneys received under this Agreement. Such records may be examined by SBL
       or its  representatives  at any reasonable time. All moneys and documents
       belonging to SBL in  possession of  Broker/Dealer  shall be held in trust
       and shall not be used or commingled  with funds or property  belonging to
       Broker/Dealer and shall be promptly remitted to SBL. Broker/Dealer agrees
       to be responsible  for any county or municipal  occupational or privilege
       fee,  tax or  license  which  may be  required  of  Broker/Dealer  or its
       representatives as a result of business submitted under this Agreement.

  10.  Neither this Agreement nor the  compensation  payable  hereunder shall be
       assigned or pledged  without the written consent of SBL. SBL reserves the
       right to reject any assignment or pledge.

  11.  No consent or change in this  agreement  shall be binding upon SBL unless
       in writing and signed by the president,  vice president,  secretary or an
       assistant  secretary  of SBL.  Any  failure of SBL to insist  upon strict
       compliance  with the provisions of this Agreement shall not constitute or
       be construed as a waiver thereof.

  12.  SBL shall  have the right to  decline  or modify  any  application  or to
       refund any variable product  consideration  or any portion  thereof,  and
       Broker/Dealer  shall  refund  immediately  upon  request any  commissions
       received in connection therewith.  All applications for variable products
       are  subject  to  acceptance  by  SBL  and  become  effective  only  upon
       confirmation by SBL.  Broker/Dealer agrees to return to SBL without delay
       any  commissions  received on a variable  product,  contract or policy if
       such  contract  or policy is tendered  for  redemption  within  seven (7)
       business days after acceptance of the application by SBL.

  13.  Variable  products,  contracts and policies will be offered to the public
       at the price as outlined in the  applicable  variable  product's  current
       prospectus.  All cash surrenders  require the written request and consent
       of the contract or policy owner and such  surrenders  will conform to the
       provisions set forth in the applicable contract or policy.

  14.  SBL  has  been  and  is  designated   Administrative  Agent  of  Security
       Distributors, Inc. to perform duties, including recordkeeping and payment
       of  commissions,  necessary  under this Agreement in connection  with the
       solicitation,  sales and servicing of variable annuity contracts sold and
       solicited hereunder.

  15.  SBL reserves the right to amend or terminate  this Agreement at any time.
       In the event Broker/Dealer  ceases to be a member in good standing of the
       NASD, this Agreement shall terminate  automatically without notice. After
       termination  Broker/Dealer upon request,  shall without delay pay in full
       any  indebtedness  owed to SBL and return all SBL  property to their home
       office. In the event  Broker/Dealer  ceases doing business in such manner
       that servicing  would be  impossible,  SBL reserves the right to reassign
       the  business  and  service   fees  to  another   Broker/Dealer.   Should
       Broker/Dealer fail to comply with any of the terms of this Agreement, SBL
       reserves the right to terminate this  Agreement and terminate  vesting as
       to all commissions payable thereunder.

  16.  This  Agreement is effective as of the Effective Date set forth above and
       replaces any previous  agreement between the parties relating to variable
       products of SBL except as to any commissions payable thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Effective Date set forth above.

SECURITY DISTRIBUTORS, INC.                 BROKER/DEALER

By ________________________________         ____________________________________
      Title:                                      (Signature of Principal)

                                            ____________________________________
                                                     (Name of Principal)
SECURITY BENEFIT LIFE INSURANCE COMPANY

By ________________________________         ____________________________________
      Title:                                 Title:

                                  |_| Individual |_| Corporation |_| Partnership

                                  Tax Identification No. _______________________


<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

          GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

      THE COMPANY'S PROMISE

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

      LEGAL CONTRACT

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

      RIGHT TO CANCEL

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

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

            ROGER K. VIOLA                       HOWARD R. FRICKE
              Secretary                              President

                      A BRIEF DESCRIPTION OF THIS CONTRACT

      This is a GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

        *   In return for  Purchase  Payments,  the Company will pay the annuity
            and other benefits as provided in this Contract.

        *   Individual allocations are maintained for Participants.

        *   This Contract is participating.

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

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

GV6322 (9-97)                                                                 BP
<PAGE>



TABLE OF CONTENTS

                                                        Page

CONTRACT SPECIFICATIONS.............................     3
DEFINITIONS.........................................     4-7
GENERAL PROVISIONS..................................     7-10
     The Contract...................................     7
     Certificates...................................     7
     Plan Provisions................................     7
     Change of Contract.............................     7
     Future Participants............................     8
     Misstatement of Age or Sex.....................     8
     Evidence of Survival...........................     8
     Incontestability...............................     8
     Assignment.....................................     8
     Transfers......................................     8, 9
     Claims of Creditors............................     9
     Nonforfeiture Values...........................     9
     Participation..................................     10
     Statements.....................................     10
BENEFICIARY PROVISIONS..............................     10
     Primary and Secondary Beneficiaries............     10
     Beneficiary Changes............................     10
PURCHASE PAYMENT PROVISIONS.........................     10-11
     Flexible Purchase Payments.....................     10
     Purchase Payment Limitations...................     11
     Purchase Payment Allocation....................     11
     Place of Payment...............................     11
CONTRACT VALUE AND EXPENSE PROVISIONS                    11-14
     Contract Value.................................     11
     General Account Contract Value.................     11, 12
     General Account Interest Crediting.............     12
     Traditional General Account....................     12
     DCA Plus Account...............................     12
     Separate Account Contract Value................     12
     Accumulation Unit Value........................     13
     Net Investment Factor..........................     13
     Determining Accumulation Units.................     13, 14
     Mortality and Expense Risk Charge..............     14
     Premium Tax Expense............................     14
     Administrative Charge..........................     14
     Mutual Fund Expenses...........................     14
WITHDRAWAL PROVISIONS...............................     14-17
     Withdrawals....................................     14, 15
     Withdrawal Value...............................     15
     Withdrawal Charges.............................     15, 16
     Free Withdrawals...............................     16
     Systematic Withdrawals.........................     16
     Free Systematic Withdrawals....................     17
     Date of Request................................     17
     Payment of Withdrawal Benefits.................     17
DEATH BENEFIT PROVISIONS............................     17-18
     Death Benefit..................................     17, 18
     Proof of Death.................................     18
ANNUITY PAYMENT PROVISIONS..........................     19-23
     Annuity Commencement Date......................     19
     Change of Annuity Commencement Date............     19
     Annuity Start Amount...........................     19
     Withdrawal Charges.............................     19
     Annuity Tables.................................     19, 20
     Annuity Payments...............................     20
     Change of Annuity Option.......................     20
     Fixed Annuity Payments.........................     20
     Variable Annuity Payments......................     20
     Annuity Units..................................     21
     Net Investment Factor..........................     21
     Alternate Annuity Option Rates.................     22
     Annuity Options................................     22
     Life Option....................................     22
     Life with Fixed Period Option..................     22
     Life with Installment or Unit Refund Option....     22
     Joint and Last Survivor Option.................     22
     Fixed Period Option............................     22
     Fixed Payment Option...........................     22
     Period Certain Option..........................     23
     Joint and Contingent Survivor Option...........     23
ANNUITY TABLES......................................     24, 25
AMENDMENTS OR ENDORSEMENTS, if any

                                       2

<PAGE>


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

                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS

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

OWNER: ABC Employer

CONTRACT NUMBER: Specimen

CONTRACT DATE: 6-30-1996

PLAN: Qualified

ASSIGNMENT: This Contract may not be assigned.

See Assignment Provision of this Contract.

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

INITIAL PURCHASE PAYMENT....................  $500 ($25 pursuant to an Automatic
                                              Investment Program)

MINIMUM SUBSEQUENT PURCHASE PAYMENTS........  $500 ($25 pursuant to an Automatic
                                              Investment Program)

MINIMUM SYSTEMATIC WITHDRAWAL...............  $100

MAXIMUM PARTICIPANT AGE.....................   80

MORTALITY AND EXPENSE RISK CHARGE...........  1.00% Annually

ANNUAL ADMINISTRATIVE FEE...................  None

WITHDRAWAL CHARGES

    Purchase Payment Year..................... 1   2   3   4   5   6   +
    Withdrawal Charge......................... 5%  5%  5%  5%  5%  0%

FREE WITHDRAWAL PERCENTAGE.......................  10%

MINIMUM GUARANTEED RATE..........................  3%

SEPARATE ACCOUNT.................................  Variflex

SEPARATE ACCOUNT SERIES:

   1  Money Market Series
   2  High Grade Income Series
   3  High Yield Series
   4  Global Aggressive Bond Series
   5  Growth-income Series
   6  Equity Income Series
   7  Managed Asset Allocation Series
   8  Specialized Asset Allocation Series
   9  Growth Series
  10  Value Series
  11  Worldwide Equity Series
  12  Social Awareness Series
  13  Emerging Growth Series
  14  Small Cap Series

METHOD FOR DEDUCTIONS:

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

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

                                       3
GV6322A (9-97)
<PAGE>


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

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

ACCOUNT

   An Account is one of the Series or General Account options.

ACCUMULATION UNIT

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

ANNUITY OPTION

   An  Annuity  Option is a set of  provisions  that  form the basis for  making
   Annuity Payments. The Annuity Option is set prior to the Annuity Commencement
   Date. Please see "Annuity Options" on page 22.

ANNUITY COMMENCEMENT DATE

   The  Annuity  Commencement  Date is the date on which  Annuity  Payments  are
   scheduled to begin.  This date may be changed by the Participant.  Please see
   "Annuity Commencement Date" on page 19.

ANNUITY UNIT

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

AUTOMATIC TRANSFERS

   Automatic  Transfers are Transfers  among the Series and the General  Account
   options.  Such  transfers are made  automatically  on a periodic basis by the
   Company at the written request of the  Participant.  The Company reserves the
   right to discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT  ANNIVERSARY

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

CONTRACT DATE

   The Contract Date is the date the  Participant's  initial Purchase Payment is
   applied  and the date the Company  uses to  determine  the date the  Contract
   becomes   incontestable   with  respect  to  that  Participant.   Please  see
   "Incontestability" on page 8.

CONTRACT YEAR

   Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

DESIGNATED BENEFICIARY

   Upon the death of the  Participant,  the Designated  Beneficiary  will be the
   first person on the following list who is alive on the date of death:

   1. Primary Beneficiary;

   2. Secondary  Beneficiary;  and

   3. the Participant's estate if no one listed above is alive.

                                       4
GV6322B (9-97)
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

DESIGNATED BENEFICIARY (CONTINUED)

   The  Designated  Beneficiary  receives a death  benefit upon the death of the
   Participant prior to the Annuity  Commencement  Date. Please see "Beneficiary
   Provisions" on page 10 and "Death Benefit Provisions" on pages 17 and 18.

GENERAL ACCOUNT

   The General Account is all of the Company's assets other than those allocated
   to the Separate Account or to any other separate account of the Company.  The
   Company  manages  the  General  Account  and  guarantees  that it will credit
   interest on General  Account  Contract Value at an annual rate at least equal
   to the Minimum Guaranteed Rate. This Rate is shown on page 3.

GENERAL ACCOUNT OPTIONS

   There are two General Account options  available under the Contract:  (1) the
   Traditional General Account; and (2) the DCA Plus Account.

HOME OFFICE

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

NONNATURAL PERSON

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

OWNER

   The employer or other entity that makes application for the Contract.

PLAN

   The  employer-sponsored  retirement plan,  annuity purchase  arrangement,  or
   deferred compensation program for which the Contract is issued.

PARTICIPANT

   A person for whom or with  respect to whom  Purchase  Payments are made under
   the Contract.

PARTICIPANT ACCOUNT

   An individual  account which is  established  for a Participant to record the
   Contract Value for the Participant.

PREMIUM TAX

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

PURCHASE PAYMENT

   A Purchase  Payment is money  Received  by the Company  for  allocation  to a
   Participant Account.

PURCHASE PAYMENT YEAR

   The first  Purchase  Payment Year begins on the date the Purchase  Payment is
   applied and increases by one on each successive Purchase Payment Anniversary.

RECEIVED BY THE COMPANY

   The phrase  "Received  by the Company"  means  receipt by the Company in good
   order at its Home Office, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

                                       5

<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

SEPARATE ACCOUNT

   The Separate Account,  shown on page 3 is a separate account  established and
   maintained  by  the  Company  under  Kansas  law.  The  Separate  Account  is
   registered with the Securities and Exchange  Commission  under the Investment
   Company Act of 1940 as a Unit  Investment  Trust.  It was  established by the
   Company to support variable annuity contracts. The Company owns the assets of
   the Separate  Account and maintains them apart from the assets of its general
   account and its other  separate  accounts.  The assets  held in the  Separate
   Account equal to the reserves and other Contract  liabilities with respect to
   the  Separate  Account may not be charged with  liabilities  arising from any
   other business the Company may conduct.

   Income  and  realized  and  unrealized  gains and losses  from  assets in the
   Separate  Account are credited to, or charged  against,  the Separate Account
   without  regard to the  income,  gains or losses from the  Company's  general
   account or its other separate accounts.  The Separate Account is divided into
   Series shown on page 3. Income and realized and  unrealized  gains and losses
   from assets in each Series are  credited to, or charged  against,  the Series
   without  regard to income,  gains or losses in the other Series.  The Company
   has the right to transfer to its general  account any assets of the  Separate
   Account  that are in excess of the reserves  and other  Contract  liabilities
   with respect to the Separate Account. The value of the assets in the Separate
   Account on each  Valuation Date is determined as of the end of each Valuation
   Date.

SERIES

   The Separate  Account is divided into Series which invest in shares of mutual
   funds.  Each Series may invest its assets in a separate  class or series of a
   designated  mutual fund or funds.  The Series are shown on page 3. Subject to
   the regulatory requirements then in force, the Company reserves the right to:

     1. change or add designated mutual funds or other investment  vehicles;

     2. add, remove or combine Series;

     3. add,  delete  or make  substitutions  for  securities  that  are held or
        purchased by the Separate Account or any Series;

     4. operate the Separate  Account as a  management  investment  company;

     5. combine the assets of the Separate Account with other Separate  Accounts
        of the Company or an affiliate thereof;

     6. restrict or eliminate any voting rights of the Owner with respect to the
        Separate  Account  or other  persons  who have  voting  rights as to the
        Separate Account; and

     7. terminate and liquidate any Series.

   If any of these changes result in a material  change to the Separate  Account
   or a Series,  the Company  will  notify the Owner of the change.  The Company
   will not change the investment  policy of any Series in any material  respect
   without  complying  with the filing  and other  procedures  of the  insurance
   regulators of the state of issue.

                                       6
GV6322C (9-97)
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

SERIES NET ASSET VALUE

   The Series Net Asset Value is equal to: (1) the net asset value of all shares
   of the underlying mutual fund held by the Series;  plus (2) any cash or other
   assets; less (3) all liabilities of the Series.

VALUATION DATE

   A Valuation  Date is each day the New York Stock  Exchange and the  Company's
   Home Office are open for business.

VALUATION PERIOD

   A Valuation  Period is the  interval of time from one  Valuation  Date to the
   next Valuation Date.

- --------------------------------------------------------------------------------
GENERAL PROVISIONS

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

THE CONTRACT

   The  entire  Contract  between  the Owner  and the  Company  consists  of the
   Contract,  the attached  Application,  and any  Amendments,  Endorsements  or
   Riders to the Contract.  All statements made in the Application  will, in the
   absence of fraud,  as ruled by a court of competent  jurisdiction,  be deemed
   representations and not warranties. The Company will use no statement made by
   or on behalf of the Owner or the  Participant to void this Contract unless it
   is in the written  Application.  Any change in the  Contract can be made only
   with the written consent of the President, a Vice President, or the Secretary
   of the Company.

   The Purchase Payment(s) and the Application must be acceptable to the Company
   under its rules and practices. If they are not, the Company's liability shall
   be limited to a return of the Purchase Payment(s).

CERTIFICATES

   The Company will issue  certificates to  Participants.  Each certificate will
   set forth  the  benefits  to which  the  Participant  is  entitled  under the
   Contract.  Certificates  are for  information  only  and are not  part of the
   Contract.

PLAN PROVISIONS

   The Contract is subject to the provisions of the Plan. To the extent provided
   by the Plan,  any rights that may be  exercised  by a  Participant  under the
   Contract may instead be exercised by the Owner or a Plan representative.

CHANGE OF CONTRACT

   The Company  reserves the right to make any change to the  provisions  of the
   Contract to comply with or give the Participant the benefit of any federal or
   state  statute,  rule or regulation.  This  includes,  but is not limited to,
   requirements  for annuity  contracts  under the Internal  Revenue Code or the
   laws of any state. The Company will provide the Owner with a copy of any such
   change  and will  also  file  such a change  with  the  insurance  regulatory
   officials of the state in which the Contract is delivered.  In addition, upon
   at least 30 days  written  notice to the Owner,  the  Company  may make other
   changes  to this  Contract  that will apply  only to  individuals  who become
   Participants  after the effective date of such change.  All such changes will
   be subject to any applicable regulatory requirements.

                                       7

<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

FUTURE PARTICIPANTS

   The Company may in its discretion  curtail or prohibit new Participants under
   the Contract upon written notice to the Owner.

MISSTATEMENT OF AGE AND SEX

   If the age or sex of the Participant  has been  misstated,  payments shall be
   adjusted,  when allowed by law, to the amount which would have been  provided
   for the correct age or sex. Proof of the age of  Participant  may be required
   at any time,  in a form  suitable to the  Company.  If payments  have already
   commenced and the misstatement  has caused an  underpayment,  the full amount
   due will be paid with the next scheduled  payment.  If the  misstatement  has
   caused an  overpayment,  the  amount  due will be  deducted  from one or more
   future payments.

EVIDENCE OF SURVIVAL

   When any  payments  under the  Contract  depend on the payee being alive on a
   given date,  proof that the payee is living may be  required by the  Company.
   Such proof must be in a form  accepted by the Company.  The Company will have
   the right to make reduced payments or withhold  payments  entirely until such
   proof is received.

INCONTESTABILITY

   The Contract  will not be contested  after it has been in force for two years
   from the Contract Date during the life of the Participant.

ASSIGNMENT

   The Contract cannot be sold, assigned,  discounted,  or pledged as collateral
   for a loan or as security for the performance of an obligation. The benefits,
   values,  and rights under the Contract are not subject to any creditor claims
   to the fullest extent permitted by law. The Contract and its rights cannot be
   transferred  to anyone other than the Company,  except as provided  under the
   Plan or  under a  domestic  relations  order  properly  issued  by a court of
   competent  jurisdiction  and that complies with ERISA, if applicable.  To the
   extent permitted by the Code and applicable law, the Company will make a Full
   or  Partial  Withdrawal  payable  to a third  party  upon  the  Participant's
   request.

TRANSFERS

   The Participant may Transfer Contract Value among the General Account options
   and Series subject to the following.

   The Participant  may make only 14 Transfers per Contract Year.  Transfers are
   not  allowed  within  30 days of the  Annuity  Commencement  Date.  Automatic
   Transfers  are not  included in the 14 Transfers  allowed per Contract  Year.
   After the Annuity  Commencement  Date, for Annuity Options 1 through 4, 7 and
   8, the Owner may Transfer Contract Value only among Series.

   With respect to the DCA Plus Account, Transfers are allowed from that Account
   only to the Series  (excluding the Money Market Series) and Transfers are not
   allowed from any Series or the  Traditional  General  Account to the DCA Plus
   Account.

GV6322D (9-97)                           8
<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

TRANSFERS (CONTINUED)

   The Company  reserves  the right to: (1) limit the amount that may be subject
   to Transfer; (2) waive or limit the number of Transfers allowed each Contract
   Year;  and (3) suspend  Transfers.  Transfers must be at least $100.00 or, if
   less, the remaining balance in the Account.

   The total dollar amount that may be Transferred from the Traditional  General
   Account in a Contract Year is limited to the greatest of:

     1. $5,000;

     2. 1/5 of Contract Value  allocated to the  Traditional  General Account on
        the date the Transfer request is Received by the Company; or

     3. 120% of the  dollar  amount  Transferred  from the  Traditional  General
        Account in the prior Contract Year.

   The Company  reserves the right for a period of time to allow  Transfers from
   the  Traditional  General Account in amounts that exceed the limits set forth
   above.  In any  Contract  Year  following a Contract  Year during  which such
   limits were waived,  the total dollar amount that may be  Transferred  is the
   greatest of 1 above; 2 above; or

     3. 120% of the lesser of:

        a. the dollar amount Transferred from the Traditional General Account in
           the prior Contract Year; or

        b. the maximum  total dollar  amount that would have been allowed in the
           prior  Contract Year under the Transfer  provisions  above absent the
           waiver.

   The  Company  will  effect a  Transfer  to or from a Series  on the  basis of
   Accumulation  Unit Value (or Annuity Unit Value)  determined as of the end of
   the  Valuation  Period in which the  Transfer is  effected.  The Company will
   effect a Transfer  from the General  Account on the basis of General  Account
   Contract Value as of the end of the Valuation Period in which the Transfer is
   effected.

   The Company  reserves the right to delay  Transfers from the General  Account
   for up to 6 months as required by most states. The Company will notify you if
   there will be a delay.

CLAIMS OF CREDITORS

   The Contract  Value and other benefits under the Contract are exempt from the
   claims of creditors of the Participant to the extent allowed by law.

