SECURITY BENEFIT LIFE INSURANCE CO
497, 1996-02-27
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                             SECURITY ELITE BENEFIT

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

     This  Prospectus  describes  Security  Elite  Benefit,  a Flexible  Premium
Variable Life Insurance Policy  (individually,  the "Policy," and  collectively,
the "Policies")  offered by Security Benefit Life Insurance  Company  ("Security
Benefit").  The Policy,  for so long as it remains in force,  provides  lifetime
insurance  protection  on the Insured  named in the Policy  through the Maturity
Date. The Policy is designed to provide  maximum  flexibility in connection with
premium  payments and death benefits by permitting the  Policyowner,  subject to
certain  restrictions,  to vary the frequency and amount of premium payments and
to  increase or  decrease  the death  benefit  payable  under the  Policy.  This
flexibility allows a Policyowner to provide for changing insurance needs under a
single  insurance  policy.  A Policy  may also be  surrendered  for its Net Cash
Surrender Value.

     Net premium  payments may be allocated at the  Policyowner's  discretion to
one or more of the  Variable  Accounts  that  comprise  a  separate  account  of
Security  Benefit called the Security  Varilife  Separate Account (the "Separate
Account"),  or to the Fixed  Account of Security  Benefit.  Any portion of a net
premium  allocated  to one or more of the  Variable  Accounts is invested in the
corresponding  portfolios of the SBL Fund (the "Fund"), which currently consists
of eleven  portfolios or "Series." The Variable  Accounts and the  corresponding
Series  of  the  Fund  are:  the  Growth   Variable   Account  (Series  A);  the
Growth-Income  Variable  Account (Series B); the Money Market  Variable  Account
(Series C); the Worldwide  Equity  Variable  Account  (Series D); the High Grade
Income  Variable  Account  (Series  E); the Social  Awareness  Variable  Account
(Series  S);  the  Emerging  Growth  Variable  Account  (Series  J);  the Global
Aggressive Bond Variable  Account (Series K); the Specialized  Asset  Allocation
Variable  Account  (Series M); the Managed  Asset  Allocation  Variable  Account
(Series N); and the Equity Income  Variable  Account (Series O). The Accumulated
Value in the Fixed  Account  will accrue  interest  at an interest  rate that is
declared from time to time by Security Benefit.

     To the extent that all or a portion of net premium  payments are  allocated
to the Separate Account,  THE ACCUMULATED VALUE UNDER THE POLICY WILL VARY BASED
UPON  THE  INVESTMENT   PERFORMANCE  OF  THE  VARIABLE  ACCOUNTS  TO  WHICH  THE
ACCUMULATED  VALUE IS  ALLOCATED.  No  minimum  amount of  Accumulated  Value is
guaranteed.

     The Policy also permits the  Policyowner  to choose from two death  benefit
options;  under one option,  the death  benefit  remains  fixed at the Specified
Amount chosen by the Policyowner (or, if greater,  it equals  Accumulated  Value
multiplied  by a certain  percentage)  (Option A); under the other  option,  the
death  benefit  equals the  Specified  Amount  plus  Accumulated  Value (or,  if
greater, Accumulated Value multiplied by a certain percentage) (Option B). Under
the  latter  option,  the death  benefit  will vary  daily  with the  investment
performance  of the Variable  Accounts  for any  Policyowner  who has  allocated
Accumulated Value to the Variable Accounts.  Under either option, for so long as
the  Policy  remains  in force,  the death  benefit  will never be less than the
current Specified Amount.

     A Policy may be returned according to the terms of its Free-Look Right (see
"Right to Examine a Policy -- Free-Look  Right," page 18), during which time net
premium payments allocated to the Separate Account will be invested in the Money
Market Variable Account.

     It may not be advantageous to replace existing insurance with the Policy.

     This  Prospectus  generally  describes  only  the  portion  of  the  Policy
involving the Separate  Account.  For a brief summary of the Fixed Account,  see
"The Fixed Account," page 25.

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

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

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

PROSPECTUS DATED JUNE 1, 1995, AS SUPPLEMENTED FEBRUARY 5, 1996.
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                                       1
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

IMPORTANT TERMS.........................................................      5

SUMMARY OF THE POLICY...................................................      6
     Purpose of the Policy..............................................      7
     Policy Values......................................................      7
     The Death Benefit..................................................      7
     Premium Features...................................................      7
     Allocation Options.................................................      7
     Transfer of Accumulated Value......................................      8
     Policy Loans.......................................................      8
     Free-Look Right....................................................      8
     Surrender Right....................................................      8
     Partial Withdrawal Benefits........................................      8
     Charges and Deductions.............................................      8
         Premium Tax....................................................      8
         Deductions from Accumulated Value..............................      8
         Deductions from the Variable Accounts..........................      9
         Tax Treatment of Policy........................................      9
     The Fixed Account..................................................      9
     Contacting Security Benefit........................................      9

INFORMATION ABOUT SECURITY BENEFIT AND THE SEPARATE ACCOUNT.............      9
     Security Benefit Life Insurance Company............................      9
     Security Varilife Separate Account.................................      9
     SBL Fund...........................................................     10
     Series A...........................................................     10
     Series B...........................................................     10
     Series C...........................................................     10
     Series D...........................................................     10
     Series E...........................................................     10
     Series S...........................................................     10
     Series J...........................................................     10
     Series K...........................................................     11
     Series M...........................................................     11
     Series N...........................................................     11
     Series O...........................................................     11
     The Investment Adviser.............................................     11

THE POLICY..............................................................     11
     Application for a Policy...........................................     11
     Premiums...........................................................     12
     Guaranteed Death Benefit Premium...................................     12
     Allocation of Net Premiums.........................................     12
     Dollar Cost Averaging Option.......................................     13
     Asset Reallocation Option..........................................     13
     Transfer of Accumulated Value......................................     14
     Death Benefit......................................................     14
         Option A.......................................................     15


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                                       2
<PAGE>

                                                                            Page

         Option B.......................................................     15
         Examples of Options A and B....................................     15
     Changes in Death Benefit Option....................................     15
     Changes in Specified Amount........................................     16
         Increases......................................................     16
         Decreases......................................................     16
     Policy Values......................................................     16
         Accumulated Value..............................................     16
         Net Cash Surrender Value.......................................     16
     Determination of Accumulated Value.................................     16
     Policy Loans.......................................................     17
     Benefits at Maturity...............................................     18
     Surrender..........................................................     18
     Partial Withdrawal Benefits........................................     18
     Right to Examine a Policy--Free-Look Right.........................     18
     Lapse..............................................................     19
     Reinstatement......................................................     19

CHARGES AND DEDUCTIONS..................................................     19
     Premium Tax........................................................     19
         State and Local Premium Tax Charge.............................     19
     Deductions from Accumulated Value..................................     19
         Cost of Insurance..............................................     20
         Optional Insurance Benefits Charges............................     20
     Deductions from the Variable Accounts..............................     20
         Administrative Charge..........................................     20
         Mortality and Expense Risk Charge..............................     20
     Other Charges......................................................     20
     Guarantee of Certain Charges.......................................     21

OTHER INFORMATION.......................................................     21
     Federal Income Tax Considerations..................................     21
         Diversification Requirements...................................     21
         Tax Treatment of Policies......................................     22
         Conventional Life Insurance Policies...........................     22
         Modified Endowment Contracts...................................     22
         Reasonableness Requirements for Charges........................     23
         Accelerated Benefit for Terminal Illness.......................     23
         Other..........................................................     23
     Charge for Security Benefit Income Taxes...........................     23
     Voting of Fund Shares..............................................     24
     Disregard of Voting Instructions...................................     24
     Report to Owners...................................................     24
     Substitution of Investments........................................     24
     Changes to Comply With Law.........................................     25

PERFORMANCE INFORMATION.................................................     25

THE FIXED ACCOUNT.......................................................     25
     General Description................................................     26
     Death Benefit......................................................     26
     Policy Charges.....................................................     26
     Transfers, Surrenders, Withdrawals, and Policy Loans...............     26


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                                       3
<PAGE>

                                                                            Page

MORE ABOUT THE POLICY...................................................     27
     Ownership..........................................................     27
         Joint Owners...................................................     27
     Beneficiary........................................................     27
     Exchange of Insured................................................     27
     Exchange of Policy During First 24 Months..........................     27
     The Contract.......................................................     27
     Payments...........................................................     27
     Assignment.........................................................     28
     Errors on the Application..........................................     28
     Incontestability...................................................     28
     Payment in Case of Suicide.........................................     28
     Participating......................................................     28
     Policy Illustrations...............................................     28
     Payment Plan.......................................................     28
     Optional Insurance Benefits........................................     29
         Waiver of Monthly Deduction Rider..............................     29
         Accelerated Benefit Rider for Terminal Illness.................     29
         Level Term Insurance Rider.....................................     29
         Extended Guaranteed Death Benefit Rider........................     29
     Distribution of the Policy.........................................     29

MORE ABOUT SECURITY BENEFIT.............................................     30
     Management.........................................................     30
     State Regulation...................................................     31
     Telephone Transfer Privileges......................................     31
     Legal Proceedings..................................................     32
     Legal Matters......................................................     32
     Registration Statement.............................................     32
     Experts............................................................     32
     Financial Statements...............................................     32

APPENDIX ...............................................................     66

ILLUSTRATIONS...........................................................     67



THIS IS A FLEXIBLE  PREMIUM  VARIABLE LIFE INSURANCE  POLICY.  ITS PURPOSE IS TO
PROVIDE  INSURANCE  PROTECTION  FOR THE  BENEFICIARY  NAMED IN THE POLICY.  THIS
POLICY IS NOT IN ANY WAY SIMILAR OR COMPARABLE TO A SYSTEMATIC  INVESTMENT  PLAN
OF A MUTUAL FUND.



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THE POLICY IS NOT AVAILABLE IN ALL STATES.  THIS  PROSPECTUS DOES NOT CONSTITUTE
AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.
NO PERSON IS  AUTHORIZED  TO MAKE NY  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.
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                                       4
<PAGE>

                                 IMPORTANT TERMS

ACCUMULATED  VALUE -- The total value of the amounts in the Variable Accounts of
the Separate  Account and the Fixed Account for the Policy as well as any amount
set aside in the Loan Account to secure Policy Debt as of any Valuation Date.

AGE -- The  Insured's  age as of his or her last birthday as of the Policy Date,
increased by the number of complete Policy Years elapsed.

BENEFICIARY -- The person or persons named by the Policyowner in the application
or by proper later  designation  to receive the death benefit  proceeds upon the
death of the Insured.

EXTENDED  GUARANTEED  DEATH  BENEFIT RIDER -- A Planned  Periodic  Premium in an
amount  specified  by  Security  Benefit  which if paid in advance on at least a
monthly  basis will keep the Policy in force  beyond the first five Policy Years
even if Net Cash Surrender Value is insufficient to cover the monthly  deduction
on any Monthly  Payment  Date,  provided  that at all times  during the Extended
Guaranteed Death Benefit Period,  the amount of premiums paid on the Policy less
any outstanding Policy Debt and any Partial Withdrawals is greater than or equal
to the monthly pro rata share of the Extended  Guaranteed  Death Benefit Premium
multiplied  by the number of Policy  Months  the  Policy has been in force.  The
length of the Extended  Guaranteed  Death Benefit  Period will vary according to
the Age of the Insured on the Policy Date. The Extended Guaranteed Death Benefit
Rider is an optional  insurance  benefit which a Policyowner may elect to add to
the Policy by rider. See "Optional Insurance Benefits," page 29. This premium is
not applied to purchase  the Rider,  but is applied to the Policy and may be the
same as the Planned Periodic Premium.

FIXED ACCOUNT -- An account that is part of Security  Benefit's  General Account
to  which  all or a  portion  of net  premium  payments  may  be  allocated  for
accumulation  at a fixed  rate of  interest  (which  may  not be less  than  4.0
percent) declared by Security Benefit.

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

GUARANTEED  DEATH  BENEFIT  PREMIUM -- A Planned  Periodic  Premium in an amount
specified  by  Security  Benefit  which if paid in advance on at least a monthly
basis will keep the Policy in force  during the first five Policy  Years even if
during that period Net Cash Surrender Value is insufficient to cover the monthly
deduction on any Monthly  Payment  Date,  provided  that at all times during the
first five Policy  Years,  the amount of premiums  paid on the Policy,  less any
outstanding Policy Debt and any Partial  Withdrawals is greater than or equal to
the monthly pro rata share of the Guaranteed Death Benefit Premium multiplied by
the number of Policy months the Policy has been force.

HOME OFFICE -- The Life Administration  Department at Security Benefit's office,
700 SW Harrison Street, Topeka, Kansas 66636-0001.

INSURED  -- The person  upon whose life the Policy is issued and whose  death is
the contingency upon which the death benefit proceeds are payable.

LOAN ACCOUNT -- An account to which  amounts are  transferred  from the Variable
Accounts and the Fixed Account as collateral for Policy loans.

MATURITY DATE -- The Policy Anniversary on which the Insured is Age 95.

MONTHLY PAYMENT DATE -- The day each month on which the monthly deduction is due
against the  Accumulated  Value.  The first  Monthly  Payment Date is the Policy
Date.

NET CASH SURRENDER VALUE -- Accumulated Value less Policy Debt.

PLANNED PERIODIC PREMIUM -- The premium determined by the Policyowner as a level
amount planned to be paid at fixed intervals over a specified period of time.

POLICY DATE -- The date used to  determine  the  Monthly  Payment  Date,  Policy
Months,  Policy Years,  and Policy Monthly,  Quarterly,  Semiannual,  and Annual
Anniversaries.  It is  usually  the date the  initial  premium  is  received  at
Security Benefit's Home Office.

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

POLICYOWNER OR OWNER -- The person who owns the Policy.  The Policyowner will be
the Insured unless otherwise  stated in the application.  If the Policy has been
absolutely  assigned,  the assignee becomes the Owner. A collateral  assignee is
not the Owner.

SPECIFIED  AMOUNT -- The amount  chosen by the Owner on which the initial  death
benefit is based.  The  Specified  Amount may be increased  or  decreased  under
certain circumstances.

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

VALUATION  PERIOD -- The period that starts at the close of a Valuation Date and
ends at the close of the next succeeding Valuation Date.