NONFORFEITURE VALUES

   The Death Benefits, Withdrawal Values and Annuity Payout Values will at least
   equal the minimum required by law.

                                       9

<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

PARTICIPATION

   The Company pays  dividends on some of its  contracts.  However,  the Company
   does not expect  dividends to become payable on this Contract.  At the end of
   each Contract Year the Company will  determine the  Contract's  dividend,  if
   any. The  Participant  may choose to have it (1) added to the Contract Value;
   or (2) paid in cash.  If no choice  is made,  any  dividend  will be added to
   Contract Value.

STATEMENTS

   At least once each Contract Year, the  Participant  shall be sent a statement
   including the current  Contract Value and any other  information  required by
   law.  The  Participant  may send a written  request for a statement  at other
   intervals. The Company may charge a reasonable fee for such statements.

- --------------------------------------------------------------------------------
BENEFICIARY PROVISIONS

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

PRIMARY AND SECONDARY BENEFICIARIES

   The Primary  Beneficiary is named by the  Participant.  The  Participant  may
   change any  Beneficiary as described in  "Beneficiary  Changes" below. If the
   Primary Beneficiary dies prior to the Participant,  the Secondary Beneficiary
   becomes the Primary  Beneficiary.  Unless the Participant  directs otherwise,
   when there are two or more Primary  Beneficiaries,  they will  receive  equal
   shares.

BENEFICIARY CHANGES

   Subject to the terms of any existing  Assignment,  the Participant may name a
   new Primary  Beneficiary  or a new Secondary  Beneficiary.  Any new choice of
   Primary  Beneficiary or Secondary  Beneficiary  will revoke any prior choice.
   Any change  must be made in writing  and  recorded  at the Home  Office.  The
   change will become  effective  as of the date the written  request is signed,
   whether or not the  Participant is living at the time the change is recorded.
   A new choice of Primary  Beneficiary or Secondary  Beneficiary will not apply
   to any payment made or action  taken by the Company  prior to the time it was
   recorded.  The Company may require the Contract be returned so these  changes
   may be made.

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

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

FLEXIBLE PURCHASE PAYMENTS

   The Contract  becomes in force when the initial  Purchase Payment is applied.
   The Participant is not required to continue  Purchase  Payments in the amount
   or  frequency  originally  planned.  The  Participant  may:  (1)  increase or
   decrease the amount of Purchase Payments,  subject to any Contract limits; or
   (2) change the  frequency  of Purchase  Payments.  A change in  frequency  or
   amount  of  Purchase  Payments  does not  require a  written  request.  If no
   Purchase  Payment is received  during the  180-day  period  beginning  on the
   Contract Date, the Participant Account will automatically terminate.

                                       10
GV6322E (9-97)
<PAGE>


- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS (CONTINUED)

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

PURCHASE PAYMENT LIMITATIONS

   Purchase  Payments  exceeding  $1,000,000 will not be accepted  without prior
   approval by the Company.  The Minimum  Subsequent  Purchase Payment amount is
   shown on page 3.

PURCHASE PAYMENT ALLOCATION

   Purchase  Payments may be allocated among the General Account options and the
   Series.  The  allocations  may be a whole dollar amount or whole  percentage.
   However,  no less  than $25 per  Purchase  Payment  may be  allocated  to any
   Account.  The Participant may change the allocations by written notice to the
   Company, unless the Owner has retained that right under the Plan.

PLACE OF  PAYMENT

   All Purchase Payments under the Contract are to be paid to the Company at its
   Home Office. Purchase Payments after the initial Purchase Payment are applied
   as of the end of the  Valuation  Period during which they are Received by the
   Company.

- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS

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

CONTRACT VALUE

   On any Valuation Date, the Contract Value is the sum of the following amounts
   allocated to a Participant  Account: (1) the Separate Account Contract Value;
   and (2) the  General  Account  Contract  Value.  At any time  after the first
   Contract Year and before the Annuity  Commencement Date, the Company reserves
   the right to pay to the Participant the Contract Value as a lump sum if it is
   below $2,000.

GENERAL ACCOUNT CONTRACT VALUE

   On any Valuation  Date,  the General  Account  Contract Value is equal to the
   first Purchase Payment allocated under the Participant Account to the General
   Account options:

   PLUS:

   1.   any other Purchase Payments  allocated under the Participant  Account to
        the General Account options;

   2.   any Transfers  from the Separate  Account  Contract Value to the General
        Account options; and

   3.   any interest credited.

   LESS:

   1.   any  Withdrawals  and applicable  Withdrawal  Charges  deducted from the
        General Account options;

   2.   any Transfers from the General Account  options to the Separate  Account
        Contract Value;

   3.   any applicable  Premium Taxes deducted from the General Account options;

   4.   any Annual Administrative Fee deducted from the General Account options;

   5.   any General  Account  Contract  Value which is applied to any of Annuity
        Options 1 through 4, 7 and 8; and

                                       11

<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

GENERAL ACCOUNT CONTRACT VALUE (CONTINUED)

   6.   any Annuity  Payments  made from General  Account  Contract  Value under
        Annuity Options 5 and 6.

GENERAL ACCOUNT INTEREST CREDITING

   The Company shall credit  interest on General  Account  Contract  Value at an
   annual rate at least equal to the  Minimum  Guaranteed  Rate shown on page 3.
   Also, the Company may in its sole judgment credit Current  Interest at a rate
   in excess of the Minimum Guaranteed Rate.

   The Company may credit Current  Interest on Contract Value that was allocated
   or Transferred  to a General  Account option during one period at a different
   rate than amounts  allocated or  Transferred  to a General  Account option in
   another period. The Company may credit different rates of Current Interest on
   the DCA Plus Account and the Traditional General Account options.  Therefore,
   at any time,  portions  of  General  Account  Contract  Value may be  earning
   Current  Interest at different  rates based upon the period during which such
   portions were allocated or Transferred to the General Account and the General
   Account option selected.

TRADITIONAL  GENERAL ACCOUNT

   Purchase  Payments may be allocated to the  Traditional  General  Account and
   Contract  Value  may be  transferred  to this  Account.  Transfers  from  the
   Traditional   General  Account  are  limited.   Please  see  the  "Transfers"
   provisions on page 8.

DCA PLUS ACCOUNT

A Purchase  Payment may be allocated to the DCA Plus Account only if both of the
following  conditions are met. The Purchase  Payment is: (1) received during the
first two  Contract  Years;  and (2) made  pursuant  to a direct  transfer  from
another  Section 403(b) annuity  contract.  Contract Value  allocated to the DCA
Plus  Account will be  Transferred  monthly to one or more of the Series (not to
include the Money Market Series) as selected by the Participant  over a 12-month
period (the  "Transfer  Year").  The  Transfer  Year begins on the date a direct
transfer  is first  allocated  to the DCA Plus  Account,  and the first  monthly
Transfer is made on the same date in the  following  month.  A  Participant  who
allocates a Purchase  Payment to the DCA Plus Account must submit to the Company
written instructions specifying: (1) the Series (not to include the Money Market
Series) to which the monthly Transfers are to be made; and (2) the percentage to
be allocated to each such Series.  The amount of each monthly  Transfer shall be
determined  by dividing the amount of Contract  Value  allocated to the DCA Plus
Account on the date the Transfer is scheduled to be made by the number of months
remaining in the Transfer Year. If a subsequent  direct transfer is allocated to
the DCA Plus Account during a Transfer Year,  such amount will be transferred to
the Series over the balance of the Transfer  Year on the same basis as set forth
above.

SEPARATE ACCOUNT CONTRACT VALUE

   On any Valuation Date, the Separate  Account Contract Value is the sum of the
   then current value of the Accumulation Units allocated to each Series for the
   Participant Account.

                                       12
GV6322F (9-97)
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

ACCUMULATION UNIT VALUE

   The  initial  Accumulation  Unit Value for each  Series  was set at $10.  The
   Accumulation  Unit Value for any  subsequent  Valuation  Date is equal to (1)
   times (2) where:

   1.   is the Accumulation  Unit Value determined on the immediately  preceding
        Valuation Date; and

   2.   is the Net Investment Factor on the Valuation Date with respect to which
        the Accumulation Unit Value is being determined.

NET INVESTMENT  FACTOR

   The Net  Investment  Factor  for any  Series  as of the end of any  Valuation
   Period is  determined  by dividing  (1) by (2) and  subtracting  (3) from the
   result, where:

   1.   is equal to:

     a. the net  asset  value per share of the  mutual  fund held in the  Series
        found as of the end of the current Valuation Period; plus

     b. the per share amount of any dividend or capital gain  distributions paid
        by the Series'  underlying  mutual fund that is not  included in the net
        asset value per share; plus or minus

     c. a per share  charge or credit  for any  taxes  reserved  for,  which the
        Company  deems to have  resulted  from  the  operation  of the  Separate
        Account or the  Subaccounts;  operations  of the Company with respect to
        the Contract;  or the payment of premiums or acquisition costs under the
        Contract.

   2.   is the net asset value per share of the Series'  underlying  mutual fund
        as of the end of the prior Valuation Period.

   3.   is the daily factor  representing  the Mortality and Expense Risk Charge
        which is deducted from the Separate Account

   Underlying  mutual funds may declare  dividends on a daily basis and pay such
   dividends  once a month.  The Net  Investment  Factor  allows for the monthly
   reinvestment  of these daily  dividends.  As described  above,  the gains and
   losses from each Series are credited to or charged against the Series without
   regard to the gains or losses in the Company or other Series.

DETERMINING ACCUMULATION UNITS

   The number of Accumulation  Units allocated to a Series under the Participant
   Account is found by dividing:  (1) the amount allocated to the Series; by (2)
   the  Accumulation  Unit Value for the  Series as of the end of the  Valuation
   Period during which the amount is applied under the Participant  Account. The
   number of  Accumulation  Units  allocated to a Series  under the  Participant
   Account  will not change as a result of  investment  experience.  Events that
   change the number of Accumulation Units are:

                                       13

<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

DETERMINING ACCUMULATION UNITS (CONTINUED)                                   

   1.   Purchase Payments that are applied to the Series;

   2.   Contract Value that is Transferred into or out of the Series;

   3.   Withdrawals and any applicable Withdrawal Charges that are deducted from
        the Series;

   4.   Premium  Taxes  that  are  deducted  from  the  Series;  and

   5.   Annual Administrative Fees, if any, that are deducted from the Series.

MORTALITY AND EXPENSE RISK CHARGE

   The Company will deduct the  Mortality  and Expense Risk Charge shown on page
   3. This  charge  will be  computed  and  deducted  from  each  Series on each
   Valuation  Date.  This  charge is  factored  into the  Accumulation  Unit and
   Annuity Unit Values on each Valuation Date.

PREMIUM TAX EXPENSE

   The  Company  reserves  the right to deduct  Premium Tax when due or any time
   thereafter.  Any  applicable  Premium Taxes will be allocated as described on
   page 3.

ADMINISTRATIVE CHARGE

   The Company will deduct from Contract Value the Annual  Administrative Fee in
   the  amount  and  manner  shown on page 3. No  Annual  Administrative  Fee is
   deducted on or after the Annuity  Commencement Date if one of Annuity Options
   1 through 4 or 8 is chosen.

MUTUAL FUND EXPENSES

   Each Series invests in shares of a mutual fund. The net asset value per share
   of each underlying fund reflects the deduction of any investment advisory and
   administration  fees and other expenses of the fund.  These fees and expenses
   are not deducted from the assets of a Series,  but are paid by the underlying
   funds.  The  Participant  indirectly  bears a pro rata share of such fees and
   expenses.  An underlying  fund's fees and expenses are not specified or fixed
   under the terms of the Contract.

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS

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

WITHDRAWALS

   A full or partial  Withdrawal of Contract  Value is allowed at any time while
   the Participant is living.  This provision is subject to any federal or state
   Withdrawal restrictions.

   Upon the  Participant's  request for a full Withdrawal,  the Company will pay
   the  Withdrawal  Value  in a lump  sum,  and  the  Participant  Account  will
   terminate.

   All Withdrawals must meet the following conditions.

   1.   The request for Withdrawal must be Received by the Company in writing or
        under other methods allowed by the Company.

   2.   The Participant must apply: (a) while this Contract is in force; and (b)
        prior to the Annuity Commencement Date.

   3.   The  amount  Withdrawn  must  be at  least  $100,  except  upon  a  full
        Withdrawal.

                                       14
GV6322G (9-97)
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

WITHDRAWALS (CONTINUED)

   A partial  Withdrawal  request must state the  allocations  for deducting the
   Withdrawal  from each Account.  If no  allocation  is specified,  the partial
   Withdrawal  will be deducted from the Accounts in the order described on page
   3, "Method for Deductions."

WITHDRAWAL VALUE

   The  Withdrawal  Value at any time will be the Contract  Value less:  (1) any
   Premium Taxes due or paid by the Company; (2) any Annual  Administrative Fee;
   and (3) any Withdrawal Charges.

WITHDRAWAL CHARGES

   If part or all of the Contract Value is withdrawn,  Withdrawal Charges may be
   applied at the time of Withdrawal.  The  Withdrawal  Charge is applied to the
   lesser of: (1) the amount withdrawn;  or (2) the amount of Purchase Payments.
   The amount of the charge is based upon the number of Purchase  Payment  Years
   the  Purchase  Payment  has  remained  in the  Participant  Account.  See the
   Withdrawal  Charge  shown  on page 3.  For the  purpose  of  determining  the
   Withdrawal  Charges,  Purchase  Payments are withdrawn  before  earnings on a
   first in first out basis.  The  Withdrawal  Charge will not be assessed under
   the following conditions:

   1.   payments  under Annuity  Options 1 through 4, 7 and 8;

   2.   payments  under Annuity  Options 5 and 6 provided that Annuity  Payments
        are made for at least 5 years.

   3.   the death of the Participant;

   4.   payment  after  the  Participant  has  become  totally  and  permanently
        disabled  prior to age 65.  This means that the  Participant  is unable,
        because of physical or mental  impairment,  to perform the  material and
        substantial duties of any occupation for which the Participant is suited
        by means of education,  training or experience. The impairment must have
        been in  existence  for more than 180 days to qualify for this  benefit.
        Such impairment must be expected to result in death or be  long-standing
        and indefinite. The Company requires proof of disability and will accept
        a  certified  Social  Security  finding  of  disability  or  a  doctor's
        verification;

   5.   the  Participant  is  separated  from  service  with the  employer  that
        maintains  the Plan and had actively  participated  in the Plan for five
        years before separating from service. Active participation means regular
        contributions   through   a  salary   reduction   arrangement   with  no
        interruptions in Purchase Payments;

   6.   no Purchase  Payments were made to the  Participant  Account in the five
        years preceding the date of the Withdrawal;

   7.   the Participant is at least 59 1/2 years old and the Participant Account
        was established at least five years before the date of the Withdrawal;

   8.   the  Participant  Account was  established at least fifteen years before
        the date of the Withdrawal; or

   9.   payments made to satisfy the minimum  distribution  requirements  of the
        Internal Revenue Code.

                                       15

<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

WITHDRAWAL CHARGES (CONTINUED)

   The Withdrawal  Charge will be assessed  against  Contract Value allocated to
   the Series and the  General  Account  options in the same  proportion  as the
   Withdrawal is allocated.

   The Withdrawal  Charge may be waived or reduced  uniformly on all Participant
   Accounts for contracts  issued under certain plans or arrangements  which are
   expected to result in administrative cost savings.

FREE WITHDRAWALS

   A Free  Withdrawal is a Withdrawal  amount which is not subject to Withdrawal
   Charges.  The  amount of Free  Withdrawal  available  in a  Contract  Year is
   determined  as  follows.  In the first  Contract  Year,  it is equal to:  (1)
   cumulative  Purchase  Payments  made under the  Contract;  times (2) the Free
   Withdrawal  Percentage  set forth on page 3;  less (3) any Free  Withdrawals,
   including any Free Systematic Withdrawals, made during the Contract Year. The
   amount of Free Withdrawal  available in subsequent Contract Years is equal to
   (1) Contract Value as of the first day of the current  Contract  Year;  times
   (2) the Free Withdrawal Percentage; less (3) any Free Withdrawals,  including
   any Free Systematic  Withdrawals,  made during the Contract Year. Unused Free
   Withdrawal  amounts are not carried from one Contract Year to the next.  Free
   Withdrawals do not reduce  Purchase  Payments for purposes of calculating the
   Withdrawal Charge on future Withdrawals.

SYSTEMATIC WITHDRAWALS

   Systematic  Withdrawals are automatic periodic  Withdrawals from the Contract
   in substantially equal amounts prior to the Annuity Commencement Date.

   In order to start  Systematic  Withdrawals,  the  Participant  must  make the
   request in writing. The Minimum Systematic Withdrawal is shown on page 3. The
   Participant must choose the type of payment and its frequency. The Systematic
   Withdrawal  request must state the  allocations for deducting the Withdrawals
   from each Account.  If no allocation is specified,  the  Withdrawals  will be
   deducted  from the  Accounts in the order  described  on page 3,  "Method for
   Deductions."  The payment  type may be: (1) in a fixed  amount;  (2) in Level
   Payments  calculated  by the  Company;  (3) for a specified  period;  (4) all
   earnings  in the  Contract;  or (5)  based  upon the life  expectancy  of the
   Participant or the Participant and a Beneficiary.  The payment  frequency may
   be: (1) monthly; (2) quarterly; (3) semiannually; or (4) annually. Systematic
   Withdrawals may be stopped or changed by the Participant  upon proper written
   request  Received by the Company at least 30 days in advance of the requested
   date of termination or change. The Company reserves the right to stop, modify
   or suspend Systematic Withdrawals at any time.

                                       16
GV6322H (9-97)
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

FREE SYSTEMATIC WITHDRAWALS

   Free  Systematic  Withdrawals  are not subject to a  Withdrawal  Charge.  The
   amount  of  Free  Systematic  Withdrawals  available  in a  Contract  Year is
   determined  as  follows:  the  amount  of  Systematic  Withdrawals  that when
   combined with any Free  Withdrawals in the current  Contract  Year,  does not
   exceed the Free Withdrawal amount available in that Contract Year.

DATE OF REQUEST

   The Company will effect a Withdrawal of Separate  Account  Contract  Value on
   the  basis  of  Accumulation  Unit  Value  determined  as of  the  end of the
   Valuation  Period in which all the  required  information  is Received by the
   Company. The Company will effect a Systematic  Withdrawal of Separate Account
   Contract Value on the basis of the  Accumulation  Unit Value determined as of
   the end of the Valuation Period during which such Withdrawal is scheduled.

PAYMENT OF WITHDRAWAL BENEFITS

   The Company  reserves  the right to suspend a Transfer or delay  payment of a
   Withdrawal from the Separate Account for any period:

   1.   when the New York Stock  Exchange is closed;  or

   2.   when trading on the New York Stock Exchange is restricted; or

   3.   when  an  emergency  exists  as a  result  of  which:  (a)  disposal  of
        securities held in the Separate  Account is not reasonably  practicable;
        or (b) it is not  reasonably  practicable to fairly value the net assets
        of the Separate Account; or

   4.   during any other period when the Securities and Exchange Commission,  by
        order, so permits to protect owners of securities.

   Rules and  regulations of the Securities and Exchange  Commission will govern
   as to whether the conditions set forth above exist.

   The Company further  reserves the right to delay payment of a Withdrawal from
   the General  Account for up to six months as  required  by most  states.  The
   Company will notify you if there will be a delay.

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

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

DEATH BENEFIT

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

                                       17

<PAGE>


- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (CONTINUED)

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

DEATH BENEFIT (CONTINUED)

   If the age of the  Participant  was 75 or younger on the Contract  Date,  the
   Death Benefit will be the greatest of: (1) the sum of all Purchase  Payments,
   less any  Premium  Taxes due or paid by the  Company  and less the sum of all
   partial  Withdrawals;  (2) the Contract  Value on the date due Proof of Death
   and  instructions  regarding  payment are Received by the  Company,  less any
   Premium Taxes due or paid by the Company; or (3) the Stepped-Up Death Benefit
   described below.

   The Stepped-Up Death Benefit is:

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

   2.   any Purchase  Payments  received  since the  applicable  fifth  Contract
        Anniversary; less

   3.   any reductions caused by Withdrawals since the applicable fifth Contract
        Anniversary; less

   4.   any Premium Taxes due or paid by the Company.

   If the age of the Participant on the Contract Date was 76 or older, or if due
   proof of death and instructions  regarding  payment are not received within 6
   months of the date of the Participant's  death, the Death Benefit will be the
   Contract  Value on the date due  Proof of Death  and  instructions  regarding
   payment are  Received by the Company,  less any Premium  Taxes due or paid by
   the Company.

   If a lump sum payment is  requested,  the payment will be made in  accordance
   with any laws and regulations that govern the payment of Death Benefits.

PROOF OF DEATH

   Any of the following will serve as Proof of Death:

   1.   certified copy of the death certificate;

   2.   certified decree of a court of competent  jurisdiction as to the finding
        of death;

   3.   written  statement  by  a  medical  doctor  who  attended  the  deceased
        Participant; or

   4.   any proof accepted by the Company.