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                                       5
<PAGE>

                              SUMMARY OF THE POLICY

This  summary is  intended to provide a brief  overview of the more  significant
aspects of the Policy.  Further detail is provided in this Prospectus and in the
Policy.  Unless the context indicates otherwise,  the discussion in this summary
and the  remainder  of the  Prospectus  relates  to the  portion  of the  Policy
involving the Separate  Account.  The Fixed Account is briefly  described  under
"The Fixed Account," on page 25 and in the Policy.
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                                DIAGRAM OF POLICY

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                                PREMIUM PAYMENTS
                    * You can vary amount and frequency.
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                             [ARROW POINTING DOWN]

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                            DEDUCTIONS FROM PREMIUMS
       * Premium Tax based upon the actual rate in the state of residence.
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                             [ARROW POINTING DOWN]

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                                   NET PREMIUM
   *  You direct  how net premium  payments  are to be  allocated  among  the
      Fixed Account and the Variable Accounts.  Each of the Variable Accounts
      invests  exclusively  in a  Series  of SBL  Fund,  which  Series  offer
      investments in diversified  portfolios of stocks,  bonds,  money market
      instruments,  a  combination  of these  securities  or in securities of
      foreign issuers. (See page 10.)
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                             [ARROW POINTING DOWN]

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                             DEDUCTIONS FROM ASSETS
*  The  monthly  deduction  for  cost of  insurance  and cost of any  riders  is
   deducted from a Policy's Accumulated Value.

*  A daily  charge  at an annual  rate of 0.90% is  deducted  from the  Variable
   Accounts for mortality and expense  risks.  A daily charge at the annual rate
   of 0.35% is  deducted  from the  Variable  Accounts  for  administration  and
   maintenance  of the  Policies.  These  charges  are not  deducted  from Fixed
   Account assets. (See page 19.)

*  Investment   advisory  fees and other fund  expenses are  deducted  from  the
   Series of SBL Fund. (See page 20.)
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                  [LEFT, CENTER AND RIGHT ARROWS POINTING DOWN]

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                                 LIVING BENEFITS
*  Within  the first 24  months  after  the  Policy  Date,  subject  to  certain
   restrictions,  the  policyowner  may exchange the policy for a fixed  benefit
   life policy issued and made available for exchange by Security Benefit.  (See
   page 27.)

*  The policy may be surrendered at any time for its  Net Cash  Surrender  Value
   with no surrender charge. (See page 18.)

*  Partial  withdrawals are available on and after the first Policy  Anniversary
   (subject to certain  restrictions).  The death  benefit will be reduced by at
   least the amount of the partial withdrawal. (See page 18.)

*  Up to six free  transfers may be made each year among the Variable  Accounts.
   (See page 14.)

*  Accelerated  payment  of up to 50%  of the  Specified  Amount  (subject  to a
   maximum benefit of the lesser of $250,000 or 50% of the Specified Amount less
   any policy debt) is available under certain  conditions to insureds suffering
   from terminal illness. (See page 29.)
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                              RETIREMENT BENEFITS
*  For loans  outstanding  during  Policy  Years one through  ten,  the net loan
   interest rate is 2 percent.  For loans outstanding after the first ten Policy
   Years, the net loan interest rate is currently 0 percent. (See page 17.)

*  Payments may be taken under one or more of five  different  payment  options.
   (See page 28.)
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                                 DEATH BENEFITS
*  Level Term Insurance Rider providing  additional  death benefit  coverage for
   family members and/or business associates is available. (See page 29.)

*  Available  as lump  sum or  under  the  five  payment  methods  available  as
   retirement benefits. (See page 28.)
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                                       6
<PAGE>

PURPOSE OF THE POLICY

     The Policy  offers a  Policyowner  insurance  protection on the life of the
Insured  through the Maturity  Date for so long as the Policy is in force.  Like
traditional fixed life insurance,  the Policy provides for a death benefit equal
to its  Specified  Amount,  accumulation  of cash value,  and surrender and loan
privileges.  Unlike traditional fixed life insurance, the Policy offers a choice
of allocation alternatives and an opportunity for the Policy's Accumulated Value
and, if elected by the  Policyowner and under certain  circumstances,  its death
benefit to grow based on investment  results.  The Policy is a flexible  premium
policy,  so that,  unlike many other  insurance  policies and subject to certain
limitations,  a  Policyowner  may choose the  amount  and  frequency  of premium
payments.

POLICY VALUES

     A Policyowner may allocate net premium  payments among the various Variable
Accounts  that  comprise the Separate  Account and that invest in  corresponding
portfolios,  known as "Series," of the SBL Fund. A Policyowner may also allocate
net premium payments to the Fixed Account.

     Depending on the investment  experience of the selected Variable  Accounts,
the Accumulated Value may increase or decrease on any day. The death benefit may
or may not increase or decrease  depending upon several  factors,  including the
death benefit  option  selected by the  Policyowner,  although the death benefit
will never decrease below the Specified  Amount provided the Policy is in force.
There is no guarantee that the Policy's Accumulated Value and death benefit will
increase.  The Policyowner  bears the investment risk on that portion of the net
premiums and Accumulated Value allocated to the Separate Account.

     The Policy will remain in force until the  earliest of the  Maturity  Date,
the death of the Insured, or a full surrender of the Policy,  unless, before any
of these events,  Net Cash Surrender  Value is  insufficient  to pay the current
monthly  deduction on a Monthly  Payment Date and a Grace Period expires without
sufficient  additional  premium payment or loan repayment by the Policyowner.  A
Policy  will not  lapse,  however,  during the first  five  Policy  Years if the
Guaranteed  Death  Benefit  Premium  is in  effect,  or for a period of 10 to 30
Policy Years  (depending on the Age of the Insured on the Policy Date) after the
first five Policy Years if the Extended  Guaranteed  Death  Benefit  Rider is in
force.

THE DEATH BENEFIT

     A Policyowner may elect one of two Options to calculate the amount of death
benefit  payable  under the Policy.  Under  Option A, the death  benefit will be
equal to the Specified  Amount of the Policy or, if greater,  Accumulated  Value
multiplied by a death benefit percentage. Under Option B, the death benefit will
be equal to the  Specified  Amount  of the  Policy  plus the  Accumulated  Value
(determined as of the date of the Insured's  death) or, if greater,  Accumulated
Value  multiplied by a death benefit  percentage.  Policyowners  seeking to have
favorable  investment  performance  reflected in  increasing  Accumulated  Value
should  choose  Option A;  policyowners  seeking  to have  favorable  investment
performance reflected in increasing insurance coverage should choose Option B. A
Policyowner  may change the death benefit option subject to certain  conditions.
See "Death Benefit" and "Changes in Death Benefit Option," pages 14 and 15.

PREMIUM FEATURES

     Security  Benefit requires a Policyowner to pay an initial premium equal to
at least 1/12 of  Guaranteed  Death  Benefit  Premium for the first Policy Year.
Thereafter,  subject to certain limitations, a Policyowner may choose the amount
and  frequency  of  premium  payments.  The  Policy,  therefore,   provides  the
Policyowner  with the  flexibility to vary premium  payments to reflect  varying
financial conditions.

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of time.  Additional  premiums may be paid monthly under the Secur-O-Matic  plan
where the Owner  authorizes  Security  Benefit  to  withdraw  premiums  from the
Owner's  checking  account each month. The minimum initial premium required must
be paid before the Secur-O-Matic plan will be accepted by Security Benefit.  The
Policyowner  may  elect to have  premiums  paid  under the  Secur-O-Matic  plan,
pursuant to which premiums are deducted from the Owner's checking account on the
7th, 14th, 21st or 28th day of each month.

     The amount,  frequency,  and period of time over which a  Policyowner  pays
premiums may affect  whether or not the Policy will be  classified as a Modified
Endowment  Contract,  which  is a type of life  insurance  contract  subject  to
different  tax  treatment  for  certain   pre-death   distributions.   For  more
information on the tax treatment of life insurance  contracts,  including  those
classified   as  Modified   Endowment   Contracts,   see  "Federal   Income  Tax
Considerations," page 21.

     Payment of the Planned  Periodic  Premiums will not guarantee that a Policy
will  remain in force.  Instead,  the  duration of the Policy  depends  upon the
Policy's  Accumulated  Value.  Even if Planned  Periodic  Premiums are paid, the
Policy will lapse any time Accumulated Value less Policy Debt is insufficient to
pay the current monthly deduction and a Grace Period expires without  sufficient
payment,  unless the  Guaranteed  Death Benefit  Premium or Extended  Guaranteed
Death Benefit Rider is in effect.  Any premium payment must be for at least $50.
Security  Benefit also may reject or limit any premium payment that would result
in an  immediate  increase in the net amount at risk under the Policy,  although
such a premium may be accepted with satisfactory evidence of insurability.

ALLOCATION OPTIONS

     The Variable  Accounts  invest in  portfolios of a mutual fund which offers
the  Policyowner  the  opportunity  to  direct  Security  Benefit  to  invest in
diversified  portfolios  of  stocks,  bonds,  money  market  instruments,  or  a
combination of these

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                                       7
<PAGE>

securities,  or in securities of foreign issuers.  Each of the Variable Accounts
invests  exclusively in shares of a designated  portfolio  ("Series") of the SBL
Fund (the  "Fund").  There are  eleven  Series of the Fund,  each of which has a
different  investment  objective.  The Variable  Accounts and the  corresponding
Series  of  the  Fund  are:  the  Growth   Variable   Account  (Series  A);  the
Growth-Income  Variable  Account (Series B); the Money Market  Variable  Account
(Series C); the Worldwide  Equity  Variable  Account  (Series D); the High Grade
Income  Variable  Account  (Series  E); the Social  Awareness  Variable  Account
(Series  S);  the  Emerging  Growth  Variable  Account  (Series  J);  the Global
Aggressive Bond Variable  Account (Series K); the Specialized  Asset  Allocation
Variable  Account  (Series M); the Managed  Asset  Allocation  Variable  Account
(Series N); and the Equity Income  Variable  Account (Series O). See "SBL Fund,"
page 10. Security  Management  Company,  a subsidiary of Security Benefit is the
Investment  Adviser of each of the Series,  subject to the direction and control
of the Fund's Board of Directors.  The Adviser has engaged Lexington  Management
Corporation  to  serve  as  Sub-Adviser  of  Series  D and K and T.  Rowe  Price
Associates,  Inc.  to serve as  Sub-Adviser  of  Series N and O. The  Investment
Manager   has   engaged   Meridian   Investment   Management   Corporation   and
Templeton/Franklin  Investment  Services,  Inc.  to provide  certain  analytical
research services with respect to Series M.

     The  Policyowner  may choose to  allocate  net premium  payments  among the
eleven Variable  Accounts  constituting the Separate  Account,  and to the Fixed
Account.

TRANSFER OF ACCUMULATED VALUE

     The Policyowner may transfer  Accumulated Value among the Variable Accounts
and, subject to certain other limitations, between the Variable Accounts and the
Fixed  Account.  Transfers  may be made by telephone if the  Telephone  Transfer
section of the application or an Authorization  for Telephone  Requests form has
been properly completed, and signed and filed at Security Benefit's Home Office.
See "Transfer of Accumulated Value," page 14.

POLICY LOANS

     The Policyowner may borrow from Security Benefit an amount up to 80 percent
of the Policy's  Accumulated  Value,  subject to a minimum  loan of $1,000.  The
Policyowner may borrow an amount in excess of 80 percent of Accumulated Value on
Policies  issued in certain  states,  as required by  applicable  state law. The
Policy will be the only security  required for a loan. See "Policy  Loans," page
17.

     The amount of any Policy Debt is subtracted  from the death benefit or from
the Accumulated  Value upon  surrender.  See "Policy Loans," page 17. The Policy
will lapse when Net Cash Surrender  Value is  insufficient  to cover the current
monthly  deduction on a Monthly Payment Date, and a Grace Period expires without
a sufficient premium or repayment of Policy Debt.

FREE-LOOK RIGHT

     A Policyowner may obtain a full refund of the premium paid if the Policy is
returned  within  20 days  after  the  Owner  receives  it or 45 days  after the
application  for the  Policy  is  completed,  whichever  is  later.  During  the
Free-Look  Period,  net premiums will be allocated to the Money Market  Variable
Account. See "Allocation of Net Premiums," page 12.

SURRENDER RIGHT

     The Owner can  surrender  the  Policy  during the life of the  Insured  and
receive its Net Cash Surrender  Value,  which is equal to the Accumulated  Value
less any outstanding Policy Debt.

PARTIAL  WITHDRAWAL  BENEFITS

     A Partial  Withdrawal Benefit is available on and after the last day of the
first  Policy  Year.  Under  this  Benefit,  a  Policyowner  may make up to four
"Partial  Withdrawals"  of Net Cash  Surrender  Value each Policy Year after the
first Policy Year. A Partial  Withdrawal may decrease the Specified  Amount on a
Policy on which the Owner has elected death benefit  Option A, and will decrease
the death  benefit if the death  benefit is greater  than the  Specified  Amount
under either Option A or B. See "Partial Withdrawal Benefits," page 18.

     Among other  restrictions,  a Partial Withdrawal must be for at least $500,
and the Policy's Net Cash Surrender  Value after the withdrawal must be at least
$1,000,  plus an amount equal to the sum of the monthly deductions  scheduled to
be  deducted  from  the  Policy's  Accumulated  Value  in  the  36-month  period
immediately following a Partial Withdrawal.

CHARGES AND DEDUCTIONS

PREMIUM TAX

     A premium tax is deducted from each premium payment under a Policy prior to
allocation  of the net  premium  to the  Policyowner's  Accumulated  Value.  The
premium tax consists of the following item:

     * A state and local premium tax charge is assessed  against each premium to
pay applicable state and local premium taxes, currently ranging from .75 percent
to 5 percent.

DEDUCTIONS FROM ACCUMULATED VALUE

     A  charge  called  the  monthly  deduction  is  deducted  from  a  Policy's
Accumulated Value on each Monthly Payment Date. The monthly  deduction  consists
of the following items:

     * COST OF INSURANCE:  This monthly charge compensates  Security Benefit for
providing life insurance  coverage for the Insured.  The amount of the charge is
equal to a current cost of insurance  rate  multiplied by the net amount at risk
under a Policy at the beginning of the Policy Month.

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                                       8
<PAGE>

     * OPTIONAL INSURANCE  BENEFITS CHARGES:  The monthly deduction will include
charges for any optional insurance benefits added to the Policy by Rider.

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     * ADMINISTRATIVE  CHARGE:  Security Benefit deducts a daily  administrative
charge from the average  daily net assets of each  Variable  Account.  The daily
administrative charge is equal to an annual rate of .35 percent in the first ten
Policy Years and .25 percent thereafter. Security Benefit, however, reserves the
right to charge up to an annual  rate of .35  percent in all Policy  Years.  The
administrative charge is assessed to reimburse Security Benefit for the expenses
associated with administration and maintenance of the Policies.

     * MORTALITY  AND EXPENSE  RISK  CHARGE:  Security  Benefit  deducts a daily
charge from the assets of each Variable  Account for mortality and expense risks
assumed  by  Security  Benefit.  This  charge is equal to an annual  rate of .90
percent of the average  daily net assets of each  Variable  Account in the first
ten Policy Years and .70 percent thereafter. Security Benefit, however, reserves
the right to charge up to .90 percent in all Policy Years.

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit. Investment advisory fees and operating expenses of the Fund are paid by
the Fund. For a description of these charges, see "Charges and Deductions," page
19.

TAX TREATMENT OF POLICY

     The Policy is intended to produce  benefits  normally  associated with life
insurance. See "Federal Income Tax Considerations," page 21, for details.

THE FIXED ACCOUNT

     The Policyowner  may allocate all or a portion of net premium  payments and
transfer Accumulated Value to the Fixed Account.  Amounts allocated to the Fixed
Account  are  held in  Security  Benefit's  General  Account.  Security  Benefit
guarantees  that the  Accumulated  Value  allocated to the Fixed Account will be
credited  interest monthly at a rate equivalent to an effective annual rate of 4
percent.  In addition,  Security Benefit may in its sole discretion pay interest
in excess of the guaranteed amount. See "The Fixed Account," page 25.

CONTACTING SECURITY BENEFIT

     All written requests,  notices, and forms required by the Policies, and any
questions  or  inquiries   should  be  directed  to  Security   Benefit's   Life
Administration Department at 700 SW Harrison Street, Topeka, Kansas 66636-0001.

                     INFORMATION ABOUT SECURITY BENEFIT AND
                              THE SEPARATE ACCOUNT

SECURITY BENEFIT LIFE INSURANCE COMPANY

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

     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of the end of 1994,  Security  Benefit had over $13 billion of life insurance
in force and total  assets of  approximately  $2.5  billion.  Together  with its
subsidiaries, Security Benefit has total funds under management of approximately
$4.8 billion.

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

SECURITY VARILIFE SEPARATE ACCOUNT

     The Security Varilife Separate Account  ("Separate  Account") is a separate
investment  account of Security  Benefit used only to support the variable death
benefits and policy values of variable life  insurance  policies.  The assets in
the Separate Account are kept separate from the General Account assets and other
separate accounts of Security Benefit.

     Security Benefit owns the assets in the Separate Account and is required to
maintain   sufficient  assets  in  the  Separate  Account  to  meet  anticipated
obligations  of the  Policies  funded by the Account.  The  Separate  Account is
divided into subaccounts called Variable Accounts.  The income, gains, or losses
of the  Separate  Account are  credited to or charged  against the assets of the
Separate  Account  without  regard  to the  other  income,  gains,  or losses of
Security  Benefit.  Assets in the Separate Account  attributable to the reserves
and other  liabilities  under the Policies are not chargeable  with  liabilities
arising from any other business that Security Benefit conducts. Security Benefit
may  transfer  to its  General  Account  any  assets  which  exceed  anticipated
obligations of the Separate  Account.  All obligations  arising under the Policy
are general  corporate  obligations of Security  Benefit.  Security  Benefit may
invest its own assets in the  Separate  Account for other  purposes,  but not to
support Policies other than variable life insurance policies, and may accumulate
in the Separate  Account  proceeds from various  Policy  charges and  investment
results applicable to those assets.

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

     The Separate  Account was  established on September 13, 1993,  under Kansas
law under the  authority  of the Board of  Directors  of Security  Benefit.  The
Separate  Account is  registered as a unit  investment  trust with the SEC. Such
registration  does not involve any supervision by the SEC of the  administration
or investment practices or policies of the Account.

     Each Variable Account invests  exclusively in shares of a designated Series
of the Fund.  Security Benefit may in the future establish  additional  Variable
Accounts  within the Separate  Account,  which may invest in other Series of the
Fund or in other securities or other investment vehicles.

SBL FUND

     The Fund is a diversified,  open-end  management  investment company of the
series type. The Fund is registered  with the SEC under the  Investment  Company
Act of 1940. Such  registration  does not involve  supervision by the SEC of the
investments  or  investment  policy of the Fund.  The Fund  currently has eleven
separate  portfolios  ("Series"),  each of which  pursues  different  investment
objectives  and  policies.  The shares of each Series are  purchased by Security
Benefit for the corresponding Variable Account at net asset value, i.e., without
sales load. All dividends and capital gains distributions received from a Series
are automatically  reinvested in such Series at net asset value, unless Security
Benefit, on behalf of the Separate Account,  elects otherwise.  Fund shares will
be redeemed by Security Benefit at their net asset value to the extent necessary
to make payments under the Policies.

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

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

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

     SERIES A -- Amounts  allocated to the Growth Variable  Account 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  Variable  Account 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 known as "junk bonds").

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

     SERIES S -- Amounts allocated to the Social Awareness  Variable Account are
invested in Series S. The investment objective of Series S is to seek high total
return through a combination of income and capital  appreciation by investing in
various types of securities  which meet certain social criteria  established for
the Series.  Series S will invest in a diversified  portfolio of common  stocks,
convertible securities, preferred stocks and debt securities.

     SERIES J -- Amounts  allocated to the Emerging Growth Variable  Account 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

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

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

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

     SERIES M -- Amounts allocated to the Specialized Asset Allocation  Variable
Account 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  Variable
Account 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  Variable  Account are
invested in Series O. The investment objective of Series O is to seek to provide
substantial dividend income and also capital appreciation by investing primarily
in dividend-paying common stocks of established companies.

THE INVESTMENT ADVISER

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

                                   THE POLICY

     The variable life  insurance  benefits  provided by the Policies are funded
through the  Policyowner's  Accumulated  Value in the  Separate  Account and the
Fixed Account. The information included below describes the benefits,  features,
charges, and other major provisions of the Policies.

APPLICATION FOR A POLICY

     The  Policy  is  designed  to  meet  the  needs  of  individuals   and  for
corporations who wish to provide coverage and benefits for key employees. Anyone
wishing to purchase the Policy may submit an application to Security Benefit.  A
Policy can be issued on the life of an Insured  for Ages 18 up to and  including
Age 85 with  evidence of  insurability  satisfactory  to Security  Benefit.  The
Insured's Age is  calculated as of the Insured's  last birthday as of the Policy
Date.  Acceptance  is subject to  Security  Benefit's  underwriting  rules,  and
Security  Benefit  reserves the right to request  additional  information and to
reject an application.

     Each  Policy  is  issued  with a Policy  Date,  which  is the date  used to
determine the Monthly  Payment Date,  Policy  Months,  Policy Years,  and Policy
Monthly, Quarterly,  Semiannual and Annual Anniversaries.  If the application is
accompanied  by all or a portion  of the  initial  premium  and is  accepted  by
Security  Benefit,  the Policy  Date is  usually  the date the  application  and
premium  payment  were  received  at  Security  Benefit's  Home  Office.  If  an
application  is not  accompanied  by all or a  portion  of the  initial  premium
payment,  the Policy  Date is usually  the date the  application  is accepted by
Security  Benefit.  Security Benefit first becomes obligated under the Policy on
the date the total initial premium is received or on the date the application is
accepted,  whichever is later.  Any monthly  deductions due will be taken on the
Monthly  Payment Date on or next  following  the date Security  Benefit  becomes
obligated.  The initial premium must be received within 20 days after the Policy
is issued,  although  Security  Benefit may waive the 20-day  requirement at its
discretion.  If the  initial  premium  is not  received  or the  application  is
rejected  by  Security  Benefit,  the Policy  will be  canceled  and any partial
premium received will be refunded.

     Subject to Security Benefit's approval, a Policy may be backdated,  but the
Policy  Date  may  not  be  more  than  six  months  prior  to the  date  of the
application.  Backdating can be  advantageous  if the Insured's  lower issue Age
results in lower  cost of  insurance  rates.  If the  Policy is  backdated,  the
minimum initial premium  required will include  sufficient  premium to cover the
backdating  period.  Monthly  deductions  will be made for the period the Policy
Date is backdated.

     Insured's  are assigned to  underwriting  (risk)  classes which are used in
calculating the cost of insurance charges. In assigning Insureds to underwriting
classes,   Security  Benefit  will  normally  use  the  medical  or  paramedical
underwriting  method,  which may  require a medical  examination  of a  proposed
Insured,   although  other  forms  of

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

underwriting may be used when deemed appropriate by Security Benefit.

PREMIUMS

     The  Policy is a  flexible-premium  policy,  and it  provides  considerable
flexibility,  subject to the limitations described below, to pay premiums at the
Policyowner's discretion. Security Benefit usually requires a Policyowner to pay
a minimum initial premium equal to at least 1/12 of the Guaranteed Death Benefit
Premium  for the  first  Policy  Year,  which  will be based  upon the  Policy's
Specified Amount and Death Benefit Option,  any Riders added to the Policy,  and
the Age,  gender  (unless  unisex cost of insurance  rates  apply,  see "Cost of
Insurance,"  page 20),  rating  class,  and  underwriting  class of the Insured.
Thereafter, subject to the limitations described below, a Policyowner may choose
the amount and frequency of premium payments.  The Policy,  therefore,  provides
the Policyowner with the flexibility to vary premium payments to reflect varying
financial  conditions.  Security  Benefit may reduce the minimum initial premium
required  under  certain  circumstances,  such  as  for  a  group  or  sponsored
arrangements.

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of time.  Additional  premiums may be paid monthly under the Secur-O-Matic  plan
where the Owner  authorizes  Security  Benefit  to  withdraw  premiums  from the
Owner's  checking account each month on the 7th, 14th, 21st, or 28th day of each
month.   The  minimum  initial   premium   required  must  be  paid  before  the
Secur-O-Matic plan will be accepted by Security Benefit.

     The  amount,  frequency  and period of time over which a  Policyowner  pays
premiums  may  affect  whether  the  Policy  will be  classified  as a  modified
endowment  contract,  which  is a type of life  insurance  contract  subject  to
different tax treatment for certain  pre-death  distributions  than conventional
life insurance  contracts.  Accordingly,  variations  from the Planned  Periodic
Premiums on a Policy that is not  otherwise a modified  endowment  contract  may
result in the Policy becoming a modified endowment contract for tax purposes.

     Payment of the Planned  Periodic  Premium will not guarantee  that a Policy
will  remain in force.  Instead,  the  duration of the Policy  depends  upon the
Policy's  Accumulated  Value.  Even if Planned  Periodic  Premiums are paid, the
Policy will lapse any time Accumulated Value less Policy Debt is insufficient to
pay the current monthly deduction and a Grace Period expires without  sufficient
payment,  unless the  Guaranteed  Death  Benefit  Premium  provision or Extended
Guaranteed  Death  Benefit  Rider is in effect.  See  "Guaranteed  Death Benefit
Premium" below, "Lapse," page 19 and "Optional Insurance Benefits," page 29.

     Any premium  payment  must be for at least $50.  Security  Benefit also may
reject or limit any premium  payment that would result in an immediate  increase
in the net  amount at risk  under the  Policy,  although  such a premium  may be
accepted with  satisfactory  evidence of insurability.  See "Cost of Insurance,"
page 20. A premium  payment  would  result in an  immediate  increase in the net
amount at risk if the death benefit under a Policy is, or upon acceptance of the
premium would be, equal to a  Policyowner's  Accumulated  Value  multiplied by a
death benefit percentage. See "Death Benefit," page 14. If satisfactory evidence
of  insurability  is not  received,  the  payment,  or  portion  thereof  may be
returned. All or a portion of a premium payment will be rejected and returned to
the Policyowner if it would exceed the maximum premium limitations prescribed by
federal tax law, as determined by Security Benefit.

     A premium tax will be deducted from each premium payment.  See "Charges and
Deductions,"  page 19. The  remainder of the premium,  known as the net premium,
will be  allocated  as  described  below  under  "Allocation  of Net  Premiums."
Additional  payments will first be treated as additional premium payments unless
a Policyowner indicates that the payment is a repayment of Policy Debt.

GUARANTEED DEATH BENEFIT PREMIUM

     A Policyowner  may determine to pay the  Guaranteed  Death Benefit  Premium
which if paid in  advance  on at least a monthly  basis  will keep the Policy in
force  during the first five  Policy  Years even if during  that period Net Cash
Surrender Value is  insufficient  to cover the monthly  deduction on any Monthly
Payment Date. The Guaranteed Death Benefit Premium is a Planned Periodic Premium
in an amount  determined by Security  Benefit based upon the Policy's  Specified
Amount and Death Benefit  Option,  any Riders added to the Policy,  and the Age,
gender  (unless  unisex  cost of  insurance  rates  apply),  rating  class,  and
underwriting class of the Insured.  Security Benefit will send a reminder notice
if the amount of premiums paid on a Policy, less outstanding Policy Debt and any
Partial  Withdrawals,  is less than an amount  equal to the  monthly  Guaranteed
Death  Benefit  Premium times the number of Policy Months the Policy has been in
force.  If the required  payment is not made within 61 days,  measured  from the
date of the notice, the Guaranteed Death Benefit will no longer be in effect and
may not be  reinstated.  A Policy Loan taken in the first five Policy  Years may
cause the Guaranteed  Death Benefit to terminate.  As a result,  the Policy will
not have the  protection  from lapse  provided by the  Guaranteed  Death Benefit
Premium  during the first five Policy  Years.  See  "Lapse,"  page 19 and, for a
discussion of the Extended Guaranteed Death Benefit Premium Rider, see "Optional
Insurance Benefits," page 29.

ALLOCATION OF NET PREMIUMS

     In the  application for the Policy,  the  Policyowner  selects the Variable
Accounts or the Fixed  Account to which net premium  payments will be allocated.
During the Free-Look Period,  net premiums will be allocated to the Money Market
Variable  Account,  which  invests in Series C of the Fund  (except  for amounts
allocated to the Loan Account to secure a Policy loan).  The  Accumulated  Value
will be  automatically  allocated  according to the  Policyowner's

- --------------------------------------------------------------------------------
                                      12
<PAGE>

instructions  contained in the application the later of 20 days after the Policy
is issued or 45 days after the  application  is completed,  or, if longer,  upon
receipt of the minimum initial premium (the  "Free-Look  Period").  Net premiums
received  after the  Free-Look  Period will be allocated  upon receipt among the
Variable  Accounts and the Fixed  Account  according to the  Policyowner's  most
recent  instructions.  Available  allocation  alternatives  include  the  eleven
Variable Accounts and the Fixed Account.

     A  Policyowner  may change the  allocation  of net premiums by submitting a
proper written  request to Security  Benefit's  Home Office.  The minimum amount
that may be allocated to a Variable  Account or the Fixed Account is the greater
of $25 or 10 percent of the net premium.  Security Benefit allows  allocation of
only a whole  percentage  of net  premium.  Changes  in net  premium  allocation
instructions  may be made by telephone if the Telephone  Transfer Section of the
application or an  Authorization  for Telephone  Requests form has been properly
completed,  signed and filed at Security Benefit's Home Office. Security Benefit
reserves the right to discontinue telephone net premium allocation instructions.

DOLLAR COST AVERAGING OPTION

     Security Benefit  currently  offers an option under which  Policyowners may
dollar cost average their  allocations in the Variable Accounts under the Policy
by  authorizing  Security  Benefit to make periodic  allocations  of Accumulated
Value  from  any one  Variable  Account  to one or more  of the  other  Variable
Accounts.  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 values.  The option will result in the allocation of Accumulated Value to
one or more  Variable  Accounts,  and  these  amounts  will be  credited  at the
Accumulation  Unit  values  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 Variable  Account  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 Variable  Account  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 Policyowner will not have losses.