                                       18
GV6322I (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS

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

ANNUITY COMMENCEMENT DATE

   The  Participant  may choose  the  Annuity  Commencement  Date at the time of
   application.  The  Annuity  commencement  Date may not be prior to the  third
   Contract Anniversary.  If no Annuity Commencement Date is chosen, the Company
   will use the later of: (1) the Participant's  seventieth birthday; or (2) the
   tenth Contract Anniversary, but in no event later than the Participant's 85th
   birthday.  The Annuity  Commencement  Date must be prior to the Participant's
   85th birthday.

   The Annuity  Commencement  Date is the date the first payment will be made to
   the Participant under any of the Annuity Options.

CHANGE OF  ANNUITY COMMENCEMENT  DATE

   The Participant may change the Annuity  Commencement  Date. A request for the
   change must be made in writing.  The written  request must be Received by the
   Company at least 30 days prior to the new Annuity  Commencement  Date as well
   as 30 days prior to the previous Annuity Commencement Date.

ANNUITY START AMOUNT

   The Annuity Start Amount is applied to one of the Annuity  Options  listed on
   pages  22-23.  The Annuity  Start  Amount is: (1) the  Contract  Value on the
   Annuity  Commencement  Date;  less (2) any  Premium  Taxes due or paid by the
   Company; and less (3) if one of Annuity Options 1 through 4 or 8 is chosen, a
   pro rata  Administrative  Fee. Unless otherwise  directed by the Participant,
   Annuity  Start Amount  derived from General  Account  Contract  Value will be
   applied to  purchase a Fixed  Annuity  Option;  that  derived  from  Separate
   Account Contract Value will be applied to purchase a Variable Annuity Option.

WITHDRAWAL CHARGES

   Withdrawal  Charges  are not  applied  to: (1)  Annuity  payments  made under
   Annuity Options 1 through 4, 7 and 8; or (2) those made under annuity Options
   5 and 6 that  provide  for  payments  over a  period  of at  least  5  years.
   Withdrawal  Charges are applied to annuity  payments under Annuity  Options 5
   and 6 that  provide  for  payments  over a period of less  than 5 years.  See
   "Withdrawal Provisions" on pages 14-17.

ANNUITY TABLES

   Annuity  Tables A through C show the  guaranteed  minimum  amount of  monthly
   Annuity  Payment per $1,000 of Annuity  Start  Amount for  Annuity  Options 1
   through 4, 7 and 8 that applies to the first Variable  Annuity Payment and to
   each payment for Fixed Annuity  Payments.  The amount of each Annuity Payment
   for Annuity  Options 1 through 4 and 8 will depend on the  Participant's  sex
   and age on the Annuity Commencement Date.

                                       19

<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ANNUITY  TABLES (CONTINUED)

   Tables A and B assume  1900 as the year of birth of the  Participant.  To use
   Tables A and B for a Participant  born after 1900,  the actual age is reduced
   by 0.1  (one-tenth)  of a year for each year the year of birth  exceeds 1900.
   For a  Participant  with a birth  year  prior  to  1900,  the  actual  age is
   increased in a like manner.  The actual age (in completed  months) reduced or
   increased becomes the "adjusted age of the Participant" The guaranteed payout
   rate is then found by interpolating  the  Participant's  adjusted age between
   the ages shown in Tables A and B.  Tables A and B are based on the 1983 Table
   "A"  mortality  table and an interest  rate of 3.5% per year.  On request the
   Company will furnish the amount of monthly Annuity Payment per $1,000 applied
   for any ages not shown.

   For Annuity  Options 5 through 7, annuity  rates based on age and sex are not
   used to calculate  Annuity  Payments.  Annuity Payments for these options are
   computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

   The Annuity Option is shown on page 3. The Participant may choose any form of
   Annuity Option that is allowed by the Company.  The Participant may choose an
   Annuity  Option by written  request.  This  request  must be  Received by the
   Company  at least 30 days prior to the  Annuity  Commencement  Date.  Several
   Annuity  Options are listed on pages 22-23. No Annuity Option can be selected
   that requires the Company to make periodic  payments of less than $100. If no
   Annuity Option is chosen prior to the Annuity  Commencement Date, the Company
   will use Life with 10-Year Fixed Period  Option.  Each Annuity  Option allows
   for making Annuity Payments annually, semiannually, quarterly or monthly.

CHANGE OF  ANNUITY OPTION

   Prior to the  Annuity  Commencement  Date,  the  Participant  may  change the
   Annuity Option chosen.  The  Participant  must request the change in writing.
   This  request  must be  Received by the Company at least 30 days prior to the
   Annuity Commencement Date.

FIXED ANNUITY PAYMENTS

   With respect to Fixed Annuity  Payments,  the amounts shown on the Tables are
   the guaranteed minimum for each Annuity Payment for Annuity Options 1 through
   4, 7 and 8.

VARIABLE ANNUITY PAYMENTS

   With respect to Variable Annuity Payments,  the amount shown on the Tables is
   the guaranteed  minimum first Annuity Payment,  based on the assumed interest
   rate of 3.5% for  Annuity  Options 1 through  4, 7 and 8. The  amount of each
   Annuity  Payment  after the first for these  options is  computed by means of
   Annuity Units.

                                       20
GV6322J (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ANNUITY UNITS

   The number of Annuity Units is found by dividing the first Annuity Payment by
   the Annuity  Unit Value for the selected  Series on the Annuity  Commencement
   Date.  The number of  Annuity  Units for the Series  then  remains  constant,
   unless a Transfer of Annuity Units is made.  After the first Annuity Payment,
   the dollar amount of each  subsequent  Annuity Payment is equal to the number
   of Annuity  Units times the Annuity Unit Value for the Series on the due date
   of the Annuity Payment.

   The Annuity  Unit Value for each  Series was first set at $1.00.  The Annuity
   Unit Value for any subsequent  Valuation Date is equal to (a) times (b) times
   (c), where:

     (a) is the Annuity Unit Value on the immediately preceding Valuation Date;

     (b) is the Net Investment Factor for the day;

     (c) is a factor  used to adjust  for an assumed  interest  rate of 3.5% per
         year  used to  determine  the  Annuity  Payment  amounts.  The  assumed
         interest rate is reflected in the Annuity Tables.

NET INVESTMENT FACTOR

   The Net  Investment  Factor  for any  Series  as of the end of any  Valuation
   Period is  determined  by dividing  (1) by (2) and  subtracting  (3) from the
   result, where:

     1. is equal to:

        a. the net asset  value per share of the mutual fund held in the Series,
           found as of the end of the current Valuation Period; plus

        b. the per share amount of any  dividend or capital  gain  distributions
           paid by the Series'  underlying  mutual fund that is not  included in
           the net asset value per share; plus or minus

        c. a per share charge or credit for any taxes  reserved  for,  which the
           Company  deems to have  resulted  from the  operation of the Separate
           Account or Series;  the operations of the Company with respect to the
           Contract;  or the payment of premium or  acquisition  costs under the
           Contract.

     2. is the net asset value per share of the Series'  underlying  mutual fund
        as found as of the end of the prior Valuation Period.

     3. is a factor  representing the Mortality and Expense Risk Charge which is
        deducted from the Separate Account.

   Underlying  mutual funds may declare  dividends on a daily basis and pay such
   dividends  once a month.  The Net  Investment  Factor  allows for the monthly
   reinvestment  of these daily  dividends.  As described  above,  the gains and
   losses from each Series are  credited or charged  against the Series  without
   regard to the gains or losses in the Company or other Series.

                                       21

<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ALTERNATE ANNUITY OPTION RATES

   The Company  may, at the time of  election of an Annuity  Option,  offer more
   favorable rates in lieu of the guaranteed rates shown in the Annuity Tables.

ANNUITY OPTIONS

OPTION 1

   LIFE OPTION:  This option provides  payments for the life of the Participant.
   Table A shows some of the guaranteed rates for this option.

OPTION 2

   LIFE WITH FIXED PERIOD OPTION:  This option provides payments for the life of
   the Participant. A fixed period of 5, 10, 15
   or 20 years may be chosen.  Payments  will be made to the end of this  period
   even  if the  Participant  dies  prior  to the  end  of  the  period.  If the
   Participant  dies before  receiving all the payments during the fixed period,
   the remaining  payments will be made to the Designated  Beneficiary.  Table A
   shows some of the guaranteed rates for this option.

OPTION 3

   LIFE WITH  INSTALLMENT OR UNIT REFUND OPTION:  This option provides  payments
   for the life of the Participant, with a period certain determined by dividing
   the Annuity Start Amount by the amount of the first  payment.  A fixed number
   of payments will be made even if the  Participant  dies.  If the  Participant
   dies before  receiving the fixed number of payments,  any remaining  payments
   will be made to the Designated Beneficiary.

OPTION 4

   JOINT AND LAST SURVIVOR OPTION: This option provides payments for the life of
   the Participant and a second person.  Payments will be made as long as either
   is living. Table B shows some of the guaranteed rates for this option.

OPTION 5

   FIXED  PERIOD  OPTION:  This option  provides  payments for a fixed number of
   years between 5 and 20. If the Contract Value is held in the General Account,
   then the amount of the payments  will vary as a result of the  interest  rate
   (as  adjusted  periodically)  credited on the General  Account.  This rate is
   guaranteed  to be no less than the  Guaranteed  Rate  shown on page 3. If the
   Contract  Value  is held in the  Separate  Account,  then the  amount  of the
   payments will vary as a result of the  investment  performance  of the Series
   chosen.  If the  Participant  dies  before  receiving  the  fixed  number  of
   payments, any remaining payments will be made to the Designated Beneficiary.

OPTION 6

   FIXED  PAYMENT  OPTION:  This option  provides a fixed payment  amount.  This
   amount  is  paid  until  the  amount   applied,   including   daily  interest
   adjustments,  is paid. If the Contract Value is held in the General  Account,
   then the number of payments  will vary as a result of the  interest  rate (as
   adjusted  periodically)  credited  on  the  General  Account.  This  rate  is
   guaranteed  to be no less than the  Guaranteed  Rate  shown on page 3. If the
   Contract Value is held in the Separate  Account,  then the number of payments
   will vary as a result of the investment  performance of the Series chosen. If
   the  Participant  dies  before  receiving  all the  payments,  any  remaining
   payments will be made to the Designated Beneficiary.

                                       22
GV6322K (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

OPTION 7

   PERIOD CERTAIN OPTION: This option provides payments for a fixed period of 5,
   10, 15 or 20 years.  Payments  will be made until the end of this period.  If
   the Participant dies prior to the end of the period,  the remaining  payments
   will be  made  to the  Designated  Beneficiary.  Table  C  shows  some of the
   guaranteed rates for this option.

OPTION 8

   JOINT AND CONTINGENT  SURVIVOR OPTION:  This option provides payments for the
   life of the Participant.  Payments will be made to the Participant as long as
   he or she is living. Upon the death of the Participant, payments will be made
   to a second person named by the  Participant  as long as he or she is living.
   If such  person is not living upon the death of the  Participant,  no further
   payments will be made.  Table B shows some of the  guaranteed  rates for this
   option.

                                       23
<PAGE>

                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     Table A
                     Settlement Options One, Two, and Three
        Minimum Initial Monthly Installments per $1,000 of Amount Applied

<TABLE>
<CAPTION>
   Adjusted       Option One                    Option Two                                   Option Three
     Age             Life                 Life with Fixed Period                                 Unit
of Participant       Only       5 Years          10 Years           15 Years    20 Years        Refund
- ---------------------------- ------------------------------------------------------------- --------------------

   <S>               <C>         <C>               <C>                <C>          <C>           <C>
    MALE
     55              4.99        4.97              4.91               4.80         4.66          4.73
     56              5.09        5.07              5.00               4.88         4.72          4.81
     57              5.20        5.17              5.10               4.97         4.78          4.90
     58              5.32        5.29              5.20               5.05         4.85          4.99
     59              5.44        5.41              5.31               5.14         4.91          5.08
     60              5.57        5.53              5.42               5.23         4.97          5.18
     61              5.71        5.67              5.54               5.33         5.04          5.29
     62              5.86        5.81              5.67               5.42         5.10          5.40
     63              6.02        5.97              5.80               5.52         5.16          5.51
     64              6.20        6.13              5.94               5.62         5.22          5.63
     65              6.36        6.31              6.08               5.72         5.28          5.76
     66              6.58        6.49              6.23               5.82         5.33          5.90
     67              6.79        6.69              6.38               5.92         5.38          6.04
     68              7.02        6.90              6.54               6.02         5.43          6.19
     69              7.26        7.12              6.71               6.12         5.48          6.35
     70              7.52        7.35              6.87               6.21         5.52          6.52
     71              7.80        7.60              7.05               6.30         5.55          6.69
     72              8.09        7.86              7.22               6.39         5.59          6.88
     73              8.41        5.13              7.40               6.47         5.62          7.07
     74              8.75        8.42              7.57               6.55         5.64          7.27
     75              9.12        8.72              7.75               6.62         5.66          7.49

   FEMALE
     55              4.54        4.53              4.51               4.46         4.38          4.40
     56              4.62        4.61              4.58               4.53         4.44          4.47
     57              4.71        4.70              4.66               4.60         4.51          4.54
     58              4.80        4.79              4.75               4.68         4.57          4.62
     59              4.90        4.88              4.84               4.76         4.64          4.70
     60              5.00        4.99              4.93               4.84         4.70          4.78
     61              5.11        5.09              5.03               4.93         4.77          4.87
     62              5.23        5.21              5.14               5.02         4.84          4.96
     63              5.36        5.33              5.25               5.12         4.91          5.06
     64              5.49        5.46              5.37               5.21         4.98          5.17
     65              5.64        5.60              5.50               5.31         5.05          5.28
     66              5.79        5.75              5.63               5.42         5.12          5.39
     67              5.95        5.91              5.77               5.53         5.19          5.52
     68              6.13        6.08              5.91               5.63         5.25          5.65
     69              6.32        6.26              6.07               5.74         5.32          5.79
     70              6.53        6.46              6.23               5.86         5.37          5.94
     71              6.75        6.67              6.40               5.97         5.43          6.09
     72              6.99        6.89              6.58               6.08         5.48          6.26
     73              7.26        7.13              6.76               6.18         5.52          6.44
     74              7.54        7.39              6.95               6.29         5.57          6.63
     75              7.85        7.67              7.14               6.39         5.60          6.83
</TABLE>

   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.

                                       24
GV6322L (9-97)
<PAGE>


                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     Table B
                        Settlement Options Four and Eight
        Minimum Initial Monthly Installments per $1,000 of Amount Applied

    Adjusted Age of
  Female Participant              Adjusted Age of Male Participant
                           55       60       62       65       70      75
- --------------------------------------------------------------------------------
         55               4.16     4.27     4.30     4.35     4.42    4.47
         60               4.34     4.51     4.57     4.66     4.78    4.86
         62               4.41     4.61     4.68     4.79     4.94    5.04
         65               4.51     4.76     4.85     4.99     5.20    5.35
         70               4.66     4.99     5.13     5.34     5.67    5.95
         75               4.78     5.19     5.37     5.66     6.16    6.63

   Values  not shown will be  provided  upon  request.  Annual,  semiannual,  or
   quarterly   installments   can  be  determined  by  multiplying  the  monthly
   installments by 11.812853, 5.9572227, and 2.9914196 respectively.



- --------------------------------------------------------------------------------
                                     TABLE C
                             SETTLEMENT OPTION SEVEN
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

                                 PERIOD CERTAIN

    5 Years              10 Years              15 Years             20 Years
- --------------------------------------------------------------------------------
     18.11                 9.83                   7.1                  5.75

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

                                       25

<PAGE>

     A BRIEF DESCRIPTION OF THIS CONTRACT

     This is a GROUP  FLEXIBLE  PREMIUM  DEFERRED  VARIABLE ANNUITY CONTRACT.

        *   In return for  Purchase  Payments,  the Company will pay the annuity
            and other benefits as provided in this Contract.

        *   Individual allocations are maintained for Participants.

        *   The Contract is participating.

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

                                   [SBL LOGO]
                     Security Benefit Life Insurance Company
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461


                                       26


<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

          GROUP FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CERTIFICATE

      THE COMPANY'S PROMISE

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

      LEGAL CONTRACT

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

      RIGHT TO CANCEL

      IF FOR ANY REASON THE PARTICIPANT IS NOT SATISFIED WITH THIS  CERTIFICATE,
      THE PARTICIPANT MAY END  PARTICIPATION  UNDER THE CONTRACT AND CANCEL THIS
      CERTIFICATE  BY MAILING IT TO THE COMPANY  WITHIN 10 DAYS FROM THE DATE OF
      RECEIPT.  IF  RETURNED,  THIS  CERTIFICATE  SHALL BE DEEMED  VOID FROM THE
      CONTRACT  DATE.  THE COMPANY  WILL REFUND ANY PURCHASE  PAYMENTS  MADE AND
      ALLOCATED TO THE GENERAL ACCOUNT AND WILL REFUND SEPARATE ACCOUNT CONTRACT
      VALUE AS OF THE DATE THE RETURNED CERTIFICATE IS RECEIVED BY THE COMPANY.

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

            ROGER K. VIOLA                        HOWARD R. FRICKE
              Secretary                              President

    This is a  Certificate  under a GROUP  FLEXIBLE  PREMIUM  DEFERRED  VARIABLE
    ANNUITY CONTRACT.

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

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

        *   Annuity  Payments begin on the Annuity  Commencement  Date using the
            method specified in this Certificate.

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

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

GVC6322 (9-97)                                                                BP
<PAGE>



TABLE OF CONTENTS

                                                        Page

CONTRACT SPECIFICATIONS.............................     3
DEFINITIONS.........................................     4-7
GENERAL PROVISIONS..................................     7-10
     The Contract...................................     7
     Certificates...................................     7
     Plan Provisions................................     7
     Change of Contract.............................     7
     Future Participants............................     8
     Misstatement of Age or Sex.....................     8
     Evidence of Survival...........................     8
     Incontestability...............................     8
     Assignment.....................................     8
     Transfers......................................     8, 9
     Claims of Creditors............................     9
     Nonforfeiture Values...........................     9
     Participation..................................     10
     Statements.....................................     10
BENEFICIARY PROVISIONS..............................     10
     Primary and Secondary Beneficiaries............     10
     Beneficiary Changes............................     10
PURCHASE PAYMENT PROVISIONS.........................     10-11
     Flexible Purchase Payments.....................     10
     Purchase Payment Limitations...................     11
     Purchase Payment Allocation....................     11
     Place of Payment...............................     11
CONTRACT VALUE AND EXPENSE PROVISIONS                    11-14
     Contract Value.................................     11
     General Account Contract Value.................     11, 12
     General Account Interest Crediting.............     12
     Traditional General Account....................     12
     DCA Plus Account...............................     12
     Separate Account Contract Value................     12
     Accumulation Unit Value........................     13
     Net Investment Factor..........................     13
     Determining Accumulation Units.................     13, 14
     Mortality and Expense Risk Charge..............     14
     Premium Tax Expense............................     14
     Administrative Charge..........................     14
     Mutual Fund Expenses...........................     14
WITHDRAWAL PROVISIONS...............................     14-17
     Withdrawals....................................     14, 15
     Withdrawal Value...............................     15
     Withdrawal Charges.............................     15, 16
     Free Withdrawals...............................     16
     Systematic Withdrawals.........................     16
     Free Systematic Withdrawals....................     17
     Date of Request................................     17
     Payment of Withdrawal Benefits.................     17
DEATH BENEFIT PROVISIONS............................     17-18
     Death Benefit..................................     17, 18
     Proof of Death.................................     18
ANNUITY PAYMENT PROVISIONS..........................     19-23
     Annuity Commencement Date......................     19
     Change of Annuity Commencement Date............     19
     Annuity Start Amount...........................     19
     Withdrawal Charges.............................     19
     Annuity Tables.................................     19, 20
     Annuity Payments...............................     20
     Change of Annuity Option.......................     20
     Fixed Annuity Payments.........................     20
     Variable Annuity Payments......................     20
     Annuity Units..................................     21
     Net Investment Factor..........................     21
     Alternate Annuity Option Rates.................     22
     Annuity Options................................     22
     Life Option....................................     22
     Life with Fixed Period Option..................     22
     Life with Installment or Unit Refund Option....     22
     Joint and Last Survivor Option.................     22
     Fixed Period Option............................     22
     Fixed Payment Option...........................     22
     Period Certain Option..........................     23
     Joint and Contingent Survivor Option...........     23
ANNUITY TABLES......................................     24, 25
AMENDMENTS OR ENDORSEMENTS, if any

                                       2

<PAGE>


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

                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS

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

PARTICIPANT NAME: John A. Doe             CONTRACT NUMBER: Specimen

PARTICIPANT DATE OF BIRTH: 10-30-1956     CERTIFICATE NUMBER: Specimen

PARTICIPANT'S GENDER: Male                CONTRACT DATE: 6-30-1996

OWNER: ABC Employer                       ANNUITY COMMENCEMENT DATE: 7-1-2028*

PRIMARY BENEFICIARY NAME:                 PLAN: Qualified

                                          ASSIGNMENT: This Certificate may not
                                          be assigned.

                                          See Assignment Provision of this
                                          Certificate.