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

     To elect the Dollar Cost Averaging Option,  the Policy's  Accumulated Value
must be at least $10,000 and a Dollar Cost Averaging Request in proper form must
be received by Security  Benefit at its Home Office.  A Policyowner may not have
in effect at the same time Dollar Cost Averaging and Asset Reallocation Options.
After Security  Benefit has received a Dollar Cost  Averaging  Request in proper
form at its Home Office,  Security  Benefit will transfer  Accumulated  Value in
amounts  designated  by the  Policyowner  from the  Variable  Account from which
transfers  are to be made to the  Variable  Account  or  Accounts  chosen by the
Policyowner.  The  minimum  amount  that may be  transferred  from any  Variable
Account is $100. After the Free-Look Period, the first transfer will be effected
on the monthly or quarterly  anniversary,  whichever  corresponds  to the period
selected by the Policyowner,  of the date of receipt at Security  Benefit's Home
Office of a Dollar Cost Averaging Request in proper form, until the total amount
elected has been  transferred,  until  Accumulated Value in the Variable Account
from which transfers are made has been depleted,  or until the Policy enters the
Grace  Period.  Amounts  periodically  transferred  under  this  option  are not
currently  subject to any  transfer  charges  that may be  imposed  by  Security
Benefit.

     A Policyowner  may instruct  Security  Benefit at any time to terminate the
option by written request to Security  Benefit's Home Office. In that event, the
Accumulated  Value in the Variable  Account from which transfers were being made
that has not been transferred will remain in that Variable  Account,  subject to
monthly deductions, unless the Policyowner instructs otherwise. If a Policyowner
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 Variable Account has been depleted, or after the Dollar Cost
Averaging Option has been canceled,  a new Dollar Cost Averaging Request must be
completed and sent to Security  Benefit's Home Office and the Accumulated  Value
at the time the request is made must be at least $10,000.  Security  Benefit may
discontinue, modify, or suspend the Dollar Cost Averaging Option at any time.

     Accumulated  Value may also be dollar  cost  averaged  to or from the Fixed
Account,  provided  that  transfers  from the Fixed  Account do not  violate the
restrictions  on  transfers  from the Fixed  Account as  described in "The Fixed
Account," on page 25.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an  option  under  which  Policyowners
authorize  Security Benefit to automatically  transfer their  Accumulated  Value
each quarter to maintain a particular  percentage  allocation among the Variable
Accounts as selected by the Policyowner. The Accumulated Value allocated to each
Variable  Account  will grow or decline in value at  different  rates during the
quarter and

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                                       13
<PAGE>

Asset  Reallocation  automatically  reallocates  the  Accumulated  Value  in the
Variable  Accounts each quarter to the allocation  selected by the  Policyowner.
Asset Reallocation is intended to transfer Accumulated Value from those Variable
Accounts  that have  increased  in value to those  Variable  Accounts  that have
declined in value.  Over time,  this method of investing  may help a Policyowner
maintain an allocation of Accumulated  Value at levels that the  Policyowner has
selected  consistent  with  his or  her  personal  goals  and  objectives.  This
reallocation  method  does not  guarantee  profits,  nor does it  assure  that a
Policyowner will not have losses.  It is possible that  Accumulated  Value of an
Owner who chooses  this Option  may, at any time,  be less than the  Accumulated
Value that the Owner would have experienced had the Option not been selected.

     To elect the Asset Reallocation Option, the Accumulated Value in the Policy
must be at least $10,000 and an Asset  Reallocation  Request in proper form must
be  received  by  Security  Benefit at its Home  Office.  An Asset  Reallocation
Request  form is available  upon  request.  On the form,  the  Policyowner  must
indicate the  applicable  Variable  Accounts and the  percentage of  Accumulated
Value to be reallocated on a quarterly  basis to each Variable  Account  ("Asset
Reallocation  Program").  If the  Asset  Reallocation  Option  is  elected,  all
Accumulated  Value that is invested in the Variable Accounts must be included in
the Asset Reallocation  Program, and a Policyowner may not have in effect at the
same time Dollar Cost Averaging and Asset Reallocation Options.

     The Asset  Reallocation  Option will result in the transfer of  Accumulated
Value to one or more of the Variable Accounts on the date of Security  Benefit's
receipt of the Asset  Reallocation  Request in proper form and on 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 that may be imposed by Security
Benefit.

     A Policyowner may instruct  Security  Benefit at any time to terminate this
option by written request to Security  Benefit's Home Office. In that event, the
Accumulated  Value in the Variable  Accounts that has not been  transferred will
remain in those Variable Accounts, subject to monthly deductions,  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 Security
Benefit's Home Office and the Accumulated  Value at the time the request is made
must be at least $10,000. Security Benefit may discontinue,  modify, or suspend,
and reserves the right to charge a fee for the Asset Reallocation  Option at any
time.

     Accumulated  Value  invested  in the Fixed  Account  may be included in the
Asset  Reallocation  Program,  provided that transfers from the Fixed Account do
not violate the restrictions on transfers from the Fixed Account as described in
"The Fixed Account" on page 25.

TRANSFER OF ACCUMULATED VALUE

     Accumulated  Value may be transferred  after the Free-Look Period among the
Variable  Accounts by the  Policyowner  upon proper written  request to Security
Benefit's Home Office.  Transfers  (other than transfers in connection  with the
Dollar Cost Averaging or Asset Reallocation Options) may be made by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone  Requests  form has been  properly  completed  and signed and filed at
Security  Benefit's  Home Office.  The minimum amount that may be transferred is
$500,  except that this  minimum  amount does not apply to  transfers  under the
Dollar Cost Averaging and Asset Reallocation  Options.  Currently,  there are no
limitations  on the  number of  transfers  between  Variable  Accounts,  nor any
minimum  amount  required to be remaining in a given  Variable  Account  after a
transfer  (except  as  required  under  the  Dollar  Cost  Averaging  and  Asset
Reallocation  Options).  However,  no transfer may be made if a Policy is in the
Grace  Period and a payment  required to avoid lapse is not paid.  See  "Lapse,"
page 19. No charges are currently imposed upon such transfers; however, Security
Benefit reserves the right to allow six free transfers in any Policy Year and to
charge $25 for each additional  transfer.  Security Benefit further reserves the
right at a future date to limit the size of transfers and remaining balances, to
limit the  number and  frequency  of  transfers,  and to  discontinue  telephone
transfers.

     Accumulated  Value may also be transferred  after the Free-Look Period from
the Variable  Accounts to the Fixed Account;  however,  transfers from the Fixed
Account to the  Variable  Accounts  are  restricted  as  described in "The Fixed
Account," page 25.

DEATH BENEFIT

     When the Policy is issued,  Security  Benefit  will  determine  the initial
amount of insurance based on the instructions provided in the application.  That
amount will be shown on the specifications  page of the Policy and is called the
"Specified  Amount."  The  minimum  Specified  Amount at issuance of a Policy is
$100,000.  Security Benefit may reduce the minimum  Specified Amount required at
issuance   under  certain   circumstances,   such  as  for  group  or  sponsored
arrangements.

     For so long as the Policy  remains in force,  Security  Benefit will,  upon
proof  of the  death  of an  Insured,  pay  death  benefit  proceeds  to a named
Beneficiary.  Death benefit proceeds will consist of the death benefit under the
Policy,  plus  any  insurance  proceeds  provided  by  Rider,   reduced  by  any
outstanding Policy Debt (and, if in the Grace Period, any overdue charges).

     Each Policyowner may select one of two death benefit  options:  Option A or
Option B.  Generally,  an applicant  designates  the death benefit option in the
application.  If no

- --------------------------------------------------------------------------------
                                       14
<PAGE>

option is designated,  Option A will be assumed by Security Benefit to have been
selected. Subject to certain restrictions,  the Policyowner can change the death
benefit  option  selected.  So long as the Policy  remains  in force,  the death
benefit under either option will never be less than the Specified  Amount of the
Policy.

     OPTION A. Under Option A, the death  benefit will be equal to the Specified
Amount of the Policy or, if greater, Accumulated Value (determined as of the end
of the Valuation  Period  during which the Insured  dies)  multiplied by a death
benefit  percentage.  The death benefit percentages vary according to the Age of
the  Insured  and will be at least  equal to the cash value  corridor in Section
7702 of the Internal  Revenue Code,  which  addresses  the  definition of a life
insurance policy for tax purposes.  The death benefit  percentage is 250 percent
for an Insured at Age 40 or under,  and it declines for older Insureds.  A table
showing the death benefit  percentages is in the Appendix to this Prospectus and
in the  Policy.  Policyowners  who  are  seeking  to have  favorable  investment
performance  reflected in increasing  Accumulated  Value,  and not in increasing
insurance coverage, should choose Option A.

     OPTION B. Under Option B, the death  benefit will be equal to the Specified
Amount of the Policy plus the Accumulated Value (determined as of the end of the
Valuation  Period  during  which the Insured  dies) or, if greater,  Accumulated
Value multiplied by a death benefit percentage.  The specified percentage is the
same as that used in connection with Option A and as stated in the Appendix. The
death  benefit  under  Option B will always vary as  Accumulated  Value  varies.
Therefore,  Policyowners  who  seek to  have  favorable  investment  performance
reflected in increased insurance coverage should choose Option B.

     EXAMPLES  OF  OPTIONS  A AND B.  The  following  examples  demonstrate  the
determination  of death  benefits under Options A and B. The examples show three
Policies  --  Policies  I, II, and III -- with the same  Specified  Amount,  but
Accumulated  Values that vary as shown, and which assume an Insured is Age 40 at
the time of death and that there is no outstanding Policy Debt.

                                  POLICY I      POLICY II      POLICY III
                                  --------      ---------      ----------
Specified Amount                  $100,000      $100,000        $100,000
Accumulated Value
     on Date of Death             $ 25,000      $ 50,000        $ 75,000
Death Benefit Percentage              250%          250%            250%
Death Benefit Under Option A      $100,000      $125,000        $187,500
Death Benefit Under Option B      $125,000      $150,000        $187,500

     Under Option A, the death benefit for Policy I is equal to $100,000,  since
the death  benefit is the  greater of the  Specified  Amount  ($100,000)  or the
Accumulated  Value  at  the  date  of  death  multiplied  by the  death  benefit
percentage ($25,000 x 250% = $62,500). In contrast, for both Policies II and III
under Option A, the Accumulated Value multiplied by the death benefit percentage
($50,000 x 250% = $125,000  for Policy II;  $75,000 x 250% = $187,500 for Policy
III) is greater than the Specified  Amount  ($100,000),  so the death benefit is
equal to the higher  value.  Under  Option B, the death  benefit for Policy I is
equal to $125,000  since the death  benefit is the greater of  Specified  Amount
plus Accumulated  Value ($100,000 + $25,000 = $125,000) or the Accumulated Value
multiplied  by  the  death  benefit  percentage  ($25,000  x  250%  =  $62,500).
Similarly,  in Policy II, Specified  Amount plus  Accumulated  Value ($100,000 +
$50,000 = $150,000) is greater than  Accumulated  Value  multiplied by the death
benefit percentage ($50,000 x 250% = $125,000).  In contrast, in Policy III, the
Accumulated Value multiplied by the death benefit  percentage  ($75,000 x 250% =
$187,500) is greater than the Specified Amount plus Accumulated  Value ($100,000
+ $75,000 = $175,000), so the death benefit is equal to the higher value.

     All  calculations  of  death  benefit  will  be  made  as of the end of the
Valuation  Period during which the Insured dies.  Death benefit  proceeds may be
paid to a  Beneficiary  in a lump sum or under a payment plan offered  under the
Policy. The Policy should be consulted for details.

CHANGES IN DEATH BENEFIT OPTION

     A Policyowner may request that the death benefit option under the Policy be
changed  from Option A to Option B, or from Option B to Option A. Changes in the
death benefit option may be made only once per Policy Year, and requests  should
be made in writing to Security  Benefit's Home Office. A change from Option B to
Option A may be made without evidence of insurability; a change from Option A to
Option B will require evidence of insurability satisfactory to Security Benefit.
The  effective  date of any such change shall be the Monthly  Payment Date on or
next following Security Benefit's acceptance of the request.

     A change in the death  benefit  from  Option A to Option B will result in a
reduction  in the  Specified  Amount of the Policy by the amount of the Policy's
Accumulated Value, with the result that the death benefit payable under Option B
at the time of the change  will equal that which would have been  payable  under
Option A immediately  prior to the change.  The change in option will affect the
determination  of the death benefit from that point on since  Accumulated  Value
will then be added to the new Specified Amount,  and the death benefit will then
vary with  Accumulated  Value.  This  change will not be  permitted  if it would
result in a Specified  Amount of less than $100,000  although  Security  Benefit
reserves the right to waive this minimum  under certain  circumstances,  such as
for group or sponsored  arrangements.  No charge is  currently  made on a change
from Option A to Option B.

     A change in the death benefit  option from Option B to Option A will result
in an  increase  in the  Specified  Amount of the  Policy  by the  amount of the
Policy's Accumulated Value, with the result that the death benefit payable under
Option A at the time of the change will equal that which would have been payable
under Option B immediately  prior to the change.  However,  the change in option
will affect the

- --------------------------------------------------------------------------------
                                       15
<PAGE>

determination  of the death  benefit  from that  point on since the  Accumulated
Value will no longer be added to the Specified  Amount in determining  the death
benefit.  From that point on,  the death  benefit  will equal the new  Specified
Amount (or, if higher,  the  Accumulated  Value times the  applicable  specified
percentage). No charge is currently made on a change from Option B to Option A.

     A change in death  benefit  option may affect the monthly cost of insurance
charge since this charge varies with the net amount at risk,  which generally is
the amount by which the death benefit exceeds  Accumulated  Value.  See "Cost of
Insurance," page 20. Assuming that the Policy's death benefit would not be equal
to Accumulated  Value times a death benefit  percentage under either Option A or
B, changing from Option B to Option A will generally  decrease the net amount at
risk, and therefore decrease the cost of insurance charges. Changing from Option
A to Option B will generally  result in a net amount at risk that remains level.
Such a change,  however,  will result in an  increase  in the cost of  insurance
charges over time, since the cost of insurance rates increase with the Insured's
Age.

CHANGES IN SPECIFIED AMOUNT

     A Policyowner  may request an increase or decrease in the Specified  Amount
under a Policy  after the first Policy Year  subject to approval  from  Security
Benefit.  A change in  Specified  Amount may only be made once per Policy  Year.
Increasing the Specified Amount could increase the death benefit under a Policy,
and decreasing the Specified Amount could decrease the death benefit. The amount
of change in the death benefit will depend,  among other things,  upon the death
benefit  option  chosen  by the  Policyowner  and the  degree to which the death
benefit  under a Policy  exceeds  the  Specified  Amount  prior  to the  change.
Changing the  Specified  Amount could affect the  subsequent  level of the death
benefit while the Policy is in force and the subsequent  level of Policy values.
An  increase in  Specified  Amount may  increase  the net amount at risk under a
Policy,   which  will  increase  a  Policyowner's   cost  of  insurance  charge.
Conversely,  a decrease in Specified Amount may decrease the net amount at risk,
which will decrease a  Policyowner's  cost of insurance  charge.  An increase in
Specified  Amount made while the  Guaranteed  Death Benefit  Premium or Extended
Guaranteed Death Benefit Rider is in effect will increase the respective premium
requirements for these benefits.