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

INITIAL PURCHASE PAYMENT....................  $500 ($25 pursuant to an Automatic
                                              Investment Program)

MINIMUM SUBSEQUENT PURCHASE PAYMENTS........  $500 ($25 pursuant to an Automatic
                                              Investment Program)

MINIMUM SYSTEMATIC WITHDRAWAL...............  $100

MAXIMUM PARTICIPANT AGE.....................   80

MORTALITY AND EXPENSE RISK CHARGE...........  1.00% Annually

ANNUAL ADMINISTRATIVE FEE...................  None

WITHDRAWAL CHARGES

    Purchase Payment Year..................... 1   2   3   4   5   6   +
    Withdrawal Charge......................... 5%  5%  5%  5%  5%  0%

FREE WITHDRAWAL PERCENTAGE.......................  10%

MINIMUM GUARANTEED RATE..........................  3%

ANNUITY OPTION...................................  Life with 10-Year Fixed
                                                   Period Option*

SEPARATE ACCOUNT.................................  Variflex

SEPARATE ACCOUNT SERIES:

   1  Money Market Series
   2  High Grade Income Series
   3  High Yield Series
   4  Global Aggressive Bond Series
   5  Growth-income Series
   6  Equity Income Series
   7  Managed Asset Allocation Series
   8  Specialized Asset Allocation Series
   9  Growth Series
  10  Value Series
  11  Worldwide Equity Series
  12  Social Awareness Series
  13  Emerging Growth Series
  14  Small Cap Series

METHOD FOR DEDUCTIONS:

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

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

                                       3
GVC6322A (9-97)
<PAGE>


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

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

ACCOUNT

   An Account is one of the Series or General Account options.

ACCUMULATION UNIT

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

ANNUITY OPTION

   An  Annuity  Option is a set of  provisions  that  form the basis for  making
   Annuity Payments. The Annuity Option is set prior to the Annuity Commencement
   Date. Please see "Annuity Options" on page 22.

ANNUITY COMMENCEMENT DATE

   The  Annuity  Commencement  Date is the date on which  Annuity  Payments  are
   scheduled to begin.  This date may be changed by the Participant.  Please see
   "Annuity Commencement Date" on page 19.

ANNUITY UNIT

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

AUTOMATIC TRANSFERS

   Automatic  Transfers are Transfers  among the Series and the General  Account
   options.  Such  transfers are made  automatically  on a periodic basis by the
   Company at the written request of the  Participant.  The Company reserves the
   right to discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT  ANNIVERSARY

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

CONTRACT DATE

   The Contract Date is the date the  Participant's  initial Purchase Payment is
   applied  and the date the Company  uses to  determine  the date the  Contract
   becomes   incontestable   with  respect  to  that  Participant.   Please  see
   "Incontestability" on page 8.

CONTRACT YEAR

   Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

DESIGNATED BENEFICIARY

   Upon the death of the  Participant,  the Designated  Beneficiary  will be the
   first person on the following list who is alive on the date of death:

   1. Primary Beneficiary;

   2. Secondary  Beneficiary;  and

   3. the Participant's estate if no one listed above is alive.

                                       4
GVC6322B (9-97)
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

DESIGNATED BENEFICIARY (CONTINUED)

   The  Designated  Beneficiary  receives a death  benefit upon the death of the
   Participant prior to the Annuity  Commencement  Date. Please see "Beneficiary
   Provisions" on page 10 and "Death Benefit Provisions" on pages 17 and 18.

GENERAL ACCOUNT

   The General Account is all of the Company's assets other than those allocated
   to the Separate Account or to any other separate account of the Company.  The
   Company  manages  the  General  Account  and  guarantees  that it will credit
   interest on General  Account  Contract Value at an annual rate at least equal
   to the Minimum Guaranteed Rate. This Rate is shown on page 3.

GENERAL ACCOUNT OPTIONS

   There are two General Account options  available under the Contract:  (1) the
   Traditional General Account; and (2) the DCA Plus Account.

HOME OFFICE

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

NONNATURAL PERSON

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

OWNER

   The employer or other entity that makes application for the Contract.

PLAN

   The  employer-sponsored  retirement plan,  annuity purchase  arrangement,  or
   deferred compensation program for which the Contract is issued.

PARTICIPANT

   A person for whom or with  respect to whom  Purchase  Payments are made under
   the Contract.

PARTICIPANT ACCOUNT

   An individual  account which is  established  for a Participant to record the
   Contract Value for the Participant.

PREMIUM TAX

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

PURCHASE PAYMENT

   A Purchase  Payment is money  Received  by the Company  for  allocation  to a
   Participant Account.

PURCHASE PAYMENT YEAR

   The first  Purchase  Payment Year begins on the date the Purchase  Payment is
   applied and increases by one on each successive Purchase Payment Anniversary.

RECEIVED BY THE COMPANY

   The phrase  "Received  by the Company"  means  receipt by the Company in good
   order at its Home Office, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

                                       5

<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

SEPARATE ACCOUNT

   The Separate Account,  shown on page 3 is a separate account  established and
   maintained  by  the  Company  under  Kansas  law.  The  Separate  Account  is
   registered with the Securities and Exchange  Commission  under the Investment
   Company Act of 1940 as a Unit  Investment  Trust.  It was  established by the
   Company to support variable annuity contracts. The Company owns the assets of
   the Separate  Account and maintains them apart from the assets of its general
   account and its other  separate  accounts.  The assets  held in the  Separate
   Account equal to the reserves and other Contract  liabilities with respect to
   the  Separate  Account may not be charged with  liabilities  arising from any
   other business the Company may conduct.

   Income  and  realized  and  unrealized  gains and losses  from  assets in the
   Separate  Account are credited to, or charged  against,  the Separate Account
   without  regard to the  income,  gains or losses from the  Company's  general
   account or its other separate accounts.  The Separate Account is divided into
   Series shown on page 3. Income and realized and  unrealized  gains and losses
   from assets in each Series are  credited to, or charged  against,  the Series
   without  regard to income,  gains or losses in the other Series.  The Company
   has the right to transfer to its general  account any assets of the  Separate
   Account  that are in excess of the reserves  and other  Contract  liabilities
   with respect to the Separate Account. The value of the assets in the Separate
   Account on each  Valuation Date is determined as of the end of each Valuation
   Date.

SERIES

   The Separate  Account is divided into Series which invest in shares of mutual
   funds.  Each Series may invest its assets in a separate  class or series of a
   designated  mutual fund or funds.  The Series are shown on page 3. Subject to
   the regulatory requirements then in force, the Company reserves the right to:

     1. change or add designated mutual funds or other investment  vehicles;

     2. add, remove or combine Series;

     3. add,  delete  or make  substitutions  for  securities  that  are held or
        purchased by the Separate Account or any Series;

     4. operate the Separate  Account as a  management  investment  company;

     5. combine the assets of the Separate Account with other Separate  Accounts
        of the Company or an affiliate thereof;

     6. restrict or eliminate any voting rights of the Owner with respect to the
        Separate  Account  or other  persons  who have  voting  rights as to the
        Separate Account; and

     7. terminate and liquidate any Series.

   If any of these changes result in a material  change to the Separate  Account
   or a Series,  the Company  will  notify the Owner of the change.  The Company
   will not change the investment  policy of any Series in any material  respect
   without  complying  with the filing  and other  procedures  of the  insurance
   regulators of the state of issue.

                                       6
GVC6322C (9-97)
<PAGE>


- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)

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

SERIES NET ASSET VALUE

   The Series Net Asset Value is equal to: (1) the net asset value of all shares
   of the underlying mutual fund held by the Series;  plus (2) any cash or other
   assets; less (3) all liabilities of the Series.

VALUATION DATE

   A Valuation  Date is each day the New York Stock  Exchange and the  Company's
   Home Office are open for business.

VALUATION PERIOD

   A Valuation  Period is the  interval of time from one  Valuation  Date to the
   next Valuation Date.

- --------------------------------------------------------------------------------
GENERAL PROVISIONS

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

THE CONTRACT

   The  entire  Contract  between  the Owner  and the  Company  consists  of the
   Contract,  the attached  Application,  and any  Amendments,  Endorsements  or
   Riders to the Contract.  All statements made in the Application  will, in the
   absence of fraud,  as ruled by a court of competent  jurisdiction,  be deemed
   representations and not warranties. The Company will use no statement made by
   or on behalf of the Owner or the  Participant to void this Contract unless it
   is in the written  Application.  Any change in the  Contract can be made only
   with the written consent of the President, a Vice President, or the Secretary
   of the Company.

   The Purchase Payment(s) and the Application must be acceptable to the Company
   under its rules and practices. If they are not, the Company's liability shall
   be limited to a return of the Purchase Payment(s).

CERTIFICATES

   The Company will issue  certificates to  Participants.  Each certificate will
   set forth  the  benefits  to which  the  Participant  is  entitled  under the
   Contract.  Certificates  are for  information  only  and are not  part of the
   Contract.

PLAN PROVISIONS

   The Contract is subject to the provisions of the Plan. To the extent provided
   by the Plan,  any rights that may be  exercised  by a  Participant  under the
   Contract may instead be exercised by the Owner or a Plan representative.

CHANGE OF CONTRACT

   The Company  reserves the right to make any change to the  provisions  of the
   Contract to comply with or give the Participant the benefit of any federal or
   state  statute,  rule or regulation.  This  includes,  but is not limited to,
   requirements  for annuity  contracts  under the Internal  Revenue Code or the
   laws of any state. The Company will provide the Owner with a copy of any such
   change  and will  also  file  such a change  with  the  insurance  regulatory
   officials of the state in which the Contract is delivered.  In addition, upon
   at least 30 days  written  notice to the Owner,  the  Company  may make other
   changes  to this  Contract  that will apply  only to  individuals  who become
   Participants  after the effective date of such change.  All such changes will
   be subject to any applicable regulatory requirements.

                                       7

<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

FUTURE PARTICIPANTS

   The Company may in its discretion  curtail or prohibit new Participants under
   the Contract upon written notice to the Owner.

MISSTATEMENT OF AGE AND SEX

   If the age or sex of the Participant  has been  misstated,  payments shall be
   adjusted,  when allowed by law, to the amount which would have been  provided
   for the correct age or sex. Proof of the age of  Participant  may be required
   at any time,  in a form  suitable to the  Company.  If payments  have already
   commenced and the misstatement  has caused an  underpayment,  the full amount
   due will be paid with the next scheduled  payment.  If the  misstatement  has
   caused an  overpayment,  the  amount  due will be  deducted  from one or more
   future payments.

EVIDENCE OF SURVIVAL

   When any  payments  under the  Contract  depend on the payee being alive on a
   given date,  proof that the payee is living may be  required by the  Company.
   Such proof must be in a form  accepted by the Company.  The Company will have
   the right to make reduced payments or withhold  payments  entirely until such
   proof is received.

INCONTESTABILITY

   The Contract  will not be contested  after it has been in force for two years
   from the Contract Date during the life of the Participant.

ASSIGNMENT

   The Contract cannot be sold, assigned,  discounted,  or pledged as collateral
   for a loan or as security for the performance of an obligation. The benefits,
   values,  and rights under the Contract are not subject to any creditor claims
   to the fullest extent permitted by law. The Contract and its rights cannot be
   transferred  to anyone other than the Company,  except as provided  under the
   Plan or  under a  domestic  relations  order  properly  issued  by a court of
   competent  jurisdiction  and that complies with ERISA, if applicable.  To the
   extent permitted by the Code and applicable law, the Company will make a Full
   or  Partial  Withdrawal  payable  to a third  party  upon  the  Participant's
   request.

TRANSFERS

   The Participant may Transfer Contract Value among the General Account options
   and Series subject to the following.

   The Participant  may make only 14 Transfers per Contract Year.  Transfers are
   not  allowed  within  30 days of the  Annuity  Commencement  Date.  Automatic
   Transfers  are not  included in the 14 Transfers  allowed per Contract  Year.
   After the Annuity  Commencement  Date, for Annuity Options 1 through 4, 7 and
   8, the Owner may Transfer Contract Value only among Series.

   With respect to the DCA Plus Account, Transfers are allowed from that Account
   only to the Series  (excluding the Money Market Series) and Transfers are not
   allowed from any Series or the  Traditional  General  Account to the DCA Plus
   Account.

                                       8
GVC6322D (9-97)
<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

TRANSFERS (CONTINUED)

   The Company  reserves  the right to: (1) limit the amount that may be subject
   to Transfer; (2) waive or limit the number of Transfers allowed each Contract
   Year;  and (3) suspend  Transfers.  Transfers must be at least $100.00 or, if
   less, the remaining balance in the Account.

   The total dollar amount that may be Transferred from the Traditional  General
   Account in a Contract Year is limited to the greatest of:

     1. $5,000;

     2. 1/3 of Contract Value  allocated to the  Traditional  General Account on
        the date the Transfer request is Received by the Company; or

     3. 120% of the  dollar  amount  Transferred  from the  Traditional  General
        Account in the prior Contract Year.

   The Company  reserves the right for a period of time to allow  Transfers from
   the  Traditional  General Account in amounts that exceed the limits set forth
   above.  In any  Contract  Year  following a Contract  Year during  which such
   limits were waived,  the total dollar amount that may be  Transferred  is the
   greatest of 1 above; 2 above; or

     3. 120% of the lesser of:

        a. the dollar amount Transferred from the Traditional General Account in
           the prior Contract Year; or

        b. the maximum  total dollar  amount that would have been allowed in the
           prior  Contract Year under the Transfer  provisions  above absent the
           waiver.

   The  Company  will  effect a  Transfer  to or from a Series  on the  basis of
   Accumulation  Unit Value (or Annuity Unit Value)  determined as of the end of
   the  Valuation  Period in which the  Transfer is  effected.  The Company will
   effect a Transfer  from the General  Account on the basis of General  Account
   Contract Value as of the end of the Valuation Period in which the Transfer is
   effected.

   The Company  reserves the right to delay  Transfers from the General  Account
   for up to 6 months as required by most states. The Company will notify you if
   there will be a delay.

CLAIMS OF CREDITORS

   The Contract  Value and other benefits under the Contract are exempt from the
   claims of creditors of the Participant to the extent allowed by law.

NONFORFEITURE VALUES

   The Death Benefits, Withdrawal Values and Annuity Payout Values will at least
   equal the minimum required by law.

                                       9

<PAGE>


- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONTINUED)

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

PARTICIPATION

   The Company pays  dividends on some of its  contracts.  However,  the Company
   does not expect  dividends to become payable on this Contract.  At the end of
   each Contract Year the Company will  determine the  Contract's  dividend,  if
   any. The  Participant  may choose to have it (1) added to the Contract Value;
   or (2) paid in cash.  If no choice  is made,  any  dividend  will be added to
   Contract Value.

STATEMENTS

   At least once each Contract Year, the  Participant  shall be sent a statement
   including the current  Contract Value and any other  information  required by
   law.  The  Participant  may send a written  request for a statement  at other
   intervals. The Company may charge a reasonable fee for such statements.

- --------------------------------------------------------------------------------
BENEFICIARY PROVISIONS

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

PRIMARY AND SECONDARY BENEFICIARIES

   The Primary  Beneficiary is named by the  Participant.  The  Participant  may
   change any  Beneficiary as described in  "Beneficiary  Changes" below. If the
   Primary Beneficiary dies prior to the Participant,  the Secondary Beneficiary
   becomes the Primary  Beneficiary.  Unless the Participant  directs otherwise,
   when there are two or more Primary  Beneficiaries,  they will  receive  equal
   shares.

BENEFICIARY CHANGES

   Subject to the terms of any existing  Assignment,  the Participant may name a
   new Primary  Beneficiary  or a new Secondary  Beneficiary.  Any new choice of
   Primary  Beneficiary or Secondary  Beneficiary  will revoke any prior choice.
   Any change  must be made in writing  and  recorded  at the Home  Office.  The
   change will become  effective  as of the date the written  request is signed,
   whether or not the  Participant is living at the time the change is recorded.
   A new choice of Primary  Beneficiary or Secondary  Beneficiary will not apply
   to any payment made or action  taken by the Company  prior to the time it was
   recorded.  The Company may require the Contract be returned so these  changes
   may be made.

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

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

FLEXIBLE PURCHASE PAYMENTS

   The Contract  becomes in force when the initial  Purchase Payment is applied.
   The Participant is not required to continue  Purchase  Payments in the amount
   or  frequency  originally  planned.  The  Participant  may:  (1)  increase or
   decrease the amount of Purchase Payments,  subject to any Contract limits; or
   (2) change the  frequency  of Purchase  Payments.  A change in  frequency  or
   amount  of  Purchase  Payments  does not  require a  written  request.  If no
   Purchase  Payment is received  during the  180-day  period  beginning  on the
   Contract Date, the Participant Account will automatically terminate.

                                       10
GVC6322E (9-97)
<PAGE>


- --------------------------------------------------------------------------------
PURCHASE PAYMENT PROVISIONS (CONTINUED)

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

PURCHASE PAYMENT LIMITATIONS

   Purchase  Payments  exceeding  $1,000,000 will not be accepted  without prior
   approval by the Company.  The Minimum  Subsequent  Purchase Payment amount is
   shown on page 3.

PURCHASE PAYMENT ALLOCATION

   Purchase  Payments may be allocated among the General Account options and the
   Series.  The  allocations  may be a whole dollar amount or whole  percentage.
   However,  no less  than $25 per  Purchase  Payment  may be  allocated  to any
   Account.  The Participant may change the allocations by written notice to the
   Company, unless the Owner has retained that right under the Plan.

PLACE OF  PAYMENT

   All Purchase Payments under the Contract are to be paid to the Company at its
   Home Office. Purchase Payments after the initial Purchase Payment are applied
   as of the end of the  Valuation  Period during which they are Received by the
   Company.

- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS

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

CONTRACT VALUE

   On any Valuation Date, the Contract Value is the sum of the following amounts
   allocated to a Participant  Account: (1) the Separate Account Contract Value;
   and (2) the  General  Account  Contract  Value.  At any time  after the first
   Contract Year and before the Annuity  Commencement Date, the Company reserves
   the right to pay to the Participant the Contract Value as a lump sum if it is
   below $2,000.

GENERAL ACCOUNT CONTRACT VALUE

   On any Valuation  Date,  the General  Account  Contract Value is equal to the
   first Purchase Payment allocated under the Participant Account to the General
   Account options:

   PLUS:

   1.   any other Purchase Payments  allocated under the Participant  Account to
        the General Account options;

   2.   any Transfers  from the Separate  Account  Contract Value to the General
        Account options; and

   3.   any interest credited.

   LESS:

   1.   any  Withdrawals  and applicable  Withdrawal  Charges  deducted from the
        General Account options;

   2.   any Transfers from the General Account  options to the Separate  Account
        Contract Value;

   3.   any applicable  Premium Taxes deducted from the General Account options;

   4.   any Annual Administrative Fee deducted from the General Account options;

   5.   any General  Account  Contract  Value which is applied to any of Annuity
        Options 1 through 4, 7 and 8; and

                                       11

<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

GENERAL ACCOUNT CONTRACT VALUE (CONTINUED)                                  

   6.   any Annuity  Payments  made from General  Account  Contract  Value under
        Annuity Options 5 and 6.

GENERAL ACCOUNT INTEREST CREDITING

   The Company shall credit  interest on General  Account  Contract  Value at an
   annual rate at least equal to the  Minimum  Guaranteed  Rate shown on page 3.
   Also, the Company may in its sole judgment credit Current  Interest at a rate
   in excess of the Minimum Guaranteed Rate.

   The Company may credit Current  Interest on Contract Value that was allocated
   or Transferred  to a General  Account option during one period at a different
   rate than amounts  allocated or  Transferred  to a General  Account option in
   another period. The Company may credit different rates of Current Interest on
   the DCA Plus Account and the Traditional General Account options.  Therefore,
   at any time,  portions  of  General  Account  Contract  Value may be  earning
   Current  Interest at different  rates based upon the period during which such
   portions were allocated or Transferred to the General Account and the General
   Account option selected.

TRADITIONAL  GENERAL ACCOUNT

   Purchase  Payments may be allocated to the  Traditional  General  Account and
   Contract  Value  may be  transferred  to this  Account.  Transfers  from  the
   Traditional   General  Account  are  limited.   Please  see  the  "Transfers"
   provisions on page 8.

DCA PLUS ACCOUNT

A Purchase  Payment may be allocated to the DCA Plus Account only if both of the
following  conditions are met. The Purchase  Payment is: (1) received during the
first two  Contract  Years;  and (2) made  pursuant  to a direct  transfer  from
another  Section 403(b) annuity  contract.  Contract Value  allocated to the DCA
Plus  Account will be  Transferred  monthly to one or more of the Series (not to
include the Money Market Series) as selected by the Participant  over a 12-month
period (the  "Transfer  Year").  The  Transfer  Year begins on the date a direct
transfer  is first  allocated  to the DCA Plus  Account,  and the first  monthly
Transfer is made on the same date in the  following  month.  A  Participant  who
allocates a Purchase  Payment to the DCA Plus Account must submit to the Company
written instructions specifying: (1) the Series (not to include the Money Market
Series) to which the monthly Transfers are to be made; and (2) the percentage to
be allocated to each such Series.  The amount of each monthly  Transfer shall be
determined  by dividing the amount of Contract  Value  allocated to the DCA Plus
Account on the date the Transfer is scheduled to be made by the number of months
remaining in the Transfer Year. If a subsequent  direct transfer is allocated to
the DCA Plus Account during a Transfer Year,  such amount will be transferred to
the Series over the balance of the Transfer  Year on the same basis as set forth
above.

SEPARATE ACCOUNT CONTRACT VALUE

   On any Valuation Date, the Separate  Account Contract Value is the sum of the
   then current value of the Accumulation Units allocated to each Series for the
   Participant Account.

                                       12
GVC6322F (9-97)
<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

ACCUMULATION UNIT VALUE

   The  initial  Accumulation  Unit Value for each  Series  was set at $10.  The
   Accumulation  Unit Value for any  subsequent  Valuation  Date is equal to (1)
   times (2) where:

   1.   is the Accumulation  Unit Value determined on the immediately  preceding
        Valuation Date; and

   2.   is the Net Investment Factor on the Valuation Date with respect to which
        the Accumulation Unit Value is being determined.

NET INVESTMENT  FACTOR

   The Net  Investment  Factor  for any  Series  as of the end of any  Valuation
   Period is  determined  by dividing  (1) by (2) and  subtracting  (3) from the
   result, where:

   1.   is equal to:

     a. the net  asset  value per share of the  mutual  fund held in the  Series
        found as of the end of the current Valuation Period; plus

     b. the per share amount of any dividend or capital gain  distributions paid
        by the Series'  underlying  mutual fund that is not  included in the net
        asset value per share; plus or minus

     c. a per share  charge or credit  for any  taxes  reserved  for,  which the
        Company  deems to have  resulted  from  the  operation  of the  Separate
        Account or the  Subaccounts;  operations  of the Company with respect to
        the Contract;  or the payment of premiums or acquisition costs under the
        Contract.

   2.   is the net asset value per share of the Series'  underlying  mutual fund
        as of the end of the prior Valuation Period.

   3.   is the daily factor  representing  the Mortality and Expense Risk Charge
        which is deducted from the Separate Account

   Underlying  mutual funds may declare  dividends on a daily basis and pay such
   dividends  once a month.  The Net  Investment  Factor  allows for the monthly
   reinvestment  of these daily  dividends.  As described  above,  the gains and
   losses from each Series are credited to or charged against the Series without
   regard to the gains or losses in the Company or other Series.

DETERMINING ACCUMULATION UNITS

   The number of Accumulation  Units allocated to a Series under the Participant
   Account is found by dividing:  (1) the amount allocated to the Series; by (2)
   the  Accumulation  Unit Value for the  Series as of the end of the  Valuation
   Period during which the amount is applied under the Participant  Account. The
   number of  Accumulation  Units  allocated to a Series  under the  Participant
   Account  will not change as a result of  investment  experience.  Events that
   change the number of Accumulation Units are:

                                       13

<PAGE>


- --------------------------------------------------------------------------------
CONTRACT VALUE AND EXPENSE PROVISIONS (CONTINUED)

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

DETERMINING ACCUMULATION UNITS (CONTINUED)                                   

   1.   Purchase Payments that are applied to the Series;

   2.   Contract Value that is Transferred into or out of the Series;

   3.   Withdrawals and any applicable Withdrawal Charges that are deducted from
        the Series;

   4.   Premium  Taxes  that  are  deducted  from  the  Series;  and

   5.   Annual Administrative Fees, if any, that are deducted from the Series.

MORTALITY AND EXPENSE RISK CHARGE

   The Company will deduct the  Mortality  and Expense Risk Charge shown on page
   3. This  charge  will be  computed  and  deducted  from  each  Series on each
   Valuation  Date.  This  charge is  factored  into the  Accumulation  Unit and
   Annuity Unit Values on each Valuation Date.

PREMIUM TAX EXPENSE

   The  Company  reserves  the right to deduct  Premium Tax when due or any time
   thereafter.  Any  applicable  Premium Taxes will be allocated as described on
   page 3.

ADMINISTRATIVE CHARGE

   The Company will deduct from Contract Value the Annual  Administrative Fee in
   the  amount  and  manner  shown on page 3. No  Annual  Administrative  Fee is
   deducted on or after the Annuity  Commencement Date if one of Annuity Options
   1 through 4 or 8 is chosen.

MUTUAL FUND EXPENSES

   Each Series invests in shares of a mutual fund. The net asset value per share
   of each underlying fund reflects the deduction of any investment advisory and
   administration  fees and other expenses of the fund.  These fees and expenses
   are not deducted from the assets of a Series,  but are paid by the underlying
   funds.  The  Participant  indirectly  bears a pro rata share of such fees and
   expenses.  An underlying  fund's fees and expenses are not specified or fixed
   under the terms of the Contract.

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS

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

WITHDRAWALS

   A full or partial  Withdrawal of Contract  Value is allowed at any time while
   the Participant is living.  This provision is subject to any federal or state
   Withdrawal restrictions.

   Upon the  Participant's  request for a full Withdrawal,  the Company will pay
   the  Withdrawal  Value  in a lump  sum,  and  the  Participant  Account  will
   terminate.

   All Withdrawals must meet the following conditions.

   1.   The request for Withdrawal must be Received by the Company in writing or
        under other methods allowed by the Company.

   2.   The Participant must apply: (a) while this Contract is in force; and (b)
        prior to the Annuity Commencement Date.

   3.   The  amount  Withdrawn  must  be at  least  $100,  except  upon  a  full
        Withdrawal.

                                       14
GVC6322G (9-97)
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

WITHDRAWALS (CONTINUED)

   A partial  Withdrawal  request must state the  allocations  for deducting the
   Withdrawal  from each Account.  If no  allocation  is specified,  the partial
   Withdrawal  will be deducted from the Accounts in the order described on page
   3, "Method for Deductions."

WITHDRAWAL VALUE

   The  Withdrawal  Value at any time will be the Contract  Value less:  (1) any
   Premium Taxes due or paid by the Company; (2) any Annual  Administrative Fee;
   and (3) any Withdrawal Charges.

WITHDRAWAL CHARGES

   If part or all of the Contract Value is withdrawn,  Withdrawal Charges may be
   applied at the time of Withdrawal.  The  Withdrawal  Charge is applied to the
   lesser of: (1) the amount withdrawn;  or (2) the amount of Purchase Payments.
   The amount of the charge is based upon the number of Purchase  Payment  Years
   the  Purchase  Payment  has  remained  in the  Participant  Account.  See the
   Withdrawal  Charge  shown  on page 3.  For the  purpose  of  determining  the
   Withdrawal  Charges,  Purchase  Payments are withdrawn  before  earnings on a
   first in first out basis.  The  Withdrawal  Charge will not be assessed under
   the following conditions:

   1.   payments  under Annuity  Options 1 through 4, 7 and 8;

   2.   payments  under Annuity  Options 5 and 6 provided that Annuity  Payments
        are made for at least 5 years.

   3.   the death of the Participant;

   4.   payment  after  the  Participant  has  become  totally  and  permanently
        disabled  prior to age 65.  This means that the  Participant  is unable,
        because of physical or mental  impairment,  to perform the  material and
        substantial duties of any occupation for which the Participant is suited
        by means of education,  training or experience. The impairment must have
        been in  existence  for more than 180 days to qualify for this  benefit.
        Such impairment must be expected to result in death or be  long-standing
        and indefinite. The Company requires proof of disability and will accept
        a  certified  Social  Security  finding  of  disability  or  a  doctor's
        verification;

   5.   the  Participant  is  separated  from  service  with the  employer  that
        maintains  the Plan and had actively  participated  in the Plan for five
        years before separating from service. Active participation means regular
        contributions   through   a  salary   reduction   arrangement   with  no
        interruptions in Purchase Payments;

   6.   no Purchase  Payments were made to the  Participant  Account in the five
        years preceding the date of the Withdrawal;

   7.   the Participant is at least 59 1/2 years old and the Participant Account
        was established at least five years before the date of the Withdrawal;

   8.   the  Participant  Account was  established at least fifteen years before
        the date of the Withdrawal; or

   9.   payments made to satisfy the minimum  distribution  requirements  of the
        Internal Revenue Code.

                                       15

<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

WITHDRAWAL CHARGES (CONTINUED)

   The Withdrawal  Charge will be assessed  against  Contract Value allocated to
   the Series and the  General  Account  options in the same  proportion  as the
   Withdrawal is allocated.

   The Withdrawal  Charge may be waived or reduced  uniformly on all Participant
   Accounts for contracts  issued under certain plans or arrangements  which are
   expected to result in administrative cost savings.

FREE WITHDRAWALS

   A Free  Withdrawal is a Withdrawal  amount which is not subject to Withdrawal
   Charges.  The  amount of Free  Withdrawal  available  in a  Contract  Year is
   determined  as  follows.  In the first  Contract  Year,  it is equal to:  (1)
   cumulative  Purchase  Payments  made under the  Contract;  times (2) the Free
   Withdrawal  Percentage  set forth on page 3;  less (3) any Free  Withdrawals,
   including any Free Systematic Withdrawals, made during the Contract Year. The
   amount of Free Withdrawal  available in subsequent Contract Years is equal to
   (1) Contract Value as of the first day of the current  Contract  Year;  times
   (2) the Free Withdrawal Percentage; less (3) any Free Withdrawals,  including
   any Free Systematic  Withdrawals,  made during the Contract Year. Unused Free
   Withdrawal  amounts are not carried from one Contract Year to the next.  Free
   Withdrawals do not reduce  Purchase  Payments for purposes of calculating the
   Withdrawal Charge on future Withdrawals.

SYSTEMATIC WITHDRAWALS

   Systematic  Withdrawals are automatic periodic  Withdrawals from the Contract
   in substantially equal amounts prior to the Annuity Commencement Date.

   In order to start  Systematic  Withdrawals,  the  Participant  must  make the
   request in writing. The Minimum Systematic Withdrawal is shown on page 3. The
   Participant must choose the type of payment and its frequency. The Systematic
   Withdrawal  request must state the  allocations for deducting the Withdrawals
   from each Account.  If no allocation is specified,  the  Withdrawals  will be
   deducted  from the  Accounts in the order  described  on page 3,  "Method for
   Deductions."  The payment  type may be: (1) in a fixed  amount;  (2) in Level
   Payments  calculated  by the  Company;  (3) for a specified  period;  (4) all
   earnings  in the  Contract;  or (5)  based  upon the life  expectancy  of the
   Participant or the Participant and a Beneficiary.  The payment  frequency may
   be: (1) monthly; (2) quarterly; (3) semiannually; or (4) annually. Systematic
   Withdrawals may be stopped or changed by the Participant  upon proper written
   request  Received by the Company at least 30 days in advance of the requested
   date of termination or change. The Company reserves the right to stop, modify
   or suspend Systematic Withdrawals at any time.

                                       16
GVC6322H (9-97)
<PAGE>


- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (CONTINUED)

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

FREE SYSTEMATIC WITHDRAWALS

   Free  Systematic  Withdrawals  are not subject to a  Withdrawal  Charge.  The
   amount  of  Free  Systematic  Withdrawals  available  in a  Contract  Year is
   determined  as  follows:  the  amount  of  Systematic  Withdrawals  that when
   combined with any Free  Withdrawals in the current  Contract  Year,  does not
   exceed the Free Withdrawal amount available in that Contract Year.

DATE OF REQUEST

   The Company will effect a Withdrawal of Separate  Account  Contract  Value on
   the  basis  of  Accumulation  Unit  Value  determined  as of  the  end of the
   Valuation  Period in which all the  required  information  is Received by the
   Company. The Company will effect a Systematic  Withdrawal of Separate Account
   Contract Value on the basis of the  Accumulation  Unit Value determined as of
   the end of the Valuation Period during which such Withdrawal is scheduled.

PAYMENT OF WITHDRAWAL BENEFITS

   The Company  reserves  the right to suspend a Transfer or delay  payment of a
   Withdrawal from the Separate Account for any period:

   1.   when the New York Stock  Exchange is closed;  or

   2.   when trading on the New York Stock Exchange is restricted; or

   3.   when  an  emergency  exists  as a  result  of  which:  (a)  disposal  of
        securities held in the Separate  Account is not reasonably  practicable;
        or (b) it is not  reasonably  practicable to fairly value the net assets
        of the Separate Account; or

   4.   during any other period when the Securities and Exchange Commission,  by
        order, so permits to protect owners of securities.

   Rules and  regulations of the Securities and Exchange  Commission will govern
   as to whether the conditions set forth above exist.

   The Company further  reserves the right to delay payment of a Withdrawal from
   the General  Account for up to six months as  required  by most  states.  The
   Company will notify you if there will be a delay.

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

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

DEATH BENEFIT

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

                                       17

<PAGE>


- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (CONTINUED)

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

DEATH BENEFIT (CONTINUED)

   If the age of the  Participant  was 75 or younger on the Contract  Date,  the
   Death Benefit will be the greatest of: (1) the sum of all Purchase  Payments,
   less any  Premium  Taxes due or paid by the  Company  and less the sum of all
   partial  Withdrawals;  (2) the Contract  Value on the date due Proof of Death
   and  instructions  regarding  payment are Received by the  Company,  less any
   Premium Taxes due or paid by the Company; or (3) the Stepped-Up Death Benefit
   described below.

   The Stepped-Up Death Benefit is:

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

   2.   any Purchase  Payments  received  since the  applicable  fifth  Contract
        Anniversary; less

   3.   any reductions caused by Withdrawals since the applicable fifth Contract
        Anniversary; less

   4.   any Premium Taxes due or paid by the Company.

   If the age of the Participant on the Contract Date was 76 or older, or if due
   proof of death and instructions  regarding  payment are not received within 6
   months of the date of the Participant's  death, the Death Benefit will be the
   Contract  Value on the date due  Proof of Death  and  instructions  regarding
   payment are  Received by the Company,  less any Premium  Taxes due or paid by
   the Company.

   If a lump sum payment is  requested,  the payment will be made in  accordance
   with any laws and regulations that govern the payment of Death Benefits.

PROOF OF DEATH

   Any of the following will serve as Proof of Death:

   1.   certified copy of the death certificate;

   2.   certified decree of a court of competent  jurisdiction as to the finding
        of death;

   3.   written  statement  by  a  medical  doctor  who  attended  the  deceased
        Participant; or

   4.   any proof accepted by the Company.

                                       18
GVC6322I (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS

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

ANNUITY COMMENCEMENT DATE

   The  Participant  may choose  the  Annuity  Commencement  Date at the time of
   application.  The  Annuity  commencement  Date may not be prior to the  third
   Contract Anniversary.  If no Annuity Commencement Date is chosen, the Company
   will use the later of: (1) the Participant's  seventieth birthday; or (2) the
   tenth Contract Anniversary, but in no event later than the Participant's 85th
   birthday.  The Annuity  Commencement  Date must be prior to the Participant's
   85th birthday.

   The Annuity  Commencement  Date is the date the first payment will be made to
   the Participant under any of the Annuity Options.

CHANGE OF  ANNUITY COMMENCEMENT  DATE

   The Participant may change the Annuity  Commencement  Date. A request for the
   change must be made in writing.  The written  request must be Received by the
   Company at least 30 days prior to the new Annuity  Commencement  Date as well
   as 30 days prior to the previous Annuity Commencement Date.

ANNUITY START AMOUNT

   The Annuity Start Amount is applied to one of the Annuity  Options  listed on
   pages  22-23.  The Annuity  Start  Amount is: (1) the  Contract  Value on the
   Annuity  Commencement  Date;  less (2) any  Premium  Taxes due or paid by the
   Company; and less (3) if one of Annuity Options 1 through 4 or 8 is chosen, a
   pro rata  Administrative  Fee. Unless otherwise  directed by the Participant,
   Annuity  Start Amount  derived from General  Account  Contract  Value will be
   applied to  purchase a Fixed  Annuity  Option;  that  derived  from  Separate
   Account Contract Value will be applied to purchase a Variable Annuity Option.

WITHDRAWAL CHARGES

   Withdrawal  Charges  are not  applied  to: (1)  Annuity  payments  made under
   Annuity Options 1 through 4, 7 and 8; or (2) those made under annuity Options
   5 and 6 that  provide  for  payments  over a  period  of at  least  5  years.
   Withdrawal  Charges are applied to annuity  payments under Annuity  Options 5
   and 6 that  provide  for  payments  over a period of less  than 5 years.  See
   "Withdrawal Provisions" on pages 14-17.

ANNUITY TABLES

   Annuity  Tables A through C show the  guaranteed  minimum  amount of  monthly
   Annuity  Payment per $1,000 of Annuity  Start  Amount for  Annuity  Options 1
   through 4, 7 and 8 that applies to the first Variable  Annuity Payment and to
   each payment for Fixed Annuity  Payments.  The amount of each Annuity Payment
   for Annuity  Options 1 through 4 and 8 will depend on the  Participant's  sex
   and age on the Annuity Commencement Date.

                                       19

<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ANNUITY  TABLES (CONTINUED)

   Tables A and B assume  1900 as the year of birth of the  Participant.  To use
   Tables A and B for a Participant  born after 1900,  the actual age is reduced
   by 0.1  (one-tenth)  of a year for each year the year of birth  exceeds 1900.
   For a  Participant  with a birth  year  prior  to  1900,  the  actual  age is
   increased in a like manner.  The actual age (in completed  months) reduced or
   increased becomes the "adjusted age of the Participant" The guaranteed payout
   rate is then found by interpolating  the  Participant's  adjusted age between
   the ages shown in Tables A and B.  Tables A and B are based on the 1983 Table
   "A"  mortality  table and an interest  rate of 3.5% per year.  On request the
   Company will furnish the amount of monthly Annuity Payment per $1,000 applied
   for any ages not shown.

   For Annuity  Options 5 through 7, annuity  rates based on age and sex are not
   used to calculate  Annuity  Payments.  Annuity Payments for these options are
   computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

   The Annuity Option is shown on page 3. The Participant may choose any form of
   Annuity Option that is allowed by the Company.  The Participant may choose an
   Annuity  Option by written  request.  This  request  must be  Received by the
   Company  at least 30 days prior to the  Annuity  Commencement  Date.  Several
   Annuity  Options are listed on pages 22-23. No Annuity Option can be selected
   that requires the Company to make periodic  payments of less than $100. If no
   Annuity Option is chosen prior to the Annuity  Commencement Date, the Company
   will use Life with 10-Year Fixed Period  Option.  Each Annuity  Option allows
   for making Annuity Payments annually, semiannually, quarterly or monthly.

CHANGE OF  ANNUITY OPTION

   Prior to the  Annuity  Commencement  Date,  the  Participant  may  change the
   Annuity Option chosen.  The  Participant  must request the change in writing.
   This  request  must be  Received by the Company at least 30 days prior to the
   Annuity Commencement Date.

FIXED ANNUITY PAYMENTS

   With respect to Fixed Annuity  Payments,  the amounts shown on the Tables are
   the guaranteed minimum for each Annuity Payment for Annuity Options 1 through
   4, 7 and 8.

VARIABLE ANNUITY PAYMENTS

   With respect to Variable Annuity Payments,  the amount shown on the Tables is
   the guaranteed  minimum first Annuity Payment,  based on the assumed interest
   rate of 3.5% for  Annuity  Options 1 through  4, 7 and 8. The  amount of each
   Annuity  Payment  after the first for these  options is  computed by means of
   Annuity Units.

                                       20
GVC6322J (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ANNUITY UNITS

   The number of Annuity Units is found by dividing the first Annuity Payment by
   the Annuity  Unit Value for the selected  Series on the Annuity  Commencement
   Date.  The number of  Annuity  Units for the Series  then  remains  constant,
   unless a Transfer of Annuity Units is made.  After the first Annuity Payment,
   the dollar amount of each  subsequent  Annuity Payment is equal to the number
   of Annuity  Units times the Annuity Unit Value for the Series on the due date
   of the Annuity Payment.

   The Annuity  Unit Value for each  Series was first set at $1.00.  The Annuity
   Unit Value for any subsequent  Valuation Date is equal to (a) times (b) times
   (c), where:

     (a) is the Annuity Unit Value on the immediately preceding Valuation Date;

     (b) is the Net Investment Factor for the day;

     (c) is a factor  used to adjust  for an assumed  interest  rate of 3.5% per
         year  used to  determine  the  Annuity  Payment  amounts.  The  assumed
         interest rate is reflected in the Annuity Tables.

NET INVESTMENT FACTOR

   The Net  Investment  Factor  for any  Series  as of the end of any  Valuation
   Period is  determined  by dividing  (1) by (2) and  subtracting  (3) from the
   result, where:

     1. is equal to:

        a. the net asset  value per share of the mutual fund held in the Series,
           found as of the end of the current Valuation Period; plus

        b. the per share amount of any  dividend or capital  gain  distributions
           paid by the Series'  underlying  mutual fund that is not  included in
           the net asset value per share; plus or minus

        c. a per share charge or credit for any taxes  reserved  for,  which the
           Company  deems to have  resulted  from the  operation of the Separate
           Account or Series;  the operations of the Company with respect to the
           Contract;  or the payment of premium or  acquisition  costs under the
           Contract.

     2. is the net asset value per share of the Series'  underlying  mutual fund
        as found as of the end of the prior Valuation Period.

     3. is a factor  representing the Mortality and Expense Risk Charge which is
        deducted from the Separate Account.

   Underlying  mutual funds may declare  dividends on a daily basis and pay such
   dividends  once a month.  The Net  Investment  Factor  allows for the monthly
   reinvestment  of these daily  dividends.  As described  above,  the gains and
   losses from each Series are  credited or charged  against the Series  without
   regard to the gains or losses in the Company or other Series.

                                       21

<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

ALTERNATE ANNUITY OPTION RATES

   The Company  may, at the time of  election of an Annuity  Option,  offer more
   favorable rates in lieu of the guaranteed rates shown in the Annuity Tables.