     Any request for an increase or decrease in Specified Amount must be made by
written  application to Security Benefit's Home Office. It will become effective
on the Monthly Payment Date on or next following Security  Benefit's  acceptance
of the request.  If the  Policyowner is not the Insured,  Security  Benefit will
also require the consent of the Insured before accepting a request.

     INCREASES.  Additional  evidence of  insurability  satisfactory to Security
Benefit  will be  required  for an increase in  Specified  Amount.  No charge is
currently made in connection with an increase in Specified Amount.

     DECREASES.  Any decrease in  Specified  Amount will first be applied to the
most recent  increases,  then the next most recent increases  successively,  and
finally to the original  Specified  Amount.  A decrease will not be permitted if
the  Specified  Amount  would fall below  $100,000,  although  Security  Benefit
reserves  the  right  to  waive  the  minimum  Specified  Amount  under  certain
circumstances,  such as for  group  or  sponsored  arrangements.  No  charge  is
currently  made in  connection  with a decrease.  If a decrease in the Specified
Amount would result in total  premiums paid  exceeding  the premium  limitations
prescribed  under tax law to qualify  the Policy as a life  insurance  contract,
Security Benefit will refund the Policyowner the amount of such excess above the
premium limitations, as determined by Security Benefit.

     Security Benefit reserves the right to disallow a requested  decrease,  and
will not permit a requested  decrease,  among other  reasons,  (1) if compliance
with  the  guideline  premium  limitations  under  tax law  resulting  from  the
requested  decrease would result in immediate  termination of the Policy, or (2)
if, to effect the requested decrease,  payments to the Policyowner would have to
be made  from  Accumulated  Value  for  compliance  with the  guideline  premium
limitations, and the amount of such payments would exceed the Net Cash Surrender
Value under the Policy.

POLICY VALUES

     ACCUMULATED  VALUE.  The Accumulated  Value is the sum of the amounts under
the Policy held in each Variable  Account of the Separate  Account and the Fixed
Account,  as well as the amount set aside in Security  Benefit's Loan Account to
secure any Policy Debt.

     On each Valuation Date, the portion of the  Accumulated  Value allocated to
any  particular  Variable  Account  will be adjusted  to reflect the  investment
experience of that  Variable  Account and  deduction of the  administrative  and
mortality and expense risk charges from that Variable  Account.  On each Monthly
Payment Date,  the portion of the  Accumulated  Value  allocated to a particular
Variable  Account also will be adjusted to reflect the assessment of the monthly
deduction. See "Determination of Accumulated Value," below. No minimum amount of
Accumulated Value is guaranteed. A Policyowner bears the risk for the investment
experience of Accumulated Value allocated to the Variable Accounts.

     NET CASH SURRENDER VALUE. The Net Cash Surrender Value of the Policy equals
the Accumulated Value less any outstanding  Policy Debt. The Owner can surrender
a Policy  at any time  while the  Insured  is living  and  receive  its Net Cash
Surrender Value. See "Surrender," page 18.

DETERMINATION OF ACCUMULATED VALUE

     Although  the  death  benefit  under a Policy  can  never be less  than the
Policy's  Specified  Amount,  the  Accumulated  Value will vary to a degree that
depends upon several factors,  including investment  performance of the Variable

- --------------------------------------------------------------------------------
                                       16
<PAGE>

Accounts to which Accumulated Value has been allocated, payment of premiums, the
amount of any  outstanding  Policy Debt,  Partial  Withdrawals,  and the charges
assessed  in  connection  with  the  Policy.  There  is  no  guaranteed  minimum
Accumulated  Value and the Policyowner bears the entire investment risk relating
to the investment  performance of  Accumulated  Value  allocated to the Variable
Accounts.

     The amounts  allocated to the Variable  Accounts will be invested in shares
of the  corresponding  Series of the Fund.  The  investment  performance  of the
Variable Accounts will reflect increases or decreases in the net asset value per
share of the corresponding Series and any dividends or distributions declared by
a Series.  Any  dividends or  distributions  from any Series of the Fund will be
automatically  reinvested in shares of the same Series, unless Security Benefit,
on behalf of the Separate Account, elects otherwise.

     Assets in the Variable Accounts are divided into accumulation  units, which
are a  measure  of  value  used for  bookkeeping  purposes.  When a  Policyowner
allocates  net  premiums  to a Variable  Account,  the Policy is  credited  with
accumulation  units.  In  addition,   other  transactions   including  loans,  a
surrender, Partial Withdrawals, transfers, and assessment of charges against the
Policy affect the number of accumulation  units credited to a Policy. The number
of units  credited  or  debited  in  connection  with any  such  transaction  is
determined by dividing the dollar amount of such  transactions by the unit value
of the affected  Variable  Account.  The unit value of each Variable  Account is
determined on each Valuation  Date. The number of units credited will not change
because of subsequent changes in unit value.

     The accumulation  unit value of each Variable  Account's unit initially was
$10. The unit value of a Variable Account on any Valuation Date is calculated by
adjusting the unit value from the previous Valuation Date for (1) the investment
performance  of the  Variable  Account,  which  is  based  upon  the  investment
performance  of the  corresponding  Series of the  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be  assessed  by  Security  Benefit  for income  taxes  attributable  to the
operation of the Variable  Account,  (4) the  mortality  and expense risk charge
deducted from the average  daily net assets of the Variable  Account and (5) the
administrative charge deducted from the average daily net assets of the Variable
Account.

POLICY LOANS

     The Policyowner may borrow money from Security  Benefit using the Policy as
the  only  security  for the loan by  submitting  a proper  written  request  to
Security  Benefit's  Home  Office.  A loan may be taken  any time a Policy is in
force.  The  minimum  loan that can be taken at any time is $1,000.  The maximum
amount that can be borrowed at any time is 80 percent of Accumulated  Value. The
Policyowner  may borrow an amount in excess of 80 percent of Accumulated  Value,
and the minimum loan amount may be less, on Policies issued in certain states as
required by applicable state law.

     When a Policyowner takes a loan, an amount equal to the loan is transferred
out of the  Policyowner's  Accumulated  Value in the  Variable  Accounts and the
Fixed  Account  into the Loan  Account  to  secure  the loan.  Unless  otherwise
requested by the  Policyowner,  loan amounts will be deducted  from the Variable
Accounts and the Fixed Account in the proportion that each bears to the Net Cash
Surrender Value.

     For Policy Debt  outstanding in the first ten Policy Years, the Policy loan
interest  rate  is  8.0  percent  per  year  and  for  Policy  Debt  outstanding
thereafter,  is currently 6.0 percent per year  (Security  Benefit  reserves the
right to charge up to 6.50 percent per year),  which is  equivalent to an annual
effective rate of 8.0 percent and 6.0 percent,  respectively.  Security  Benefit
will credit  interest  monthly on amounts held in the Loan Account to secure the
loan at an annual rate of 6.0 percent.

     The Owner may repay all or part of the loan at any time while the Policy is
in force.  Interest on a loan is accrued daily, and is due for the prior year on
each Policy  Anniversary.  If interest is not paid when due, it will be added to
the amount of the loan principal and interest will begin  accruing  thereon from
that date. An amount equal to the loan interest  charged will be  transferred to
the Loan Account from the Variable  Accounts and Fixed Account on a proportional
basis.

     Upon receipt of any loan  repayment,  an amount equal to the repayment will
be  transferred  from the Loan  Account  into the  Variable  Accounts  and Fixed
Account in  accordance  with the most  recent  premium  allocation  instructions
unless otherwise requested. In addition, any interest earned on the loan balance
held in the Loan Account will be transferred on each Policy  Anniversary to each
of the Variable  Accounts and Fixed Account in accordance with the Policyowner's
most recent premium allocation instructions.

     While  the  amount  to  secure  the loan is held in the Loan  Account,  the
Policyowner  forgoes the investment  experience of the Variable Accounts and the
current  interest rate of the Fixed Account on the loaned  amount.  Thus a loan,
whether or not repaid,  will have a permanent  effect on the Policy's values and
may have an effect on the  amount  and  duration  of the death  benefit.  If not
repaid,  the Policy Debt will be deducted  from the amount of death benefit paid
upon the death of the  Insured,  the  Accumulated  Value paid upon  surrender or
maturity, or the refund of premium upon exercise of the Free-Look Right.

     A loan may  affect the  length of time the  Policy  remains  in force.  The
Policy will lapse when Net Cash  Surrender  Value is  insufficient  to cover the
monthly deduction against the Policy's  Accumulated Value on any Monthly Payment
Date,  and the minimum  payment  required  is not made during the Grace  Period.
Moreover,  the Policy may enter the Grace  Period  more  quickly  when a loan is
outstanding,

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                                       17
<PAGE>

because  the loaned  amount is not  available  to cover the  monthly  deduction.
Additional  payments or repayment of a portion of Policy Debt may be required to
keep the Policy in force. See "Lapse," page 19.

     A loan will not be treated as a distribution from the Policy,  and will not
result in  taxable  income to the  Policyowner  unless  the Policy is a Modified
Endowment Contract,  in which case a loan will be treated as a distribution that
may give rise to taxable income.

     For  information  on the tax  treatment of loans,  see "Federal  Income Tax
Considerations," page 21.

BENEFITS AT MATURITY

     If the  Insured  is living on the Policy  Anniversary  next  following  the
Insured's Age 95, Security Benefit will pay to the Policyowner,  as an endowment
benefit,  the Net Cash Surrender Value.  Payment  ordinarily will be made within
seven days of the Policy  Anniversary,  although  payments  may be  postponed in
certain circumstances. See "Payments," page 27.

SURRENDER

     A Policyowner  may fully  surrender a Policy at any time during the life of
the  Insured.  The  amount  received  in the  event of a full  surrender  is the
Policy's Net Cash Surrender Value,  which is equal to its Accumulated Value less
any outstanding Policy Debt.

     A Policyowner may surrender a Policy by sending a written request  together
with the  Policy  to  Security  Benefit's  Home  Office.  The  proceeds  will be
determined as of the end of the Valuation  Period during which the request for a
surrender is  received.  At various  times,  requests may be made to surrender a
policy for which good payment has not yet been received. Accordingly, payment of
surrender  proceeds  may be  delayed  until such time as good  payment  has been
collected,  which may take up to 15 days.  A  Policyowner  may elect to have the
proceeds  paid in cash or applied under a payment plan offered under the Policy.
See "Payment  Plan," page 28. For  information on the tax effects of a surrender
of a Policy, see "Federal Income Tax Considerations," page 21.

PARTIAL WITHDRAWAL BENEFITS

     Security  Benefit  offers  a  partial   surrender   benefit  by  which  the
Policyowner  can obtain a portion of the Net Cash Surrender  Value:  the Partial
Withdrawal Benefit. The Partial Withdrawal Benefit is available on and after the
last day of the first Policy Year. Under this Benefit, a Policyowner may make up
to four "Partial Withdrawals" of Net Cash Surrender Value each Policy Year after
the first Policy Year.

     A Partial  Withdrawal  must be for at least $500, and the Policy's Net Cash
Surrender  Value after the  withdrawal  must be at least $1,000,  plus an amount
equal to the sum of the monthly  deductions  scheduled  to be deducted  from the
Policy's  Accumulated  Value in the  36-month  period  immediately  following  a
Partial Withdrawal.  In addition,  the amount of a Partial Withdrawal is further
limited on Policies on which the Owner has chosen death benefit Option A so that
the  withdrawal  will not cause the Specified  Amount to be less than  $100,000,
although  Security  Benefit  reserves  the right to waive the minimum  Specified
Amount under certain circumstances, such as for group or sponsored arrangements.

     The  Policyowner  may make a  Partial  Withdrawal  by  submitting  a proper
written request to Security  Benefit's Home Office.  At various times,  requests
may be made to  withdraw  Accumulated  Value for which good  payment has not yet
been received. Accordingly, payment of a Partial Withdrawal may be delayed until
such time as good payment has been  collected,  which may take up to 15 days. As
of the effective date of any withdrawal, the Policyowner's Accumulated Value and
Net Cash Surrender  Value will be reduced by the amount of the  withdrawal.  The
amount of the withdrawal will be allocated  proportionately to the Policyowner's
Value in the Variable Accounts and the Fixed Account unless otherwise  requested
by the  Policyowner.  If the Insured dies after the request for a withdrawal  is
sent to Security Benefit and prior to the withdrawal being effected,  the amount
of the withdrawal will be deducted from the death benefit  proceeds,  which will
be determined  without taking into account the  withdrawal.  No fee is currently
charged for a Partial Withdrawal.

     When a  Partial  Withdrawal  is made on a Policy  on which  the  Owner  has
selected  death  benefit  Option A, the  Specified  Amount  under the  Policy is
decreased  by the lesser of (1) the amount of the Partial  Withdrawal  or (2) if
the death benefit prior to the withdrawal is greater than the Specified  Amount,
the amount, if any, by which the Specified Amount exceeds the difference between
the death benefit and the amount of the Partial Withdrawal. A Partial Withdrawal
will not change the Specified Amount of a Policy on which the Owner has selected
death benefit Option B. However, assuming that the death benefit is not equal to
Accumulated Value times a death benefit percentage,  the Partial Withdrawal will
reduce the death benefit by the amount of the Partial Withdrawal.  To the extent
the death  benefit is based upon the  Accumulated  Value times the death benefit
percentage  applicable to the Insured,  a Partial Withdrawal may cause the death
benefit  to  decrease  by an  amount  greater  than the  amount  of the  Partial
Withdrawal. See "Death Benefit," page 14.

     For information on the tax treatment of Partial  Withdrawals,  see "Federal
Income Tax Considerations," page 21.

RIGHT TO EXAMINE A POLICY -- FREE-LOOK RIGHT

     The  Policyowner  has a  Free-Look  Right,  under  which the  Policy may be
returned  within 20 days after the  Policyowner  receives  it, or within 45 days
after the Owner completes the application for insurance,  whichever is later. To
exercise the Free-Look  Right, the Policy can be mailed or delivered to Security
Benefit or its agent. The returned Policy will be treated as if Security Benefit
never issued it, and Security  Benefit will  promptly  refund the full amount of
the

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                                       18
<PAGE>

premium  paid.  If the Owner has taken a loan  during a  Free-Look  Period,  the
Policy  Debt will be deducted  from the amount  refunded.  During the  Free-Look
Period,  net premiums  will be allocated to the Money Market  Variable  Account,
which invests in Series C of the Fund (except for amounts  allocated to the Loan
Account to secure a Policy loan). See "Allocation of Net Premiums," page 12.