ANNUITY OPTIONS

OPTION 1

   LIFE OPTION:  This option provides  payments for the life of the Participant.
   Table A shows some of the guaranteed rates for this option.

OPTION 2

   LIFE WITH FIXED PERIOD OPTION:  This option provides payments for the life of
   the Participant. A fixed period of 5, 10, 15
   or 20 years may be chosen.  Payments  will be made to the end of this  period
   even  if the  Participant  dies  prior  to the  end  of  the  period.  If the
   Participant  dies before  receiving all the payments during the fixed period,
   the remaining  payments will be made to the Designated  Beneficiary.  Table A
   shows some of the guaranteed rates for this option.

OPTION 3

   LIFE WITH  INSTALLMENT OR UNIT REFUND OPTION:  This option provides  payments
   for the life of the Participant, with a period certain determined by dividing
   the Annuity Start Amount by the amount of the first  payment.  A fixed number
   of payments will be made even if the  Participant  dies.  If the  Participant
   dies before  receiving the fixed number of payments,  any remaining  payments
   will be made to the Designated Beneficiary.

OPTION 4

   JOINT AND LAST SURVIVOR OPTION: This option provides payments for the life of
   the Participant and a second person.  Payments will be made as long as either
   is living. Table B shows some of the guaranteed rates for this option.

OPTION 5

   FIXED  PERIOD  OPTION:  This option  provides  payments for a fixed number of
   years between 5 and 20. If the Contract Value is held in the General Account,
   then the amount of the payments  will vary as a result of the  interest  rate
   (as  adjusted  periodically)  credited on the General  Account.  This rate is
   guaranteed  to be no less than the  Guaranteed  Rate  shown on page 3. If the
   Contract  Value  is held in the  Separate  Account,  then the  amount  of the
   payments will vary as a result of the  investment  performance  of the Series
   chosen.  If the  Participant  dies  before  receiving  the  fixed  number  of
   payments, any remaining payments will be made to the Designated Beneficiary.

OPTION 6

   FIXED  PAYMENT  OPTION:  This option  provides a fixed payment  amount.  This
   amount  is  paid  until  the  amount   applied,   including   daily  interest
   adjustments,  is paid. If the Contract Value is held in the General  Account,
   then the number of payments  will vary as a result of the  interest  rate (as
   adjusted  periodically)  credited  on  the  General  Account.  This  rate  is
   guaranteed  to be no less than the  Guaranteed  Rate  shown on page 3. If the
   Contract Value is held in the Separate  Account,  then the number of payments
   will vary as a result of the investment  performance of the Series chosen. If
   the  Participant  dies  before  receiving  all the  payments,  any  remaining
   payments will be made to the Designated Beneficiary.

                                       22
GVC6322K (9-97)
<PAGE>


- --------------------------------------------------------------------------------
ANNUITY PAYMENT PROVISIONS (CONTINUED)

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

OPTION 7

   PERIOD CERTAIN OPTION: This option provides payments for a fixed period of 5,
   10, 15 or 20 years.  Payments  will be made until the end of this period.  If
   the Participant dies prior to the end of the period,  the remaining  payments
   will be  made  to the  Designated  Beneficiary.  Table  C  shows  some of the
   guaranteed rates for this option.

OPTION 8

   JOINT AND CONTINGENT  SURVIVOR OPTION:  This option provides payments for the
   life of the Participant.  Payments will be made to the Participant as long as
   he or she is living. Upon the death of the Participant, payments will be made
   to a second person named by the  Participant  as long as he or she is living.
   If such  person is not living upon the death of the  Participant,  no further
   payments will be made.  Table B shows some of the  guaranteed  rates for this
   option.

                                       23

<PAGE>


                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     Table A
                     Settlement Options One, Two, and Three
        Minimum Initial Monthly Installments per $1,000 of Amount Applied

<TABLE>
<CAPTION>
   Adjusted       Option One                    Option Two                                   Option Three
     Age             Life                 Life with Fixed Period                                 Unit
of Participant       Only       5 Years          10 Years           15 Years    20 Years        Refund
- ---------------------------- ------------------------------------------------------------- --------------------

   <S>               <C>         <C>               <C>                <C>          <C>           <C>
    MALE
     55              4.99        4.97              4.91               4.80         4.66          4.73
     56              5.09        5.07              5.00               4.88         4.72          4.81
     57              5.20        5.17              5.10               4.97         4.78          4.90
     58              5.32        5.29              5.20               5.05         4.85          4.99
     59              5.44        5.41              5.31               5.14         4.91          5.08
     60              5.57        5.53              5.42               5.23         4.97          5.18
     61              5.71        5.67              5.54               5.33         5.04          5.29
     62              5.86        5.81              5.67               5.42         5.10          5.40
     63              6.02        5.97              5.80               5.52         5.16          5.51
     64              6.20        6.13              5.94               5.62         5.22          5.63
     65              6.36        6.31              6.08               5.72         5.28          5.76
     66              6.58        6.49              6.23               5.82         5.33          5.90
     67              6.79        6.69              6.38               5.92         5.38          6.04
     68              7.02        6.90              6.54               6.02         5.43          6.19
     69              7.26        7.12              6.71               6.12         5.48          6.35
     70              7.52        7.35              6.87               6.21         5.52          6.52
     71              7.80        7.60              7.05               6.30         5.55          6.69
     72              8.09        7.86              7.22               6.39         5.59          6.88
     73              8.41        5.13              7.40               6.47         5.62          7.07
     74              8.75        8.42              7.57               6.55         5.64          7.27
     75              9.12        8.72              7.75               6.62         5.66          7.49

   FEMALE
     55              4.54        4.53              4.51               4.46         4.38          4.40
     56              4.62        4.61              4.58               4.53         4.44          4.47
     57              4.71        4.70              4.66               4.60         4.51          4.54
     58              4.80        4.79              4.75               4.68         4.57          4.62
     59              4.90        4.88              4.84               4.76         4.64          4.70
     60              5.00        4.99              4.93               4.84         4.70          4.78
     61              5.11        5.09              5.03               4.93         4.77          4.87
     62              5.23        5.21              5.14               5.02         4.84          4.96
     63              5.36        5.33              5.25               5.12         4.91          5.06
     64              5.49        5.46              5.37               5.21         4.98          5.17
     65              5.64        5.60              5.50               5.31         5.05          5.28
     66              5.79        5.75              5.63               5.42         5.12          5.39
     67              5.95        5.91              5.77               5.53         5.19          5.52
     68              6.13        6.08              5.91               5.63         5.25          5.65
     69              6.32        6.26              6.07               5.74         5.32          5.79
     70              6.53        6.46              6.23               5.86         5.37          5.94
     71              6.75        6.67              6.40               5.97         5.43          6.09
     72              6.99        6.89              6.58               6.08         5.48          6.26
     73              7.26        7.13              6.76               6.18         5.52          6.44
     74              7.54        7.39              6.95               6.29         5.57          6.63
     75              7.85        7.67              7.14               6.39         5.60          6.83
</TABLE>

   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.

                                       24
GVC6322L (9-97)
<PAGE>


                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     Table B
                        Settlement Options Four and Eight
        Minimum Initial Monthly Installments per $1,000 of Amount Applied

    Adjusted Age of
  Female Participant              Adjusted Age of Male Participant
                           55       60       62       65       70      75
- --------------------------------------------------------------------------------
         55               4.16     4.27     4.30     4.35     4.42    4.47
         60               4.34     4.51     4.57     4.66     4.78    4.86
         62               4.41     4.61     4.68     4.79     4.94    5.04
         65               4.51     4.76     4.85     4.99     5.20    5.35
         70               4.66     4.99     5.13     5.34     5.67    5.95
         75               4.78     5.19     5.37     5.66     6.16    6.63

   Values  not shown will be  provided  upon  request.  Annual,  semiannual,  or
   quarterly   installments   can  be  determined  by  multiplying  the  monthly
   installments by 11.812853, 5.9572227, and 2.9914196 respectively.



- --------------------------------------------------------------------------------
                                     TABLE C
                             SETTLEMENT OPTION SEVEN
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

                                 PERIOD CERTAIN

    5 Years              10 Years              15 Years             20 Years
- --------------------------------------------------------------------------------
     18.11                 9.83                   7.1                  5.75

Values not shown will be provided upon request. Annual, semiannual, or quarterly
installments  can be  determined  by  multiplying  the monthly  installments  by
11.812853, 5.9572227, and 2.9914196 respectively.

                                       25

<PAGE>

     This is a Certificate  under a GROUP  FLEXIBLE  PREMIUM  DEFERRED  VARIABLE
ANNUITY CONTRACT.

      *  Purchase  Payments  may be  made  until  the  earlier  of the  Annuity
         Commencement Date or termination of participation under the Contract

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

      *  Annuity  Payments  begin on the  Annuity  Commencement  Date using the
         method specified in this Certificate.

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

                                   [SBL LOGO]
                     Security Benefit Life Insurance Company
               A Member of The Security Benefit Group of Companies
                  700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461

                                       26


<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>

                              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 ("SBL")
- --------------------------------------------------------------------------------
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001

                          VARIABLE ANNUITY APPLICATION
                               (EDUCATOR SERIES)
- --------------------------------------------------------------------------------
1.  OWNER (Employer)
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Tax I.D. or SSN___________________________________
    Group Contract Number_____________________________
- --------------------------------------------------------------------------------
2.  ALLOCATION OF PURCHASE PAYMENTS
    Small Cap Series*                                 ___________%
    Emerging Growth Series*                           ___________%
    Social Awareness Series*                          ___________%
    Worldwide Equity Series*                          ___________%
    Value Series*                                     ___________%
    Growth Series*                                    ___________%
    Specialized Asset Allocation Series*              ___________%
    Managed Asset Allocation Series*                  ___________%
    Equity Income Series*                             ___________%
    Growth-Income Series*                             ___________%
    Global Aggressive Bond Series*                    ___________%
    High Yield Series*                                ___________%
    High Grade Income Series*                         ___________%
    Money Market Series*                              ___________%
    General Account                                   ___________%
    Other _____________________________________       ___________%
                                                          100%
- --------------------------------------------------------------------------------
3.  DCA PLUS  ACCOUNT**
    Please  allocate my direct  transfer in the amount of  $________  to the DCA
    Plus Account and make  transfers  from the DCA Plus Account to the following
    Series  (not to include  the ____ Money  Market  Series) in the  percentages
    indicated.
    (1)_____________         ________%
          Series
    (2)_____________         ________%
          Series
    (3)_____________         ________%
          Series               100%
    I  understand  that my DCA Plus Account  will be  transferred  in 12 monthly
    transfers  to the Series set forth above as  described  in the  Contract and
    prospectus  and that at the end of that  time  period,  all  Contract  Value
    originally  allocated  to the  DCA  Plus  Account  will be  invested  in the
    Variflex Series.
    **Available only for amounts allocated  pursuant to a direct transfer from a
    Section 403(b) annuity. Please complete Section 3 below.
- --------------------------------------------------------------------------------
4.  Participant
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Sex M [ ]   F [ ]  Date of Birth _________________
    Tax I.D. or SSN___________________________________
- --------------------------------------------------------------------------------
5.  PRIMARY BENEFICIARY
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Relationship to Owner_____________________________
    Date of Birth_____________________________________
    Tax I.D. or SSN___________________________________
 -------------------------------------------------------------------------------
6.  CONTINGENT BENEFICIARY
    Name______________________________________________
    Address___________________________________________
    __________________________________________________
    Relationship to Owner_____________________________
    Date of Birth_____________________________________
    Tax I.D. or SSN___________________________________
- --------------------------------------------------------------------------------
7.  TYPE OF ANNUITY CONTRACT
    (check one box below)
    [ ] 403(b)(TSA)          [ ] 401(a) (Qual. Pension/Profit Sharing)
    [ ] 457 (Def. Comp.)     [ ] 401(k) (Qual. Savings Plan)
    Type of Plan:
    __________________________________________________
    __________________________________________________
- --------------------------------------------------------------------------------
8.  TYPE OF GROUP CONTRACT
    A. Control of the Contract will be invested in:
       [ ] Owner   [ ] Participant   [ ] Other _________________________________
    B. Will purchase payments be allocated to participant certificates?
       [ ] Yes    [ ] No

    Please note that employers completing initial application for a master group
    contract, need only complete Sections 1 and 7 through 10.
- --------------------------------------------------------------------------------
9.  EMPLOYER INFORMATION
    Employer Name____________________________________
    Type of Organization (e.g. public school system)
    _________________________________________________
    Employer Address_________________________________
    Billing Statement Address________________________
    Amount of Purchase Payments to be made:$_________
    Frequency__________times per year
    Beginning Date___________________________________
    Will Employer make contributions? [ ] Yes  [ ] No
- --------------------------------------------------------------------------------
10. Will this annuity replace or change any other insurance or annuity? 
    Yes [ ]    No [ ]
    If yes, state company(ies) and contract number(s)___________________________
    Type of contract____________________________________________________________
    If 1035 exchange or other transfer of assets,  attach: (1) exchange form(s)
    or letter(s); and (2) replacement form(s) if applicable.
- --------------------------------------------------------------------------------
11. Special Instructions________________________________________________________
    ____________________________________________________________________________
    ____________________________________________________________________________
- --------------------------------------------------------------------------------
12. PLEASE CHECK THE FOLLOWING SERVICES THAT YOU WISH TO ELECT:
    Telephone Transfer Privilege
    [ ] I (we)  authorize SBL to make transfers  among accounts  and/or 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.
- --------------------------------------------------------------------------------
V7566 (9-97)
<PAGE>

13. [ ] AUTOMATIC DOLLAR COST AVERAGING
    Please establish an automatic transfer from_______________________________
                                                 (Series or General Account)
    to (1)_____________________________________
              (Series or General Account)

    (Please  indicate  the  dollar or  percentage  split if going to one or more
    accounts)  (2)_____________________________________
                      (Series or General Account)

    Please establish the transfer under the following option:
    Check only one:
    A.  [ ] $______________________ per transfer over _____________ months/years

    B.  [ ] Fixed Period _____________ months/years.  At the end of the Fixed
            Period, all Contract Value  will  have  been  transferred  from  the
            Series/General Account.

    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.
- --------------------------------------------------------------------------------
14. [ ] ASSET REALLOCATION REQUEST
    Please establish the Asset Reallocation option as follows:

    Small Cap Series                               ___________%
    Emerging Growth Series                         ___________%
    Social Awareness Series                        ___________%
    Worldwide Equity Series                        ___________%
    Value Series                                   ___________%
    Growth Series                                  ___________%
    Specialized Asset Allocation Series            ___________%
    Managed Asset Allocation Series                ___________%
    Equity Income Series                           ___________%
    Growth-Income Series                           ___________%
    Global Aggressive Bond Series                  ___________%
    High Yield Series                              ___________%
    High Grade Income Series                       ___________%
    Money Market Series                            ___________%
    General Account                                ___________%

    Please make my first transaction on  ___________________________and  every 3
                                          Month       Day     Year
    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.
- --------------------------------------------------------------------------------
15. [ ] 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 effective on its Contract Date. If they are not, SBL will be
liable only for the return of the amount paid.
- --------------------------------------------------------------------------------
                   TAX IDENTIFICATION NUMBER CERTIFICATION**
UNDER PENALTIES OF PERJURY I CERTIFY THAT:
1. The number shown on this form is my correct  taxpayer  identification  number
   (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding  because:  (a) I am exempt from backup
   withholding,  or (b) I have not been notified by the Internal Revenue Service
   (IRS)  that I am subject  to backup  withholding  as a result of a failure to
   report all interest or dividends, or (c) the IRS has notified me that I am no
   longer subject to backup  withholding.  THE INTERNAL REVENUE SERVICE DOES NOT
   REQUIRE  YOUR  CONSENT  TO ANY  PROVISIONS OF THIS  DOCUMENT  OTHER  THAN THE
   CERTIFICATION REQUIRED TO AVOID BACKUP WITHHOLDING.
- --------------------------------------------------------------------------------
Dated at______________________________________________
this __________ day of _______________________, 19____
______________________________________________________
                Participant Signature
______________________________________________________
           Owner Signature (if required)

REPRESENTATIVE'S  STATEMENT - To the best of knowledge,  this application is not
involved in replacement of life insurance or annuities, as defined in applicable
Insurance Department  Regulations,  except as stated in Section 10 above. I have
complied with the requirements for disclosure and/or replacement.

______________________________________________________
         Representative Signature and Number
______________________________________________________
Print Representative's Full Name and Phone and Number
______________________________________________________
            Broker/Dealer Name and Number

- --------------------------------------------------------------------------------
**CERTIFICATION  INSTRUCTIONS  - You must  cross  out item (2) above if you have
been  notified  by IRS that you are  currently  subject  to  backup  withholding
because  of  underreporting  interest  or  dividends  on your  tax  return.  For
contributions  to an  individual  retirement  arrangement  (IRA),  and generally
payments  other than  interest and  dividends,  you are not required to sign the
Certification,     but    you     must     provide     your     correct     TIN.
- --------------------------------------------------------------------------------
[ ] Check this box if you would like a Statement of Additional Information.
                                                                     15-15660-00



<PAGE>

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

               (The Corporation was originally incorporated under
               the name of "The  National  Council of The Knights
               and Ladies of Security" which was later changed to
               "The Security Benefit  Association."  Its original
               Articles  of  Incorporation  were  filed  with the
               Kansas Secretary of State on February 22, 1892.)

                                     FIRST.

The name of this Corporation shall be SECURITY BENEFIT LIFE INSURANCE COMPANY.

                                     SECOND.

The Company is organized not for profit and is formed to make insurance upon the
lives  of  persons  and  every  insurance   appertaining  thereto  or  connected
therewith,  and to grant, purchase or dispose of annuities; to make insurance on
the health of individuals,  against accidental  personal injury,  disablement or
death, and against loss, liability or expense on account thereof; and to provide
benefits for its policy holders in the case of illness or injury.

                                     THIRD.

The location of its registered  office in the State of Kansas is at 700 Harrison
Street in the City of Topeka,  State of Kansas;  and the name and address of its
resident agent is Security Benefit Life Insurance Company,  700 Harrison Street,
Topeka, Shawnee County, Kansas 66636.

                                     FOURTH.

The term for which the Company is to exist is perpetual.

                                     FIFTH.

The Board of Directors shall consist of ten persons.

                                     SIXTH.

The Company shall operate on the mutual plan and shall have no capital stock.

<PAGE>

                                    SEVENTH.

The  conditions  of  membership  in the  company  shall be fixed by the Board of
Directors.

                                     EIGHTH.

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

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

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

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

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

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

     IT  IS  HEREBY   CERTIFIED   that  the  foregoing   Restated   Articles  of
Incorporation only restate and integrate and do not further amend the provisions
of the  Corporation's  articles  of  incorporation  as  theretofore  amended  or
supplemented,  and that there is no discrepancy between those provisions and the
provisions of the restated articles.

     IT IS FURTHER  CERTIFIED that the Restated  Articles of Incorporation  were
duly set forth, proposed,  approved, and declared advisable by a resolution duly
adopted by the Board of Directors of the  Corporation at a regular  meeting held
on September  23/24,  1996, in accordance with the provisions of K.S.A.  17-6605
and amendments thereto, and the General Corporation Code of the State of Kansas,
and that these Restated Articles of Incorporation constitute all of the Articles
of Incorporation  of the Corporation and do hereby  supersede the  Corporation's
Articles of Incorporation originally filed as formerly supplemented or amended.

<PAGE>

     IN WITNESS WHEREOF, I have hereunto  subscribed my name at Topeka,  Kansas,
on this 31st day of October, 1996.

                                             HOWARD R. FRICKE
                                    --------------------------------------------
                                             Howard R. Fricke, President

ATTEST:

ROGER K. VIOLA
- -----------------------------------
Roger K. Viola, Secretary


STATE OF KANSAS    )
                   ) ss.
COUNTY OF SHAWNEE  )


     The  foregoing  instrument  was  acknowledged  before  me this  31st day of
October,  1996, by Howard R. Fricke and Roger K. Viola, president and secretary,
respectively,  of Security Benefit Life Insurance Company, a Kansas corporation,
on behalf of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal at Topeka, Kansas, on this 31st day of October, 1996.

                                             L. CHARMAINE LUCAS
                                    --------------------------------------------
                                             Notary Public

My Appointment Expires:  04/01/98


Approved for filing.

KATHLEEN SEBELIUS
- -----------------------------------
Kathleen Sebelius
Commissioner of Insurance

Date:     11-12-96
          -------------------------



<PAGE>

                                    BYLAWS OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY






                KNIGHTS & LADIES OF SECURITY - FEBRUARY 22, 1892

                SECURITY BENEFIT ASSOCIATION - SEPTEMBER 24, 1919

            SECURITY BENEFIT LIFE INSURANCE COMPANY - JANUARY 2, 1950

<PAGE>

                                    BYLAWS OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

ARTICLE I - OFFICES

  1.   The Home Office and  principal  place of business of the Company shall be
       in the city of Topeka,  state of Kansas.  The Company may also  establish
       branch  offices at such other places as the Board of  Directors  may from
       time to time determine.