LAPSE

     The  Policy  will  lapse  only  when  the  Net  Cash  Surrender   Value  is
insufficient  to cover  the  current  monthly  deduction  against  the  Policy's
Accumulated  Value on any  Monthly  Payment  Date,  and a Grace  Period  expires
without the Policyowner making a sufficient payment. If Net Cash Surrender Value
is  insufficient  to cover the current  monthly  deduction on a Monthly  Payment
Date,  the Owner must pay during the Grace  Period a minimum of three  times the
full monthly  deduction due on the Monthly  Payment Date when the  insufficiency
occurred to avoid  termination of the Policy.  Security  Benefit will not accept
any payment if it would cause the Policyowner's total premium payments to exceed
the maximum  permissible  premium for the  Policy's  Specified  Amount under the
Internal  Revenue  Code.  This is unlikely to occur unless the  Policyowner  has
outstanding  Policy  Debt,  in which  case he or she  could  repay a  sufficient
portion  of the  Policy  Debt  to  avoid  termination.  In  this  instance,  the
Policyowner  may wish to repay a portion of Policy Debt to avoid  recurrence  of
the  potential  lapse.  If  premium  payments  have  not  exceeded  the  maximum
permissible premiums for the Policy's Specified Amount, the Policyowner may wish
to make larger or more  frequent  premium  payments to avoid  recurrence  of the
potential lapse.

     If Net Cash Surrender Value is insufficient to cover the monthly  deduction
on a Monthly  Payment  Date,  Security  Benefit  will  deduct the amount that is
available.  Security  Benefit will notify the  Policyowner  (and any assignee of
record) of the  payment  required to keep the Policy in force.  The  Policyowner
will then have a "Grace Period" of 61 days, measured from the date the notice is
sent, to make the required payment.  The Policy will remain in force through the
Grace Period.  Failure to make the required payment within the Grace Period will
result in termination  of coverage  under the Policy,  and the Policy will lapse
with no value.  If the  required  payment is made during the Grace  Period,  any
premium  paid will be  allocated  among the  Variable  Accounts of the  Separate
Account  and the Fixed  Account in  accordance  with the  Policyowner's  current
premium  allocation  instructions.  Any monthly deduction due will be charged to
the Variable  Accounts and the Fixed Account on a  proportionate  basis.  If the
Insured dies during the Grace Period,  the death benefit proceeds will equal the
amount of the death benefit  immediately  prior to the commencement of the Grace
Period, reduced by any unpaid monthly deductions and any Policy Debt, unless the
Guaranteed  Death Benefit Premium or Extended  Guaranteed Death Benefit Rider is
in effect,  in which case,  the death  benefit will not be reduced by any unpaid
monthly deductions.

REINSTATEMENT

     Security Benefit will reinstate a lapsed Policy (but not a Policy which has
been  surrendered  for its Net Cash  Surrender  Value) at any time within  three
years after the end of the Grace  Period,  but before the Maturity Date provided
Security  Benefit  receives the following:  (1) a written  application  from the
Policyowner;  (2) evidence of insurability satisfactory to Security Benefit; and
(3) payment of all monthly  deductions that were due and unpaid during the Grace
Period, and payment of a premium at least sufficient to keep the Policy in force
for three months after the date of reinstatement.

     When the Policy is reinstated,  the Accumulated  Value will be equal to the
Accumulated  Value on the date of the lapse  subject  to the  following:  If the
Policy is reinstated  after the first Monthly Payment Date following  lapse, the
Accumulated  Value will be  reduced by the amount of Policy  Debt on the date of
lapse and no Policy  Debt will  exist on the date of the  reinstatement.  If the
Policy is  reinstated  on the Monthly  Payment Date next  following  lapse,  any
Policy Debt on the date of lapse will also be reinstated. No interest on amounts
held in Security  Benefit's  Loan Account to secure  Policy Debt will be paid or
credited between lapse and reinstatement.  Reinstatement will be effective as of
the Monthly  Payment Date on or next  following the date of approval by Security
Benefit,  and  Accumulated  Value  minus,  if  applicable,  Policy  Debt will be
allocated  among the Variable  Accounts and the Fixed Account in accordance with
the Policyowner's most recent premium allocation instructions.

                             CHARGES AND DEDUCTIONS

PREMIUM TAX

     A premium tax is deducted from each premium payment under a Policy prior to
allocation  of the net  premium  to the  Policyowner's  Accumulated  Value.  The
premium tax consists of the following item:

     STATE AND LOCAL  PREMIUM TAX  CHARGE.  A charge is  assessed  against  each
premium to pay applicable state and local premium taxes. Premium taxes vary from
state to state, and in some instances,  among municipalities.  Premium tax rates
currently  range from .75  percent to 5 percent,  but are subject to change by a
governmental entity.

DEDUCTIONS FROM ACCUMULATED VALUE

     A  charge  called  the  monthly  deduction  is  deducted  from  a  Policy's
Accumulated  Value in the Variable  Accounts and Fixed Account  beginning on the
Monthly  Payment  Date on or next  following  the date  Security  Benefit  first
becomes obligated under the Policy, and on each Monthly Payment Date thereafter.
The monthly deduction consists of the following items:

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                                       19
<PAGE>

     COST OF INSURANCE. This monthly charge compensates Security Benefit for the
anticipated  cost of paying  death  benefits in excess of  Accumulated  Value to
Beneficiaries  of  Insureds  who die.  The  amount  of the  charge is equal to a
current  cost of  insurance  rate  multiplied  by the net amount at risk under a
Policy at the  beginning of the Policy  Month.  The net amount at risk for these
purposes is equal to the amount of death benefit payable at the beginning of the
Policy  Month  divided by  1.0032737  (a  discount  factor to account for return
deemed  to be  earned  during  the  month)  less  the  Accumulated  Value at the
beginning of the Policy Month.

     The Policy  contains  guaranteed  cost of  insurance  rates that may not be
increased.  The  guaranteed  rates  are no  greater  than  certain  of the  1980
Commissioners  Standard  Ordinary  Mortality  Tables  (and where  unisex cost of
insurance rates apply, the 1980 Commissioners Ordinary Mortality Table B). These
rates are based on the Age,  rating  class  (determined  by  tobacco  use),  and
underwriting  class of the  Insured.  They are also  based on the  gender of the
Insured,  except that unisex rates are used where  appropriate  under applicable
law,  including  in the State of Montana and in Policies  purchased by employers
and employee  organizations in connection with  employment-related  insurance or
benefit  programs.  As of the date of this Prospectus,  Security Benefit charges
"current rates" that are lower (i.e., less expensive) than the guaranteed rates,
and  Security  Benefit may also  charge  current  rates in the future.  Like the
guaranteed  rates,  the  current  rates also vary with the Age,  gender,  rating
class, and underwriting class of the Insured.  In addition,  they also vary with
the  size of the  Specified  Amount,  and the  policy  duration.  Policies  with
Specified  Amounts  in excess of  $250,000  receive  more  favorable  rates than
Policies with smaller  Specified  Amounts.  The cost of insurance rate generally
increases with the Age of the Insured.

     If there have been increases in the Specified Amount,  then for purposes of
calculating the cost of insurance  charge,  the Accumulated  Value will first be
applied to the initial  Specified  Amount.  If the Accumulated Value exceeds the
initial  Specified Amount divided by 1.0032737,  the excess will then be applied
to any increase in Specified Amount in the order of the increases.  If the death
benefit equals  Accumulated  Value  multiplied by the  applicable  death benefit
percentage,  any increase in Accumulated Value will cause an automatic  increase
in the death benefit. The underwriting class and duration for such increase will
be the same as that used for the most recent increase in Specified  Amount (that
has not been eliminated through a subsequent decrease in Specified Amount).

     OPTIONAL  INSURANCE  BENEFITS  CHARGES.  The monthly deduction will include
charges for any optional  insurance  benefits added to the Policy by Rider.  See
"Optional Insurance Benefits," page 29.

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     ADMINISTRATIVE  CHARGE.  Security  Benefit  deducts a daily  administrative
charge from the average  daily net assets of each  Variable  Account.  The daily
administrative charge is equal to an annual rate of .35 percent in the first ten
Policy Years and .25 percent thereafter. Security Benefit, however, reserves the
right to charge up to an annual  rate of .35  percent in all Policy  Years.  The
administrative charge is assessed to reimburse Security Benefit for the expenses
associated with administration and maintenance of the Policies. Security Benefit
does not expect to profit from this charge.

     MORTALITY AND EXPENSE RISK CHARGE.  Security Benefit deducts a daily charge
from the assets of each Variable Account for mortality and expense risks assumed
by  Security  Benefit.  This charge is equal to an annual rate of .90 percent of
the average  daily net assets of each  Variable  Account in the first ten Policy
Years and .70 percent thereafter.  Security Benefit, however, reserves the right
to charge up to .90 percent in all Policy Years.

     The mortality  and expense risk charge is assessed to  compensate  Security
Benefit for assuming certain mortality and expense risks under the Policies. The
mortality  risk  assumed is that  Insureds,  as a group,  may live for a shorter
period of time than  estimated  and,  therefore,  the cost of insurance  charges
specified in the Policy will be insufficient to meet actual claims.  The expense
risk assumed is that other expenses  incurred in issuing and  administering  the
Policies and  operating  the  Separate  Account will be greater than the charges
assessed  for such  expenses.  Security  Benefit  will  realize a gain from this
charge to the extent it is not  needed to provide  the  mortality  benefits  and
expenses under the Policies, and will realize a loss to the extent the charge is
not sufficient. Security Benefit may use any profit derived from this charge for
any lawful purpose, including promotional expenses.

OTHER CHARGES

     Security Benefit may charge the Variable  Accounts for federal income taxes
incurred by Security  Benefit that are  attributable to the Separate Account and
its Variable  Accounts.  No such charge is currently  assessed.  See "Charge for
Security Benefit Income Taxes," page 23.

     Security Benefit will bear the operating expenses of the Separate Account.

     Each Variable Account purchases shares of the  corresponding  Series of the
underlying  Fund.  Each Series incurs certain  charges  including the investment
advisory fee and certain operating  expenses.  The Fund is a corporation that is
governed by its Board of  Directors.  The Fund's  advisory fees and its expenses
are not fixed or specified under the terms of the Policy.  The advisory fees and
other expenses are more fully described in the prospectus of the Fund.

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                                       20
<PAGE>

GUARANTEE OF CERTAIN CHARGES

     Security  Benefit  guarantees that certain charges will not increase.  This
includes the charge for mortality and expense risks, the administrative  charge,
and the guaranteed cost of insurance rates.

                                OTHER INFORMATION

FEDERAL INCOME TAX CONSIDERATIONS

     The  following  discussion  provides a general  description  of the federal
income tax considerations  relating to the Policy. This discussion is based upon
Security Benefit's  understanding of the present federal income tax laws as they
are  currently  interpreted  by  the  Internal  Revenue  Service  ("IRS").  This
discussion is not intended as tax advice.  Because of the inherent complexity of
such laws,  and the fact that tax results will vary  according to the particular
circumstances of the individual  involved,  tax advice may be needed by a person
contemplating  the purchase of the Policy. It should,  therefore,  be understood
that  these  comments  concerning  federal  income tax  consequences  are not an
exhaustive  discussion of all tax  questions  that might arise under the Policy,
and that  special  rules  which are not  discussed  herein  may apply in certain
situations.  Moreover,  no  representation  is  made  as to  the  likelihood  of
continuation of federal income tax or estate or gift tax laws, or of the current
interpretations  by the IRS or the  courts.  Future  legislation  may  adversely
affect the tax treatment of life insurance policies or other tax rules described
in this  discussion  or that relate  directly or  indirectly  to life  insurance
policies.  Finally,  these  comments do not take into account any state or local
income tax considerations which may be involved in the purchase of the Policy.

     While  Security  Benefit  believes  that the  Policy  meets  the  statutory
definition  of life  insurance,  and  hence  will  receive  federal  income  tax
treatment consistent with that of fixed life insurance,  the area of the tax law
relating to the definition of life  insurance  does not  explicitly  address all
relevant issues (including,  for example,  the treatment of the Guaranteed Death
Benefit Premium and Extended  Guaranteed Death Benefit Rider).  Security Benefit
reserves  the  right  to make  changes  to the  Policy  if  changes  are  deemed
appropriate by Security Benefit to attempt to assure qualification of the Policy
as a life insurance contract. If a Policy were determined not to qualify as life
insurance,  the Policy would not provide the tax advantages normally provided by
life  insurance.  The  discussion  below  summarizes  the tax  treatment of life
insurance contracts.  The death benefit under a Policy should be excludable from
the gross income of the  Beneficiary  (whether the Beneficiary is a corporation,
individual or other entity) under Section 101(a)(1) of the Internal Revenue Code
("IRC") for purposes of the regular  federal income tax and the owner  generally
should not be deemed to be in constructive receipt of the cash values, including
increments thereof, under the Policy until a full surrender thereof, maturity of
the Policy,  or Partial  Withdrawal.  In addition,  certain  Policy loans may be
taxable  in  the  case  of  Policies  that  are  Modified  Endowment  Contracts.
Prospective   Policyowners   that  intend  to  use  Policies  to  fund  deferred
compensation  arrangements  for their  employees  are urged to consult their tax
advisors with respect to the tax consequences of such arrangements.  Prospective
corporate  owners should  consult their tax advisors about the treatment of life
insurance in their  particular  circumstances  for  purposes of the  alternative
minimum tax  applicable  to  corporations  and the  environmental  tax under IRC
Section 59A.

     DIVERSIFICATION  REQUIREMENTS.  To comply with  regulations  under  Section
817(h)  of the  IRC,  each  Series  of the Fund is  required  to  diversify  its
investments.  Generally,  a Series is required to diversify its  investments  so
that on the last day of each quarter of a calendar year, no more than 55 percent
of the value of its assets is represented by any one investment, no more than 70
percent  is  represented  by any two  investments,  no more than 80  percent  is
represented by any three investments, and no more than 90 percent is represented
by any four investments. Securities of a single issuer generally are treated for
purposes of Section 817(h) as a single  investment.  However,  for this purpose,
each U.S.  Government agency or instrumentality is treated as a separate issuer,
and any security issued,  guaranteed, or insured (to the extent so guaranteed or
insured) by the U.S. or by an agency or  instrumentality  of the U.S. is treated
as a security  issued by the U.S.  Government or its agency or  instrumentality,
whichever is applicable.

     In certain  circumstances,  owners of variable life insurance 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 includible in the variable
contract  owner's gross income.  The IRS has stated in published  rulings that a
variable  contract owner will be considered the owner of separate account assets
if the contract owner possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (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.

     Security Benefit does not know what standards will be set forth, if any, in
the  regulations or rulings which the Treasury  Department has stated it expects
to issue. Security Benefit therefore reserves the right to modify the Policy, as
deemed appropriate by Security Benefit, to attempt to

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                                       21
<PAGE>

prevent a Policyowner 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 Fund will not have
to change any Series` investment objective or investment policies.