ARTICLE II - ANNUAL MEETING

  1.   A meeting of the  policyholders  for the election of  directors  shall be
       held  annually at the home  office of the company at two o'clock  p.m. on
       the first Tuesday in June.  The first annual meeting shall be held on the
       first Tuesday in June in the year 1952.  Subsequent annual meetings shall
       be held on the first Tuesday in June in each year thereafter.

  2.   Notice  of the time and  place of the  annual  meeting  shall be given by
       imprinting the same on either premium notices, premium receipts,  premium
       record stubs, or on annual reports mailed to the policyholders.

  3.   Special  meetings  of  policyholders  may be called at any time,  for any
       purpose or purposes  whatsoever,  by the President,  the Chief  Executive
       Officer,  the  Chairman  of the Board or by the vote of a majority of the
       entire number of the members of the board of directors.

  4.   Notice of the time and place of any special meeting shall be given to all
       policyholders  who  were  shown  on  the  records  of the  Company  to be
       policyholders  on the  date  fixed  by  the  Board  for  the  purpose  of
       determining the members  entitled to notice of and to vote at the special
       meeting  (the  "Record  Date"),  which date shall be not less than 10 nor
       more than 90 days before the date of such meeting,  in writing and mailed
       to the  policyholder at his or her last known address as indicated by the
       Company's records. Notice of any special meeting shall specify the place,
       the day and  the  hour of the  meeting  and  the  general  nature  of the
       business to be  transacted.  Such notice  shall be given not less than 10
       nor more than 60 days before the date of the meeting.

ARTICLE III - VOTING

  1.   The qualified voters of the company shall consist of every  policyholder.
       For the purpose of this  section the term  "policyholder"  shall mean (1)
       the person  insured under an individual  policy of insurance  issued upon
       the  application of such person;  (2) the person who effectuates any such
       policy  upon the life of  another;  (3) the person to whom any annuity or
       pure endowment is presently or  prospectively  payable by the terms of an
       individual  annuity or pure  endowment  policy,  except  where the policy
       declares  some other person to be the owner  thereof,  in which case such
       owner shall be deemed to be the policyholder;  or (4) the employer, firm,
       group or association to whom or in whose name a master policy or contract
       of  group  insurance  or  other  from of  group  hospital  or  disability
       insurance,  including  group

<PAGE>

       annuity, shall have been issued and held, which employer,  firm, group or
       association shall be deemed to be one policyholder  within the meaning of
       this section.  No other person shall be deemed to be a "policyholder" for
       the purpose of this section.  A  policyholder  as defined in this section
       shall be  entitled to only one vote  regardless  of the number or size of
       his policies or contracts.  The policyholder  may vote in person;  or may
       vote by proxy  signed by the person  legally  entitled  to vote the same,
       provided  the proxy  shall be  received  by the  Company  by the close of
       business on the day preceding the date of the meeting at which such proxy
       is to be voted.

  2.   The qualified policyholders present, in person or by proxy, at any annual
       or special  meeting  shall  constitute  a quorum and any matter  properly
       before the meeting  shall be decided by a majority  of the  policyholders
       present, unless a different percentage is prescribed by law.

  3.   Each qualified  policyholder present at the annual meeting shall have the
       right to cast as many votes in the aggregate as shall equal the number of
       directors to be regularly elected. Each qualified policyholder, in person
       or by proxy,  may cast the whole number of votes for one candidate or may
       divide his votes among two or more candidates.

  4.   Notwithstanding  any  inconsistent  provisions  of this  section,  if the
       company  by  action of its  directors  establishes  one or more  separate
       accounts for purposes of issuing contracts  providing benefits which vary
       directly according to the investment  experience of such separate account
       or accounts,  the directors,  upon approval of the rules and  regulations
       for each  separate  account will set forth the special  voting rights and
       procedures for owners of variable  contracts under such separate  account
       relating to investment policy, investment advisory services, selection of
       independent  public  accountants,  and such  other  matters  as they deem
       appropriate  in  relation  to the  administration  of the  assets of such
       separate account.

ARTICLE IV - BOARD OF DIRECTORS

  1.   The  management of all the affairs,  property and business of the company
       shall be  vested in and  exercised  by a board of  directors  of ten (10)
       persons,  all of whom shall be policyholders in the company. The board of
       directors may from time to time appoint an executive  committee and other
       committees with such powers as it may see fit, subject to such conditions
       as may be prescribed  by the board.  All  committees  so appointed  shall
       report  their  acts and  doings  to the  board of  directors  at its next
       meeting.  In the absence or  disqualification of a member of a committee,
       the member or members thereof present at any meeting and not disqualified
       from  voting,  whether  or  not  he or  they  constitute  a  quorum,  may
       unanimously  appoint  another  member of the board of directors to act at
       the meeting in the place of any such absent or disqualified member.

  2.   The  directors  now in  office  shall  continue  to hold  office  for the
       remainder of the terms for which they were severally elected.

<PAGE>

  3.   At each annual meeting there shall be elected not less than one-fifth nor
       more than one-third of the members of the board of directors to serve for
       not more than five years nor more than three years respectively.

  4.   The board of  directors  shall,  at least ninety days prior to any annual
       meeting,  nominate  candidates for each vacancy in the board to be filled
       at such annual meeting.

  5.   Any group of  qualified  policyholders  equal in number to or  greater in
       number than one percent of the total number of policies of the company in
       force may make other  nominations  for one or more vacancies in the board
       of directors by filing with the secretary,  at least ninety days prior to
       any annual meeting, a duly signed and acknowledged certificate giving the
       names and addresses of the  candidates  nominated.  Upon  receiving  such
       certificate,  the secretary shall thereupon report the receipt thereof to
       the board of directors at its first regular meeting  following receipt of
       such certificate.

  6.   Should the board of directors  fail to nominate  candidates for vacancies
       in the board of directors to be filled at the annual  meeting as provided
       in  Section 4 hereof,  and  should  the  policyholders  fail to  nominate
       candidates  for  vacancies  in the board of directors to be filled at the
       annual  meeting  then,  and in such case,  vacancies  to be filled at the
       annual meeting may be filled by the policyholders.

  7.   Any vacancy in the board occurring in the interim between annual meetings
       shall be filled by the  remaining  members  thereof until the next annual
       meeting, at which time a successor shall be elected to fill the unexpired
       term  except  vacancies  occurring  by  reason of  increase  in number of
       directors,  in which event such  vacancies  shall be filled at the annual
       meeting.

  8.   Regular and special  meetings  of the board of  directors  may be held at
       such place or places  within or without  the state of Kansas as the board
       of directors  may from time to time  designate.  Special  meetings of the
       board of directors  may be called at any time by the  president or by any
       three directors.  The secretary shall give notice of each special meeting
       by  mailing  the  same  at  least  two  days  before  the  meeting  or by
       telegraphing  the  same at  least  one day  before  the  meeting  to each
       director, but such notice may be waived by any director. Unless otherwise
       indicated in the notice  thereof,  any and all business may be transacted
       at a special meeting.  The number of directors  necessary to constitute a
       quorum shall be not less than five; except that if the board of directors
       consists of nine members or less, a majority may constitute a quorum.

  9.   The fee to be paid to the directors for their  services shall be fixed by
       resolution of the board.

10.    The board of  directors  may appoint  advisory  directors  to serve for a
       period of not more than one year. Such appointed directors shall act only
       in an advisory  capacity without right to vote. An advisory  director may
       be removed by the board of  directors  whenever in its  judgment the best
       interests  of the  company  would be served  thereby.  The fee to be paid
       advisory directors for their services shall be fixed by resolution of the
       board.

<PAGE>

11.    Nothing in this Article,  however,  should be construed as to prevent the
       directors from establishing one or more separate accounts for purposes of
       issuing  contracts with variable  benefits and approving such  additional
       voting  rights  for  variable  contract  owners as may be  authorized  or
       required by the law.

ARTICLE V - OFFICERS

  1.   The  officers  of  the  company  shall  be a  chairman  of the  board,  a
       president,  one or more vice  presidents,  a treasurer,  a secretary,  an
       actuary,  and such other  officers  as may be  appointed  by the board of
       directors. Any two or more offices may be held by the same person, except
       the offices of  president  and  secretary.  All  officers of the company,
       except  appointed  officers,  shall be elected  annually  by the board of
       directors at the first meeting of the board of directors  held after each
       annual  meeting of the  policyholders.  If the election of officers shall
       not be  held  at  such  meeting,  such  election  shall  be  held as soon
       thereafter as conveniently may be. Vacancies may be filled or new offices
       filled at any meeting of the board of directors.  Each officer shall hold
       office until his successor  shall have been duly elected or appointed and
       shall have qualified, or until his death, or until he shall have resigned
       or shall have been removed in the manner hereinafter provided.

       Any officer elected or appointed by the board of directors may be removed
       by the board of directors  whenever in its judgment the best  interest of
       the company  would be served  thereby,  but such removal shall be without
       prejudice to the contract rights, if any, of the person so removed.

  2.   The chairman of the board shall preside at all meetings of  policyholders
       or directors  and shall perform such other duties as shall be assigned to
       him by the board of  directors.  In the  absence of the  chairman  of the
       board,  the president  shall preside over  meetings of  policyholders  or
       directors.

  3.   The president shall be chief executive officer of the company, unless the
       chairman of the board is so  designated,  and he shall perform such other
       duties as are  incident to the office of the  president  or are  properly
       assigned to him by the board of directors.

  4.   The vice  presidents  shall have such powers and discharge such duties as
       may be assigned to them from time to time by the board of directors.

  5.   The treasurer shall have charge and custody of and be responsible for all
       funds and  securities  of the  company;  shall  disburse the funds of the
       company in  payments of just  demands  against it or as may be ordered by
       the board of directors, and in general perform all the duties incident to
       the office of treasurer and such other duties as may from time to time be
       assigned to him by the board of directors.  The assistant  treasurer,  if
       any, may sign in place of the treasurer with the same force and effect as
       the treasurer is authorized to sign.

  6.   The secretary shall keep the minutes of meetings of the policyholders and
       of the  board  of  directors,  see  that all  notices  are duly  given in
       accordance  with the  provisions  of these

<PAGE>

       bylaws or as required by law; shall be custodian of the corporate records
       and seal of the company,  and in general  perform all duties  incident to
       the office of secretary and such other duties as may from time to time be
       assigned to him by the board of directors.  The assistant  secretary,  if
       any, may sign and attest  documents with the same force and effect as the
       secretary is authorized to sign and attest.

  7.   The actuary shall have general supervision over all computations relating
       to premium  rates,  policy  dividends,  reserves  and  surrender  values,
       preparation  of the annual  statement of the company,  perform such other
       duties as are  incident  to his office and such other  duties as may from
       time to time be assigned to him by the board of directors.  In absence or
       inability  of the  actuary,  his duties may be  performed by an associate
       actuary or by an assistant actuary.

  8.   The  salaries  of the  officers  shall be fixed  from time to time by the
       board of directors, and no officer shall be prevented from receiving such
       salary by reason of the fact that he is also a director of the company.

  9.   The  company  shall  indemnify  every  person,  his heirs,  executors  or
       administrators,  who is or was a  director,  officer,  or employee of the
       company,  or is or  was  serving  at the  request  of  the  company  as a
       director,  officer or employee of another  business  entity,  to the full
       extent permitted or authorized by the laws of the state of Kansas, as now
       in effect and as  hereafter  amended,  against any  liability,  judgment,
       fine, amount paid in settlement,  cost or expense  (including  attorney's
       fees)  asserted or threatened  against and incurred by such person in his
       capacity  as or arising  out of his  status as a  director,  officer,  or
       employee of the company or, if serving at the request of the company as a
       director,   officer  or  employee  of  another   business   entity.   The
       indemnification  provided by this bylaw  provision shall not be exclusive
       of any other rights to which those  indemnified may be entitled under any
       other bylaw or under any agreement, vote of stockholders or disinterested
       directors  or  otherwise,  and shall not limit in any way any right which
       the company may have to make different or further  indemnifications  with
       respect to the same or different persons or classes of persons.

ARTICLE VI - SEAL

  1.   The corporate seal of the company shall consist of two concentric circles
       between which shall be the name of the company and in the center of which
       shall be inscribed the year of its incorporation.

ARTICLE VII - FRATERNAL CERTIFICATES

  1.   The gross  premium  payable  with respect to each  fraternal  certificate
       issued  by  the  corporation   shall  be  the  sum  designated  prior  to
       transformation  of the corporation from a fraternal  benefit society to a
       mutual life  insurance  company as home office  premium plus a collection
       charge equal to the sum paid prior to such  transformation as subordinate
       council  dues or  collection  fee.  Provided,  however,  that the  annual
       collection  charge  payable  with respect to each  fraternal  certificate
       shall not in any case exceed $2.40.

<PAGE>

  2.   The gross  premium for each  fraternal  certificate  shall become due and
       payable, without notice, on the first day of the calendar month following
       the period for which  prior  payment  has been made.  The first  calendar
       month  following  the  period  for which  payment  has been made shall be
       allowed as a grace period  during which the  certificate  shall remain in
       full force and effect.  If the gross premium for any  certificate  is not
       paid when due or within the grace period,  such  certificate  shall be in
       default  and all  rights  and  benefits  thereunder  shall be  forfeited,
       without notice,  except as may otherwise be provided by the terms of such
       certificate.

  3.   Every fraternal  certificate  which shall become in default on account of
       nonpayment  of gross  premiums may be reinstated at any time within sixty
       days  after  the date of such  default  by  payment  in full of the gross
       premiums in arrears,  provided the insured under such  certificate  is in
       sound mental and  physical  condition  on the date of such  payment.  Any
       payment of gross premiums made for the purpose of effecting reinstatement
       under the provisions of this section shall constitute a representation by
       the insured  making such  payment  that he or she is in sound  mental and
       physical  condition;  and the receipt and retention of such payment shall
       not effect  reinstatement  of the  certificate  if the  insured is not in
       sound mental and physical condition.

  4.   Every fraternal  certificate  which shall become in default on account of
       nonpayment of gross  premiums,  and which shall not have been  reinstated
       within sixty days after the date of such default,  may be reinstated only
       in  accordance  with and as  permitted by the rules and  regulations  for
       reinstatement prescribed by the board of directors.

  5.   Any  person  or  corporation  may  be  appointed  as a  beneficiary  in a
       fraternal   certificate,   except  as   eligibility   with   respect   to
       beneficiaries  may be  restricted  by the laws of the  state in which the
       certificate was first delivered to the insured.

  6.   The owner of a fraternal  certificate in force may at any time change the
       beneficiary  by filing a satisfactory  written  notice  therefor with the
       company  at its  home  office.  The  fraternal  certificate  need  not be
       presented for endorsement  except upon written request of the company.  A
       change of beneficiary  shall not be effective  until it has been recorded
       by the company at its home  office.  After such  recordation,  the change
       shall relate back to and take effect as of the date the owner signed said
       written request, whether or not the insured be living at the time of such
       recordation,  but  without  prejudice  to the  company  on account of any
       payment  made by it before  receipt of such  written  request at its home
       office.  If  there be more  than  one  beneficiary  the  interest  of any
       deceased  beneficiary  shall pass to the  survivor or  survivors,  unless
       otherwise  directed by the owner and recorded at the home  office.  If no
       designated beneficiary survives the insured, the amount payable under the
       certificate   shall  be  paid  in  a  lump  sum  to  the   executors   or
       administrators of the insured.

  7.   Whenever  the age of an  insured  in a  fraternal  certificate  has  been
       understated in his or her application for insurance,  and the correct age
       was  within the age  limits of the  corporation,  the amount of the death
       benefit payable under such certificate shall be such as the premiums

<PAGE>

       paid  would  have   purchased  at  the  correct  age   according  to  the
       corporation's   premium   rates  in  force  on  the  issue  date  of  the
       certificate.  If the  correct  age of the  insured was not within the age
       limits of the corporation,  the liability of the corporation under his or
       her certificate  shall be the premiums paid thereon.  If the age has been
       overstated in the application, no additional amount of insurance or other
       values shall be granted on account of any excess  premium paid,  but such
       excess premium shall be returned without interest.

  8.   That part of the gross premium  designated prior to transformation of the
       corporation  as home office  premium  shall,  with  respect to  fraternal
       certificates issued on the pure assessment plan, be payable in accordance
       with the following premium table:

                        PREMIUMS PER $1,000 OF INSURANCE

  AGE NEAREST                             AGE NEAREST
   BIRTHDAY     MONTHLY        ANNUAL       BIRTHDAY        MONTHLY      ANNUAL

      16        $1.15          $13.25          49            $3.25        $37.45
      17         1.20           13.50          50             3.40         39.25
      18         1.20           13.80          51             3.60         41.10
      19         1.20           14.10          52             3.75         43.10
      20         1.25           14.40          53             3.95         45.30
      21         1.30           14.75          54             4.15         47.55
      22         1.30           15.10          55             4.35         50.00
      23         1.35           15.45          56             4.60         52.65
      24         1.40           15.80          57             4.85         55.45
      25         1.40           16.20          58             5.10         58.45
      26         1.45           16.65          59             5.40         61.65
      27         1.50           17.10          60             5.70         65.05
      28         1.50           17.55          61             6.00         67.25
      29         1.55           18.05          62             6.40         71.10
      30         1.60           18.55          63             6.80         75.30
      31         1.65           19.10          64             7.20         79.85
      32         1.70           19.70          65             7.65         84.70
      33         1.75           20.30          66             8.15         89.95
      34         1.80           20.95          67             8.65         95.60
      35         1.90           21.65          68             9.25        101.70
      36         1.95           22.40          69             9.85        108.30
      37         2.00           23.15          70            10.55        115.45
      38         2.10           24.00          71            11.30        123.15
      39         2.15           24.85          72            12.15        131.55
      40         2.25           25.80          73            13.00        140.60

<PAGE>

  AGE NEAREST                             AGE NEAREST
   BIRTHDAY     MONTHLY        ANNUAL       BIRTHDAY        MONTHLY      ANNUAL

      41         2.30           26.80          74            14.00        150.50
      42         2.40           27.85          75            15.10        161.20
      43         2.50           28.95          76            16.25        172.85
      44         2.60           30.15          77            17.55        185.55
      45         2.70           31.45          78            19.00        199.35
      46         2.85           32.80          79            20.60        214.45
      47         2.95           34.25          80 and over   22.35        230.90
      48         3.10           35.90

       The  premium  rates as  stated  in said  table  shall  be based  upon the
       attained  age nearest  birthday  of the insured as of July 1, 1935.  Each
       insured  under  a pure  assessment  fraternal  certificate  shall,  after
       premiums in accordance with the above table have been paid for three full
       years,  be  entitled  to  the  nonforfeiture  options  of  extended  term
       insurance,  paid up insurance or  certificate  loans to the extent of the
       tabular reserve to the credit of such certificate.

  9.   Any insured under a pure assessment fraternal certificate may, in lieu of
       making premium payments in accordance with the premium table specified in
       the preceding  section,  elect to continue to make monthly  payments upon
       his  certificate at the rate paid for the month of January,  1935. In the
       event of such election,  the certificate  upon which such payment is made
       shall  automatically  be  reduced  to such  face  amount  of  whole  life
       insurance  (with the reserve thereon  computed  according to the American
       Experience  Table of Mortality with an interest  assumption of 4%) as the
       payment  actually  made would  purchase  at the rates  specified  in said
       premium table for the attained age nearest  birthday of the insured as of
       July 1, 1935. The payment by any insured for the month of July, 1935, and
       subsequent  months  at the rate  paid by such  insured  for the  month of
       January,  1935, shall be considered an election by such insured to reduce
       the amount of his  certificate  and  continue  the same in force for such
       reduced face amount.  Each insured who elects to continue to make monthly
       payments upon his  certificate at the rate paid for the month of January,
       1935, shall,  after such payments have been made for three full years, be
       entitled to the nonforfeiture options of extended term insurance, paid up
       insurance or  certificate  loans to the extent of the tabular  reserve to
       the credit of such certificate.

10.    Every  fraternal  certificate  issued  prior to January  1,  1938,  which
       contains  nonforfeiture  provisions is, with respect to such  provisions,
       hereby amended as follows:

            In the event the owner does not within sixty days after the due date
            of any  premium  in  default  elect  in  writing  any  of the  other
            available nonforfeiture options, the insurance will be automatically
            continued in force as  nonparticipating  extended term  insurance in
            accordance  with  the  extended  term  insurance  provision  of  the
            certificate:   Provided,   however,   that  the  insurance  under  a
            certificate  which  does not  contain  an  extended  term  insurance
            provision   will   be   automatically    continued   in

<PAGE>

            force as  nonparticipating  paid up insurance in accordance with the
            paid up insurance provision of the certificate.

11.    The owner of each  fraternal  certificate  in good standing  prior to the
       transformation  of the corporation from a fraternal  benefit society to a
       mutual  life   insurance   company   shall  have  the  right  after  such
       transformation to transfer the insurance evidenced by such certificate to
       the mutual life plan in the manner provided by law. The company shall not
       have  the  right  to  levy  an  assessment  against  the  owner  of  such
       transferred  insurance or impose a lien  against the reserve  standing to
       the credit thereof.

12.    The right and power  heretofore  existing in the  corporation  to levy an
       assessment in addition to the gross premiums payable with respect to each
       fraternal certificate is hereby irrevocably waived.

13.    The term  "fraternal  certificate,"  wherever  the same  appears in these
       bylaws,  shall mean and apply to all beneficiary  certificates  issued by
       the  corporation  prior to its  transformation  from a fraternal  benefit
       society to a mutual life insurance company.