     TAX TREATMENT OF POLICIES.  The Technical and Miscellaneous  Revenue Act of
1988 established a new class of life insurance contracts referred to as Modified
Endowment Contracts.  With the enactment of this legislation,  the Policies will
be treated for tax purposes in one of two ways. Policies that are not classified
as Modified  Endowment  Contracts will be taxed as  conventional  life insurance
contracts, as described below. Taxation of pre-death distributions from Policies
that are classified as Modified Endowment  Contracts is somewhat  different,  as
described below.

     A life insurance  contract becomes a "Modified  Endowment  Contract" if, at
any time during the first seven contract years,  the sum of actual premiums paid
exceeds the sum of the "seven-pay premium."  Generally,  the "seven-pay premium"
is the level  annual  premium,  such  that if paid for each of the  first  seven
years,  will  fully pay for all  future  death and  endowment  benefits  under a
contract.  For example,  if the "seven-pay  premiums"  were $1,000,  the maximum
premiums  that could be paid  during the first  seven  years to avoid  "Modified
Endowment" treatment would be $1,000 in the first year, $2,000 through the first
two years,  and $3,000  through the first three years,  etc.  Under this test, a
Policy may or may not be a Modified Endowment Contract,  depending on the amount
of premium paid during each of the Policy's first seven contract years.  Changes
in death benefits under, or in other terms of, a Policy may require  "retesting"
of a Policy to  determine  if it is to be  classified  as a  Modified  Endowment
Contract.

     CONVENTIONAL  LIFE  INSURANCE  POLICIES.  If a  Policy  is  not a  Modified
Endowment Contract, upon full surrender or maturity of a Policy for its Net Cash
Surrender  Value,  the excess,  if any, of the Net Cash Surrender Value plus any
outstanding  Policy  Debt over the cost basis  under a Policy will be treated as
ordinary income for federal income tax purposes. Such a Policy's cost basis will
usually  equal the  premiums  paid less any  premiums  previously  recovered  in
Partial  Withdrawals.  Under  Section  7702 of the IRC, if a Partial  Withdrawal
occurring  within 15 years of the Policy Date is  accompanied  by a reduction in
benefits under the Policy,  special rules apply to determine whether part or all
of the cash  received  is paid out of the income of the  Policy and is  taxable.
Cash distributed to a Policyowner on Partial Withdrawals  occurring more than 15
years  after  the  Policy  Date  will  be  taxable  as  ordinary  income  to the
Policyowner  to the extent that it exceeds the cost basis under a Policy.  It is
believed that the Guaranteed Death Benefit Premium and Extended Guaranteed Death
Benefit Rider features of the Policy should not result in a deemed  distribution
under the Policy,  but, to date, the IRS has not issued  guidance  regarding the
tax treatment of features  similar to these  features;  accordingly,  the law on
this point cannot be regarded as fully settled.  If a Rider providing level term
insurance for a business  associate is added to a Policy, the Policyowner may be
deemed to receive  distributions under the Policy equal to the cost of the level
term insurance  deducted from Accumulated  Value, which may give rise to taxable
income.

     Security  Benefit also believes that loans received under Policies that are
not Modified  Endowment  Contracts will be treated as indebtedness of the owner,
and that no part of any loan  under the  Policy  will  constitute  income to the
Owner unless the Policy is surrendered or upon maturity of the Policy.  Interest
paid (or accrued by an accrual basis  taxpayer) on a loan under a Policy that is
not a  Modified  Endowment  Contract  may  be  deductible,  subject  to  several
limitations,  depending  on the use to which  the  proceeds  are put and the tax
rules applicable to the Policyowner. If, for example, the loan proceeds are used
by an  individual  for  business  or  investment  purposes,  all or  part of the
interest  expense may be deductible.  Generally,  if the Policy loan is used for
personal purposes by an individual,  the interest expense is not deductible. The
deductibility of loan interest (whether incurred under a Policy loan or on other
indebtedness) also may be subject to other limitations.  For example,  where the
interest is paid (or  accrued by an accrual  basis  taxpayer)  on a loan under a
Policy  covering  the  life  of an  officer,  employee,  or  person  financially
interested  in the trade or business of the  Policyowners,  the  interest may be
deductible to the extent that the interest is  attributable to the first $50,000
of the Policy Debt. Other tax law provisions may limit the deduction of interest
payable  on loan  proceeds  that are used to  purchase  or  carry  certain  life
insurance policies.

     MODIFIED  ENDOWMENT  CONTRACTS.   Pre-death   distributions  from  Modified
Endowment  Contracts  may give rise to taxable  income.  Upon full  surrender or
maturity of the Policy,  the  Policyowner  would  recognize  ordinary income for
federal  income tax purposes equal to the amount by which the Net Cash Surrender
Value plus  Policy  Debt  exceeds  the  investment  in the Policy  (usually  the
premiums paid plus certain  pre-death  distributions  that were taxable less any
premiums  previously  recovered that were  excludable  from gross income).  Upon
Partial  Withdrawals and Policy loans, the Policyowner would recognize  ordinary
income  to the  extent  allocable  to  income  (which  includes  all  previously
non-taxed gains) on the Policy.  The amount allocated to income is the amount by
which the  Accumulated  Value of the  Policy  exceeds  investment  in the Policy
immediately before the distribution.  Under a tax law provision,  if two or more
policies which are classified as Modified Endowment Contracts are purchased from
any one insurance company, including Security Benefit, during any calendar year,
all such policies will be aggregated for purposes of determining  the portion of
the pre-death  distribution  allocable to income on the policies and the portion
allocable to investment in the policies.

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                                       22
<PAGE>

     Amounts received under a Modified  Endowment  Contract that are included in
gross income are subject to an additional  tax equal to 10 percent of the amount
included in gross income, unless an exception applies. The 10 percent additional
tax does not apply to any amount received:  (i) when the taxpayer is at least 59
1/2 years old; (ii) which is attributable to the taxpayer becoming disabled;  or
(iii) which is part of a series of  substantially  equal periodic  payments (not
less  frequently  than annually)  made for the life (or life  expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his
or her beneficiary.

     If a Policy was not  originally a Modified  Endowment  Contract but becomes
one,  under  Treasury  Department  regulations  which are yet to be  prescribed,
pre-death  distributions  received in  anticipation  of a failure of a Policy to
meet the  seven-pay  premium test are to be treated as  pre-death  distributions
from a  Modified  Endowment  Contract  (and,  therefore,  are to be  taxable  as
described above) even though, at the time of the  distribution(s) the Policy was
not yet a Modified Endowment  Contract.  For this purpose,  pursuant to the IRC,
any  distribution  made within two years  before the Policy is  classified  as a
Modified  Endowment  Contract shall be treated as being made in  anticipation of
the Policy's failing to meet the seven-pay premium test.

     It is  unclear  whether  interest  paid (or  accrued  by an  accrual  basis
taxpayer)  on  Policy  Debt  with  respect  to  a  Modified  Endowment  Contract
constitutes  interest for federal  income tax  purposes.  If it does  constitute
interest, it may be deductible, subject to several limitations, depending on the
use to  which  the  proceeds  are  put  and  the  tax  rules  applicable  to the
Policyowner.  If, for example,  the loan proceeds are used by an individual  for
business or  investment  purposes,  all or part of the  interest  expense may be
deductible.  Generally,  if the Policy loan is used for personal  purposes by an
individual,  the interest expense is not deductible.  The  deductibility of loan
interest  (whether incurred under a Policy loan or on other  indebtedness)  also
may be subject to other limitations. For example, where the interest is paid (or
accrued by an accrual basis taxpayer) on a loan under a Policy covering the life
of an  officer,  employee,  or  person  financially  interested  in the trade or
business of the Policyowners,  the interest may be deductible to the extent that
the interest is attributable to the first $50,000 of the Policy Debt.  Other tax
law provisions may limit the deduction of interest payable on loan proceeds that
are used to purchase or carry certain life insurance policies.

     REASONABLENESS  REQUIREMENT FOR CHARGES.  Another  provision of the tax law
deals with  allowable  charges for mortality  costs and other  expenses that are
used in making  calculations to determine  whether a contract  qualifies as life
insurance for federal income tax purposes. These calculations must be based upon
(i) mortality charges that meet the reasonable mortality charge requirements set
forth in the IRC and (ii) other charges reasonably expected to be actually paid.
The  Treasury  Department  is  expected  to  promulgate   regulations  governing
reasonableness  standards for mortality and other  charges.  The area of the law
relating  to  reasonableness  standards  for  mortality  and  other  charges  is
currently  based  on  statutory  language  and IRS  pronouncements  which do not
explicitly  address all relevant  issues.  Accordingly,  while Security  Benefit
believes that the mortality costs and other expenses used in making calculations
to determine  whether the Policy  qualifies as life  insurance  meet the current
standards,  it cannot offer complete assurance since the law in this area is not
fully developed.  It is possible that future  regulations will contain standards
that would  require  Security  Benefit to modify its mortality and other charges
used for the purposes of the  calculations in order to retain the  qualification
of the Policy as life  insurance for federal  income tax purposes,  and Security
Benefit reserves the right to make any such modifications.

     ACCELERATED  BENEFIT  FOR  TERMINAL  ILLNESS.  An  Accelerated  Benefit for
Terminal  Illness  Rider  (the  "Accelerated  Benefit  Rider") is  available  in
connection with the Policy.  Benefits under the Accelerated Benefit Rider may be
taxable.  In  addition,  there may be a question as to whether a life  insurance
policy that has an accelerated  living benefits rider can meet certain technical
aspects of the definition of "life  insurance  contract"  under the IRC. The IRS
has issued proposed regulations, and legislation has been introduced,  providing
(i) that  accelerated  living  benefits which meet certain  requirements  can be
received  without  incurring a federal  income tax and (ii) for the treatment of
accelerated living benefits riders under the definitional requirements of a life
insurance  contract.  The precise rules which will be  incorporated in any final
regulations or legislation are not known. Security Benefit reserves the right to
(but is not obligated to) modify the  Accelerated  Benefit Rider to conform with
the rules under any final regulations or legislation.  Policyowners  considering
adding an Accelerated Benefit Rider or exercising rights under that rider should
first consult a qualified tax advisor.

     OTHER. Federal estate and gift and state and local estate, inheritance, and
other tax  consequences of ownership or receipt of Policy proceeds depend on the
jurisdiction and the circumstances of each owner or Beneficiary.

     For  complete   information  on  federal,   state,   local  and  other  tax
considerations, a qualified tax adviser should be consulted.

SECURITY  BENEFIT DOES NOT MAKE ANY  GUARANTEE  REGARDING  THE TAX STATUS OF ANY
POLICY.

CHARGE FOR SECURITY BENEFIT INCOME TAXES

     For federal  income tax  purposes,  variable  life  insurance  generally is
treated in a manner consistent with fixed life insurance.  Security Benefit will
review the question of a charge to the Separate  Account for Security  Benefit's
federal income taxes  periodically.  A charge may be made for any federal income
taxes  incurred  by  Security  Benefit  that are  attributable  to the  Separate
Account. This might become necessary if the tax treatment of Security Benefit is
ultimately  determined to be other than what Security Benefit currently

- --------------------------------------------------------------------------------
                                       23
<PAGE>

believes it to be, if there are changes made in the federal income tax treatment
of variable life  insurance at the  insurance  company  level,  or if there is a
change in Security Benefit's tax status.

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

VOTING OF FUND SHARES

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

     The person having the voting  interest  under a Policy is the  Policyowner.
Unless  otherwise  required by applicable law, the number of votes as to which a
Policyowner  will have the right to instruct  will be  determined  by dividing a
Policyowner's Accumulated Value in a Variable Account by the net asset value per
share of the corresponding Series of the Fund. Fractional votes will be counted.
The number of votes as to which a  Policyowner  will have the right to  instruct
will be determined as of the date  coincident  with the date  established by the
Fund for determining  shareholders  eligible to vote at the meeting of the Fund.
If required by the Securities and Exchange Commission, Security Benefit reserves
the right to determine in a different fashion the voting rights  attributable to
the shares of the Fund based upon the instructions  received from  Policyowners.
Voting instructions may be cast in person or by proxy.

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

DISREGARD OF VOTING INSTRUCTIONS

     Security   Benefit  may,  when  required  by  state  insurance   regulatory
authorities,  disregard  voting  instructions if the  instructions  require that
voting rights be exercised so as to cause a change in the  subclassification  or
investment  objective  of a Series or to approve  or  disapprove  an  investment
advisory  contract.  In addition,  Security  Benefit itself may disregard voting
instructions of changes  initiated by  Policyowners in the investment  policy or
the  investment  adviser  (or  portfolio  manager)  of a Series,  provided  that
Security  Benefit's  disapproval  of the change is reasonable  and is based on a
good faith  determination  that the  change  would be  contrary  to state law or
otherwise  inappropriate,  considering the Series'  objectives and purpose,  and
considering the effect the change would have on Security  Benefit.  In the event
Security  Benefit does disregard voting  instructions,  a summary of that action
and the  reasons  for  such  action  will be  included  in the  next  report  to
Policyowners.

REPORT TO OWNERS

     A statement  will be sent at least  annually to each  Policyowner,  setting
forth  a  summary  of the  transactions  which  occurred  during  the  year  and
indicating the death benefit,  Specified  Amount,  Accumulated  Value,  Net Cash
Surrender Value,  and any Policy Debt. In addition,  the statement will indicate
the  allocation  of  Accumulated  Value among the Fixed Account and the Variable
Accounts and any other information  required by law.  Confirmations will be sent
out upon premium payments,  transfers, loans, loan repayments,  withdrawals, and
surrenders.

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

SUBSTITUTION OF INVESTMENTS

     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to, deletions from, or substitutions  for the
securities that are held by the Separate Account or any Variable Account or that
the Separate Account or any Variable  Account may purchase.  If shares of any or
all of the Series of the Fund should no longer be available for  investment,  or
if, in the judgment of Security  Benefit's  management,  further  investment  in
shares of any or all Series of the Fund should become  inappropriate  in view of
the purposes of the Policies,  Security Benefit may substitute shares of another
Series of the Fund or of a different fund for shares already purchased, or to be
purchased in the future under the Policies.

- --------------------------------------------------------------------------------
                                       24
<PAGE>

     Where   required,   Security   Benefit  will  not   substitute  any  shares
attributable to a Policyowner's  interest in a Variable  Account or the Separate
Account  without  notice,   Policyowner  approval,  or  prior  approval  of  the
Securities  and Exchange  Commission  and without  following the filing or other
procedures established by applicable state insurance regulators.