ARTICLE VIII - AMENDMENTS

  1.   These  bylaws may be  amended,  changed or  repealed by a majority of the
       board of directors at any regular or special  meeting of the board.  They
       may also be amended,  changed or  repealed  at any annual  meeting of the
       policyholders  by a  majority  vote of the  policyholders  at any  annual
       meeting,  provided that such proposed  amendment,  change or repeal to be
       considered  at the annual  meeting of the  policyholders  shall have been
       submitted  in writing and filed with the  secretary  at least ninety days
       before the time for holding the annual meeting at which action thereon is
       to be taken.



<PAGE>

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

September 15, 1997


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


Dear Sir/Madam:

This letter is with reference to the Registration Statement of Variflex Separate
Account of which Security Benefit Life Insurance Company  (hereinafter "SBL") is
the Depositor.  Said  Registration  Statement is being filed with the Securities
and Exchange  Commission  for the purpose of  registering  the variable  annuity
contracts issued by SBL and the interests in the Variflex Separate Account under
such  variable  annuity  contracts  which will be sold pursuant to an indefinite
registration.

I have examined the Articles of Incorporation  and Bylaws of SBL, minutes of the
meetings of the Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents  which I have  deemed  relevant.  Based  on the
foregoing, it is my opinion that:

1.   SBL is duly  organized  and validly  existing  as a mutual  life  insurance
     company under the laws of the State of Kansas.

2.   Variflex Separate Account has been validly created as a Separate Account in
     accordance with the pertinent provisions of the insurance laws of Kansas.

3.   SBL has the power, and has validly and legally  exercised it, to create and
     issue the variable annuity  contracts which are administered  within and by
     means of the Variflex Separate Account.

4.   The  amount  of  variable  annuity  contracts  to be sold  pursuant  to the
     indefinite registration, when issued, will represent binding obligations of
     SBL in accordance with their terms providing said contracts were issued for
     the considerations set forth therein and evidenced by appropriate  policies
     and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee
Associate General Counsel and Vice President
Security Benefit Life Insurance Company



<PAGE>

                         Consent of Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  report  dated  February  7,  1997,  with  respect  to the  financial
statements of Security  Benefit Life Insurance  Company and Subsidiaries 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 the Variflex Variable Annuity Educator Series.

                                                               Ernst & Young LLP

Kansas City, Missouri
September 26, 1997



<PAGE>

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year
                       1000          (1+T) 1               =        1,169.83
                                     (1+T) 1               =       (1.16983)(1)
                                      1+T                  =        1.16983
                                        T                  =         .16983

5 Years

                       1000          (1+T) 5               =        1,940.18
                                    ((1+T) 5)1/5           =       (1.94018)1/5
                                      1+T                  =        1.1417
                                        T                  =         .1417

10 Years

                       1000          (1+T) 10              =        3,650.00
                                    ((1+T) 10)1/10         =       (3.65000)1/10
                                      1+T                  =        1.1382
                                        T                  =         .1382

<PAGE>

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year
                       1000          (1+T) 1               =          1,124.81
                                     (1+T) 1               =         (1.12481)1
                                      1+T                  =          1.12481
                                        T                  =           .12481

5 Years

                       1000          (1+T) 5               =         1,606.08
                                    ((1+T) 5)1/5           =        (1.60608)1/5
                                      1+T                  =         1.0994
                                        T                  =          .0994

10 Years

                       1000          (1+T) 10              =        3,277.53
                                    ((1+T) 10)1/10         =       (3.27753)1/10
                                      1+T                  =        1.1260
                                        T                  =         .1260

<PAGE>

                               MONEY MARKET YIELD
             Money Market Series (Series C) as of December 30, 1996


CALCULATION OF CHANGE IN UNIT VALUE:

( Unrounded    Unrounded )
(   Price        Price   )

( 12-31-XX - 12-24-XX ) = 10.78122901043 - 10.77311607944 = .00075307190
 ---------------------    -------------------------------
(   Unrounded Price   )           10.77311607944
(      12-24-XX       )


ANNUALIZED YIELD:

365/7 (.00075307190) = 3.93%

EFFECTIVE YIELD:

(1 + .00075307190)365/7 - 1 = 4.00%

<PAGE>

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year
                       1000          (1+T) 1               =         1,117.59
                                     (1+T) 1               =        (1.11759)(1)
                                      1+T                  =         1.11759
                                        T                  =          .11759

5 Years

                       1000          (1+T) 5               =         1,586.05
                                    ((1+T) 5)1/5           =        (1.58605)1/5
                                      1+T                  =         1.0966
                                        T                  =          .0966

10 Years

                       1000          (1+T) 10              =        1,213.51
                                    ((1+T) 10)1/10         =       (1.21351)1/10
                                      1+T                  =        1.0195
                                        T                  =         .0195

<PAGE>

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year
                       1000          (1+T) 1               =           938.49
                                     (1+T) 1               =         (.93849)(1)
                                      1+T                  =          .93849
                                        T                  =         -.06151

5 Years

                       1000          (1+T) 5               =         1,214.03
                                    ((1+T) 5)1/5           =        (1.21403)1/5
                                      1+T                  =         1.0396
                                        T                  =          .0396

10 Years

                       1000          (1+T) 10              =        1,833.87
                                    ((1+T) 10)1/10         =       (1.83387)1/10
                                      1+T                  =        1.0625
                                        T                  =         .0625

<PAGE>

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year
                       1000          (1+T) 1               =        1,130.67
                                     (1+T) 1               =       (1.13067)1
                                      1+T                  =        1.13067
                                        T                  =         .13067

5 Years

                       1000          (1+T) 5               =        1,762.68
                                    ((1+T) 5)1/5           =       (1.76268)1/5
                                      1+T                  =        1.1200
                                        T                  =         .1200

5.67 Years (From Date of Inception May 1, 1991)

                       1000          (1+T) 5.67            =      1,867.43
                                    ((1+T) 5.67)1/5.67     =     (1.86743)1/5.67
                                      1+T                  =      1.1164
                                        T                  =       .1164


                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year

                       1000          (1+T) 1               =         1,123.76
                                     (1+T) 1               =        (1.12376)1
                                      1+T                  =         1.12376
                                        T                  =          .12376

4.25 Years (From Date of Inception October 1, 1992)

                       1000          (1+T) 4.25            =     1,756.85
                                    ((1+T) 4.25)1/4.25     =    (1.75685)1/4.25
                                      1+T                  =     1.1418
                                        T                  =      .1418

<PAGE>

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year

                       1000          (1+T) 1               =         1,080.35
                                     (1+T) 1               =        (1.08035)1
                                      1+T                  =         1.08035
                                        T                  =          .08035

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =       1,159.01
                                    ((1+T) 1.58)1.58       =      (1.15901)1.58
                                      1+T                  =       1.0979
                                        T                  =        .0979


                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year

                       1000          (1+T) 1               =         1,085.64
                                     (1+T) 1               =        (1.08564)1
                                      1+T                  =         1.08564
                                        T                  =          .08564

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =       1,159.29
                                    ((1+T) 1.58)1.58       =      (1.15929)1.58
                                      1+T                  =       1.0981
                                        T                  =        .0981

<PAGE>

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year

                       1000          (1+T) 1               =          1,071.33
                                     (1+T) 1               =         (1.07133)1
                                      1+T                  =          1.07133
                                        T                  =           .07133

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =      1,146.36
                                    ((1+T) 1.58)1.58       =     (1.146.36)1.58
                                      1+T                  =      1.0903
                                        T                  =       .0903


                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


1 Year

                       1000          (1+T) 1               =         1,143.47
                                     (1+T) 1               =        (1.14347)1
                                      1+T                  =         1.14347
                                        T                  =          .1435

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =       1,338,52
                                    ((1+T) 1.58)1.58       =      (1.33852)1.58
                                      1+T                  =       1.2027
                                        T                  =        .2027

<PAGE>

                                HIGH YIELD SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996


0.41 Years (From Date of Inception August 5, 1996)

                       1000          (1+T) .43             =        1,017.00
                                     (1+T) .43             =       (1.01700).43
                                      1+T                  =        1.0420
                                        T                  =         .0420

<PAGE>

                                  GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year
                       1000          (1+T) 1               =          1,214.80
                                     (1+T) 1               =          1.2148
                                      1+T                  =          1.2148
                                        T                  =           .2148

5 Years

                       1000          (1+T) 5               =          1,980.30
                                    ((1+T) 5)1/5           =          1.9803
                                      1+T                  =          1.1464
                                        T                  =           .1464

10 Years

                       1000          (1+T) 10              =          3,650.00
                                    ((1+T) 10)1/10         =          3.6500
                                      1+T                  =          1.1382
                                        T                  =           .1382

<PAGE>

                              GROWTH-INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,169.80
                                     (1+T) 1               =          1.1698
                                      1+T                  =          1.1698
                                        T                  =           .1698

5 Years

                       1000          (1+T) 5               =          1,647.80
                                    ((1+T) 5)1/5           =          1.6478
                                      1+T                  =          1.1051
                                        T                  =           .1051

10 Years

                       1000          (1+T) 10              =          3,277.50
                                    ((1+T) 10)1/10         =          3.2775
                                      1+T                  =          1.1260
                                        T                  =           .1260

<PAGE>

                             WORLDWIDE EQUITY SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,162.60
                                     (1+T) 1               =          1.1626
                                      1+T                  =          1.1626
                                        T                  =           .1626

5 Years

                       1000          (1+T) 5               =          1,627.90
                                    ((1+T) 5)1/5           =          1.6279
                                      1+T                  =          1.1024
                                        T                  =           .1024

10 Years

                       1000          (1+T) 10              =          1,213.50
                                    ((1+T) 10)1/10         =          1.2135
                                      1+T                  =          1.0195
                                        T                  =           .0195

<PAGE>

                            HIGH GRADE INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =            982.70
                                     (1+T) 1               =           .9827
                                      1+T                  =           .9827
                                        T                  =          -.0173

5 Years

                       1000          (1+T) 5               =          1,257.70
                                    ((1+T) 5)1/5           =          1.2577
                                      1+T                  =          1.0469
                                        T                  =           .0469

10 Years

                       1000          (1+T) 10              =          1,833.90
                                    ((1+T) 10)1/10         =          1.8339
                                      1+T                  =          1.0625
                                        T                  =           .0625

<PAGE>

                             EMERGING GROWTH SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,168.80
                                     (1+T) 1               =          1.1688
                                      1+T                  =          1.1688
                                        T                  =           .1688

4.25 Years (From Date of Inception October 1, 1992)

                       1000          (1+T) 4.25            =          1,798.40
                                    ((1+T) 4.25)1/4.25     =          1.7984
                                      1+T                  =          1.1481
                                        T                  =           .1481

<PAGE>

                          GLOBAL AGGRESSIVE BOND SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,125.40
                                     (1+T) 1               =          1.1254
                                      1+T                  =          1.1254
                                        T                  =           .1254

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =          1,203.00
                                    ((1+T) 1.58)1.58       =          1.2030
                                      1+T                  =          1.1241
                                        T                  =           .1241


                       SPECIALIZED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,130.60
                                     (1+T) 1               =          1.1306
                                      1+T                  =          1.1306
                                        T                  =           .1306

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =          1,203.00
                                    ((1+T) 1.58)1.58       =          1.2030
                                      1+T                  =          1.1241
                                        T                  =           .1241

<PAGE>

                         MANAGED ASSET ALLOCATION SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,116.30
                                     (1+T) 1               =          1.1163
                                      1+T                  =          1.1163
                                        T                  =           .1163

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =          1,190.00
                                    ((1+T) 1.58)1.58       =          1.1900
                                      1+T                  =          1.1164
                                        T                  =           .1164


                              EQUITY INCOME SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,188.50
                                     (1+T) 1               =          1.1885
                                      1+T                  =          1.1885
                                        T                  =           .1885

1.58 Years (From Date of Inception June 1, 1995)

                       1000          (1+T) 1.58            =          1,381.00
                                    ((1+T) 1.58)1.58       =          1.3810
                                      1+T                  =          1.2267
                                        T                  =           .2267

<PAGE>

                             SOCIAL AWARENESS SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


1 Year

                       1000          (1+T) 1               =          1,175.70
                                     (1+T) 1               =          1.1757
                                      1+T                  =          1.1757
                                        T                  =           .1757

5 Years

                       1000          (1+T) 5               =          1,803.70
                                    ((1+T) 5)1/5           =          1.8037
                                      1+T                  =          1.1252
                                        T                  =           .1252

5.67 Years (From Date of Inception May 1, 1991)

                       1000          (1+T) 5.67            =          1,867.40
                                    ((1+T) 5.67)1/5.67     =          1.8674
                                      1+T                  =          1.1164
                                        T                  =           .1164

<PAGE>

                                HIGH YIELD SERIES
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
                   (WITHOUT CONTINGENT DEFERRED SALES CHARGE)


 .41 Year (From Date of Inception August 5, 1996)

                       1000          (1+T) .41             =          1,062.00
                                     (1+T) .41).41         =          1.0620
                                      1+T                  =          1.1580
                                        T                  =           .1580

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES A (GROWTH)

Quotation  of Total  Return for the periods 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    1,214.83    -    1,000       214.83     /     1,000     =       21.48%

1995    1,351.74    -    1,000       351.74     /     1,000     =       35.17%

1994      973.13    -    1,000       (26.87)    /     1,000     =       (2.69)%

1993    1,126.68    -    1,000       126.68     /     1,000     =       12.67%

1992    1,099.88    -    1,000        99.88     /     1,000     =        9.99%

1991    1,347.18    -    1,000       347.18     /     1,000     =       34.72%

1990      893.18    -    1,000      (106.82)    /     1,000     =      (10.68)%

1989    1,334.65    -    1,000       334.65     /     1,000     =       33.47%

1988    1,090.71    -    1,000        90.71     /     1,000     =        9.07%

1987    1,052.27    -    1,000        52.27     /     1,000     =        5.23%

1986    1,052.63    -    1,000        52.63     /     1,000     =        5.26%

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES B (GROWTH-INCOME)

Quotation  of Total  Return for the periods 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    1,169.81   -   1,000       169.81    /    1,000         =       16.98%

1995    1,284.85   -   1,000       284.85    /    1,000         =       28.48%

1994      961.17   -   1,000       (38.83)   /    1,000         =       (3.88)%

1993    1,085.35   -   1,000        85.35    /    1,000         =        8.54%

1992    1,050.94   -   1,000        50.94    /    1,000         =        5.09%

1991    1,364.05   -   1,000       364.05    /    1,000         =       36.40%

1990      947.07   -   1,000       (52.93)   /    1,000         =       (5.29)%

1989    1,270.91   -   1,000       270.91    /    1,000         =       27.09%

1988    1,180.26   -   1,000       180.26    /    1,000         =       18.03%

1987    1,026.43   -   1,000        26.43    /    1,000         =        2.64%

1986    1,176.17   -   1,000       176.17    /    1,000         =       17.62%

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES C (MONEY MARKET)

Quotation  of Total  Return for the periods 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    1,039.54    -   1,000        39.54      /      1,000    =        3.95%

1995    1,041.16    -   1,000        41.16      /      1,000    =        4.12%

1994    1,026.80    -   1,000        26.80      /      1,000    =        2.68%

1993    1,015.71    -   1,000        15.71      /      1,000    =        1.57%

1992    1,022.48    -   1,000        22.48      /      1,000    =        2.25%

1991    1,045.91    -   1,000        45.91      /      1,000    =        4.59%

1990    1,066.91    -   1,000        66.91      /      1,000    =        6.69%

1989    1,080.00    -   1,000        80.00      /      1,000    =        8.00%

1988    1,061.64    -   1,000        61.64      /      1,000    =        6.16%

1987    1,053.39    -   1,000        53.39      /      1,000    =        5.34%

1986    1,053.19    -   1,000        53.19      /      1,000    =        5.32%

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES D (WORLD WIDE EQUITY)

Quotation  of Total  Return for the periods 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    1,162.59   -   1,000      162.59    /    1,000        =       16.26%

1995    1,095.79   -   1,000       95.79    /    1,000        =        9.58%

1994    1,016.55   -   1,000       16.55    /    1,000        =        1.66%

1993    1,303.30   -   1,000      303.30    /    1,000        =       30.33%

1992      964.50   -   1,000      (35.50)   /    1,000        =       (3.55)%

1991*   1,032.87   -   1,000       32.87    /    1,000        =        3.29%

*From May 1, 1991 to December 31, 1991.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES E (HIGH GRADE INCOME)

Quotation  of Total  Return for the periods 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      982.71   -   1,000      (17.29)   /    1,000        =       (1.73)%

1995    1,171.05   -   1,000      171.05    /    1,000        =       17.11%

1994      921.64   -   1,000      (78.36)   /    1,000        =       (7.84)%

1993    1,114.35   -   1,000      114.35    /    1,000        =       11.43%

1992    1,064.16   -   1,000       64.16    /    1,000        =        6.42%

1991    1,157.49   -   1,000      157.49    /    1,000        =       15.75%

1990    1,056.83   -   1,000       56.83    /    1,000        =        5.68%

1989    1,107.95   -   1,000      107.95    /    1,000        =       10.79%

1988    1,060.41   -   1,000       60.41    /    1,000        =        6.04%

1987    1,014.52   -   1,000       14.52    /    1,000        =        1.45%

1986    1,085.81   -   1,000       85.81    /    1,000        =        8.58%

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES S (SOCIAL AWARENESS)

Quotation  of Total  Return for the periods 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     1,175.68   -   1,000        175.68    /    1,000        =      17.57%

1995     1,263.05   -   1,000        263.05    /    1,000        =      26.31%

1994       952.20   -   1,000        (47.80)   /    1,000        =      (4.78)%

1993     1,108.05   -   1,000        108.05    /    1,000        =      10.81%

1992     1,151.22   -   1,000        151.22    /    1,000        =      15.12%

1991*    1,048.59   -   1,000         48.59    /    1,000        =       4.86%

*From May 1, 1991 to December 31, 1991.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES J (EMERGING GROWTH)

Quotation  of Total  Return for the periods 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    1,168.77   -     1,000         168.77     /     1,000    =     16.88%

1995    1,180.38   -     1,000         180.38     /     1,000    =     18.04%

1994      939.48   -     1,000         (60.52)    /     1,000    =     (6.05)%

1993    1,125.79   -     1,000         125.79     /     1,000    =     12.58%
 
1992*   1,243.81   -     1,000         243.81     /     1,000    =     24.38%

*From October 1, 1992 to December 31, 1992.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES K (GLOBAL AGGRESSIVE BOND)

Quotation  of Total  Return for the periods 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    1,125.35   -   1,000       125.35      /    1,000      =     12.54%

1995*   1,069.00   -   1,000        69.00      /    1,000      =      6.90%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES M (SPECIALIZED ASSET ALLOCATION)

Quotation  of Total  Return for the periods 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     1,130.64   -    1,000          130.64     /     1,000     =    13.06%

1995*    1,064.00   -    1,000           64.00     /     1,000     =     6.40%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                            VARIFLEX EDUCATIR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES N (MANAGED ASSET ALLOCATION)

Quotation  of Total  Return for the periods 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    1,116.32   -    1,000        116.32    /   1,000      =     11.63%

1995*   1,066.00   -    1,000         66.00    /   1,000      =      6.60%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES O (EQUITY INCOME)

Quotation  of Total  Return for the periods 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    1,188.47   -   1,000       188.47    /    1,000        =      18.85%

1995*   1,162.00   -   1,000       162.00    /    1,000        =      16.20%

*From June 1, 1995 to December 31, 1995.

<PAGE>

                            VARIFLEX EDUCATOR SERIES
                          NON-STANDARDIZED TOTAL RETURN


SERIES P (HIGH YIELD)

Quotation  of Total  Return for the periods 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*   1,060.94   -     1,000        60.94     /    1,000        =        6.09%

*From August 5, 1996 to December 31, 1996.



<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  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- ---------------------------

<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  EDUCATOR  SERIES)  with  like  effect  as  though  said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- ----------------------------

<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  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

      June 14, 2000
- ----------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS                  )
                                 ) ss.

COUNTY OF SHAWNEE                )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass,  being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any SBL  VARIABLE  ANNUITY  ACCOUNT  (VARIFLEX  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- ----------------------------


<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  EDUCATOR  SERIES) with
like effect as though said Registration  Statements and other documents had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- ---------------------------


<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  EDUCATOR
SERIES)  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 11th day of  September,
1997.

W. W. HANNA
- -----------
W. W. Hanna

SUBSCRIBED AND SWORN to before me this 11th day of September, 1997.

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

My Commission Expires:

       July 21, 1999
- ---------------------------


<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  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- -----------------------------


<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  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

FRANK C. SABATINI
- -----------------
Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

       June 14, 2000
- ---------------------------


<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  EDUCATOR
SERIES)  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS  WHEREOF,  I have  hereunto  set my hand this 15th day of  September,
1997.

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

SUBSCRIBED AND SWORN to before me this 15th day of September, 1997.

JANA R. SELLEY
- --------------
Notary Public

My Commission Expires:

      June 14, 2000
- -------------------------


<TABLE> <S> <C>

<ARTICLE>                              6
<CIK>                                  0000740583
<NAME>                                 VARIFLEX EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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 EDUCATOR SERIES
<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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