     Security Benefit also reserves the right to establish  additional  Variable
Accounts of the Separate Account,  each of which would invest in a new Series of
the Fund,  or in shares of another  investment  company,  a series  thereof,  or
suitable investment vehicle, with a specified investment objective. New Variable
Accounts may be established  when, in the sole  discretion of Security  Benefit,
marketing needs or investment  conditions warrant, and any new Variable Accounts
will be made available to existing  Policyowners  on a basis to be determined by
Security  Benefit.  Security  Benefit may also  eliminate  one or more  Variable
Accounts if, in its sole discretion, marketing, tax, or investment conditions so
warrant.

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

CHANGES TO COMPLY WITH LAW

     Security  Benefit  reserves the right to make any change without consent of
Policyowners   to  the  provisions  of  the  Policy  to  comply  with,  or  give
Policyowners the benefit of, any Federal or State statute,  rule, or regulation,
including but not limited to,  requirements  for life insurance  contracts under
the Internal  Revenue Code,  under  regulations  of the United  States  Treasury
Department or any state.

                             PERFORMANCE INFORMATION

     Performance  information for the Variable  Accounts of the Separate Account
may appear in  advertisements,  sales literature,  or reports to Policyowners or
prospective  purchasers.  Performance  information  in  advertisements  or sales
literature may be expressed in any fashion permitted under applicable law, which
may  include  presentation  of a change  in a  Policyowner's  Accumulated  Value
attributable to the performance of one or more Variable Accounts, or as a change
in  Policyowner's  death benefit.  Performance  quotations may be expressed as a
change in a Policyowner's Accumulated Value over time or in terms of the average
annual compounded rate of return on the Policyowner's  Accumulated  Value, based
upon a hypothetical Policy in which premiums have been allocated to a particular
Variable  Account over certain  periods of time that will include one,  five and
ten years, or from the commencement of operation of the Variable Account if less
than one, five, or ten years.  Performance information based upon a hypothetical
Policy may also be quoted for periods beginning prior to the availability of the
Policies  based upon  performance  of the Fund and the charges under the Policy.
Any such  quotation may reflect the deduction of all  applicable  charges to the
Policy including premium tax, the cost of insurance,  the administrative charge,
and the mortality and expense risk charge.  Performance information for the Fund
may be simultaneously shown.

     Performance  information  for  a  Variable  Account  may  be  compared,  in
advertisements,  sales  literature,  and reports to Policyowners to, among other
things:  (i) other variable life separate  accounts or investment,  savings,  or
insurance  products  tracked by  research  firms,  rating  services,  companies,
publications,  or persons who rank separate  accounts or investment  products on
overall  performance  or  other  criteria;  and (ii) the  Consumer  Price  Index
(measure for inflation) to assess the real rate of return from the purchase of a
Policy.  Reports and promotional  literature may also contain Security Benefit's
rating or a rating of Security Benefit's  claim-paying  ability as determined by
firms that analyze and rate  insurance  companies and by  nationally  recognized
statistical  rating  organizations,  and may show the  effects  of  tax-deferred
compounding on a Policyowner's  rate of return,  on Accumulated Value or returns
in general, and may include a comparison at various points in time of the return
on the Policy or  tax-deferred  returns in general  with the return on a taxable
basis.

     Performance  information for any Variable  Account of the Separate  Account
reflects only the performance of a hypothetical  Policy whose  Accumulated Value
is allocated to the Variable  Account  during a particular  time period on which
the  calculations  are based.  Performance  information  should be considered in
light of the investment objectives and policies,  characteristics and quality of
the Series of the Fund in which the  Variable  Account  invests,  and the market
condition  during the given  period of time,  and should  not be  considered  as
representative of what may be achieved in the future.

                                THE FIXED ACCOUNT

     Policyowners  may allocate  all or a portion of their net premium  payments
and transfer Accumulated Value to the Fixed Account of Security Benefit. Amounts
allocated to the Fixed Account become part of the "General  Account" of Security
Benefit, which supports insurance and annuity obligations.  Because of exemptive
and  exclusionary  provisions,  interests  in the  Fixed  Account  have not been

- --------------------------------------------------------------------------------
                                       25
<PAGE>

registered  under the Securities Act of 1933, and the Fixed Account has not been
registered as an investment  company under the  Investment  Company Act of 1940.
Accordingly,  neither the Fixed  Account nor any  interest  therein is generally
subject  to the  provisions  of these  Acts and,  as a result,  the staff of the
Securities  and Exchange  Commission  has not reviewed  the  disclosure  in this
Prospectus  relating  to the  Fixed  Account.  Disclosures  regarding  the Fixed
Account may, however, be subject to certain generally  applicable  provisions of
the  federal  securities  laws  relating to the  accuracy  and  completeness  of
statements made in the Prospectus. For more details regarding the Fixed Account,
see the Policy itself.

GENERAL DESCRIPTION

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

     The  Policyowner  may elect to allocate  net premium  payments to the Fixed
Account,  the Separate  Account,  or both.  The  Policyowner  may also  transfer
Accumulated  Value from the  Variable  Accounts of the  Separate  Account to the
Fixed Account,  or from the Fixed Account to the Variable  Accounts,  subject to
the  limitations   described  below.   Security  Benefit   guarantees  that  the
Accumulated  Value in the Fixed Account will be credited with a minimum interest
rate of .32737 percent per month,  compounded  monthly,  for a minimum effective
annual rate of 4 percent.  Such interest  will be paid  regardless of the actual
investment experience of the Fixed Account. In addition, Security Benefit may in
its sole  discretion  pay  interest at a rate  ("Current  Rate") that  exceeds 4
percent. (The portion of a Policyowner's Accumulated Value that has been used to
secure Policy Debt will be credited with an interest rate of .48676  percent per
month, compounded monthly, for an effective annual rate of 6 percent.)

     Accumulated  Value that is allocated or  transferred  to the Fixed  Account
during one month may be credited  with a  different  Current  Rate than  amounts
allocated or transferred to the Fixed Account in another  month.  Therefore,  at
any given time, various portions of a Policyowner's  Accumulated Value allocated
to the Fixed  Account  may be  earning  interest  at  different  Current  Rates,
depending upon the month during which such portions were originally allocated or
transferred to the Fixed  Account.  Security  Benefit bears the full  investment
risk for the Accumulated Value allocated to the Fixed Account.

DEATH BENEFIT

     The death  benefit  under the Policy will be determined in the same fashion
for a  Policyowner  who has  Accumulated  Value in the  Fixed  Account  as for a
Policyowner  who has  Accumulated  Value in the  Variable  Accounts.  The  death
benefit under Option A will be equal to the  Specified  Amount of the Policy or,
if greater,  Accumulated Value multiplied by a death benefit  percentage.  Under
Option B, the death benefit will be equal to the Specified  Amount of the Policy
plus the Accumulated  Value or, if greater,  Accumulated  Value  multiplied by a
death benefit percentage. See "Death Benefit," page 14.

POLICY CHARGES

     The mortality and expense risk and administrative  charges are not assessed
against  Accumulated Value allocated to the Fixed Account.  Other policy charges
will be the  same  for  Policyowners  who  allocate  net  premiums  or  transfer
Accumulated  Value to the Fixed  Account as for  Policyowners  who  allocate net
premiums to the Variable  Accounts.  These  charges  consist of the premium tax,
consisting of the state and local premium tax charge,  and the  deductions  from
Accumulated  Value,  including  the charges for the cost of  insurance,  and the
charge for any  optional  insurance  benefits  added by rider.  Any amounts that
Security  Benefit pays for income taxes allocable to the Variable  Accounts will
not be charged against the Fixed Account. In addition, the operating expenses of
the Variable  Accounts,  as well as the  investment  advisory fee charged by the
Fund,  will not be paid directly or indirectly by Policyowners to the extent the
Accumulated Value is allocated to the Fixed Account;  however, such Policyowners
will not participate in the investment experience of the Variable Accounts.

TRANSFERS, SURRENDERS, WITHDRAWALS, AND POLICY LOANS

     Amounts may be  transferred  after the  Free-Look  Period from the Variable
Accounts  to the  Fixed  Account  and from the  Fixed  Account  to the  Variable
Accounts,  subject to the following  limitations.  The  Policyowner may transfer
from the Fixed Account to the Variable Accounts in any Policy Year not more than
the greater of one third of the  Accumulated  Value in the Fixed  Account at the
time of the transfer, $5,000 or 120 percent of the Accumulated Value transferred
from the Fixed Account during the previous Policy Year. Accumulated Value in the
Fixed Account may be transferred  pursuant to the Dollar Cost Averaging or Asset
Reallocation Options subject to this limitation.  The minimum amount that may be
transferred is $500,  except that this minimum does not apply to transfers under
the Dollar Cost Averaging or Asset Reallocation Options.  Currently, there is no
charge imposed upon transfers;  however,  Security Benefit reserves the right to
assess a charge of $25 per transfer in the future to the extent transfers exceed
six in any  Policy  Year  and to  impose  other  limitations  on the  number  of
transfers,  the  amount of  transfers,  and the  amount  remaining  in the Fixed
Account or Variable Accounts after a transfer.

     The Policyowner  may also make full  surrenders and Partial  Withdrawals to
the same extent as a Policyowner who has invested in the Variable Accounts.  See
"Surrender" and "Partial Withdrawal Benefits," page 18. Policyowners  allocating
Accumulated  Value in the Fixed  Account may

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

borrow up to 80 percent of Net Cash Surrender  Value.  See "Policy  Loans," page
17. Transfers,  surrenders,  and withdrawals payable from the Fixed Account, and
Policy loans made from Contract  Value  allocated to the Fixed  Account,  may be
delayed for up to six months.

                              MORE ABOUT THE POLICY

OWNERSHIP

     The  Policyowner is the individual  named as such in the  application or in
any later  change  shown in  Security  Benefit's  records.  While the Insured is
living, the Policyowner alone has the right to receive all benefits and exercise
all rights that the Policy grants or Security Benefit allows.

     JOINT  OWNERS.  If more than one person is named as  Policyowner,  they are
joint owners. Any Policy transaction requires the signature of all persons named
jointly.  Unless otherwise provided,  if a joint owner dies, ownership passes to
the surviving joint owner(s).  When the last joint owner dies,  ownership passes
through that person's estate, unless otherwise provided.

BENEFICIARY

     The  Beneficiary is the individual  named as such in the application or any
later change shown in Security Benefit's records. The Policyowner may change the
Beneficiary at any time during the life of the Insured by written request, which
must be  received  by Security  Benefit at its Home  Office.  The change will be
effective  as of the date  this form is  signed.  Contingent  and/or  concurrent
Beneficiaries  may be  designated.  The  Policyowner  may  designate a permanent
Beneficiary,  whose rights under the Policy cannot be changed without his or her
consent.  Unless otherwise provided, if no designated Beneficiary is living upon
the death of the Insured,  the  Policyowner or the  Policyowner's  estate is the
Beneficiary.

     Security  Benefit will pay the death benefit  proceeds to the  Beneficiary.
Unless otherwise provided,  in order to receive proceeds at the Insured's death,
the Beneficiary must be living at the time of the Insured's death.

EXCHANGE OF INSURED

     After the first Policy Year and subject to approval from Security  Benefit,
the  Policyowner  may  exchange  the named  Insured on the Policy  upon  written
application,  evidence of  insurability  satisfactory to Security  Benefit,  and
payment of a charge of $100. The exchange is effective the first Monthly Payment
Date on or after the  exchange is  approved.  Coverage  on the new Insured  will
become  effective on the  exchange  date.  Coverage on the current  Insured will
terminate on the day  preceding the exchange  date.  The Policy Date will not be
changed unless the new Insured was born after the Policy Date. In such case, the
Policy Date will be changed to the Policy  anniversary  on or next following the
birth date of the new Insured. The cost of insurance charge will be based on the
new Insured's Age, gender, risk class and underwriting class.

     Security Benefit reserves the right to disallow a requested exchange of the
named Insured,  and will not permit a requested  exchange,  among other reasons,
(1) if compliance with the guideline premium limitations under tax law resulting
from the exchange of Insured  would result in the immediate  termination  of the
Policy, or (2) if, to effect the requested exchange of Insured,  payments to the
Policyowner would have to be made from Accumulated Value for compliance with the
guideline premium limitations,  and the amount of such payments would exceed the
Net Cash Surrender Value under the Policy.

     A fee of $100 will be charged to cover the costs of processing the exchange
of Insured.  This amount  will not be credited to or deducted  from  Accumulated
Value, but must be paid directly to Security  Benefit by the Policyowner  before
the request for an exchange of Insured will be processed.

EXCHANGE OF POLICY DURING FIRST 24 MONTHS

     During the first 24 months following the Policy Date, if the Policy has not
lapsed,  the  Policyowner  may  exchange  the  Policy for a  fixed-benefit  life
insurance policy issued and made available for exchange by Security Benefit. The
exchange will be made without evidence of insurability,  and the new policy will
have the same Specified Amount,  Policy Date, Age, rating class and underwriting
class for the Insured as the exchanged Policy.

     An  exchange  will be  effective  on the  Monthly  Payment  Date  following
Security  Benefit's  receipt of written notice of the  Policyowner's  request to
exchange in proper form and payment of any fee.  Security  Benefit  reserves the
right to charge a fee of up to $200 to effect an exchange.  This fee will not be
deducted from Accumulated  Value, but must be paid directly to Security Benefit.
Any  outstanding  Policy Debt must be repaid on or before the effective  date of
the exchange.

THE CONTRACT

     This  Policy is a contract  between  the Owner and  Security  Benefit.  The
entire contract consists of the Policy, a copy of the initial  application,  all
subsequent applications to change the Policy, and endorsements,  all Riders, and
all additional Policy information sections  (Specifications  Pages) added to the
Policy.

PAYMENTS

     Security Benefit will pay death benefit proceeds,  Net Cash Surrender Value
on surrender,  Partial Withdrawals,  and loan proceeds based on allocations made
to the Variable  Accounts,  and will effect a transfer between Variable Accounts
or from a Variable Account to the Fixed Account within seven days after Security
Benefit receives all the information needed to process a payment.

- --------------------------------------------------------------------------------
                                       27
<PAGE>

     However, Security Benefit can postpone the calculation or payment of such a
payment or transfer of amounts based on investment  performance  of the Variable
Accounts if:

     * The New York Stock Exchange is closed on other than customary weekend and
holiday  closing  or trading on the New York Stock  Exchange  is  restricted  as
determined by the SEC; or

     * An  emergency  exists,  as  determined  by the SEC,  as a result of which
disposal of securities is not  reasonably  practicable  or it is not  reasonably
practicable to determine the value of the Account's net assets; or

     * The SEC by order permits postponement for the protection of Policyowners.

ASSIGNMENT

The Policyowner  may assign a Policy as collateral  security for a loan or other
obligation.  No assignment will bind Security Benefit unless the original,  or a
copy, is received at Security  Benefit's Home Office, and will be effective only
when recorded by Security  Benefit.  An assignment does not change the ownership
of the Policy.  However,  after an assignment,  the rights of any Policyowner or
Beneficiary will be subject to the assignment.  The entire Policy, including any
attached  payment option or Rider,  will be subject to the assignment.  Security
Benefit  will rely solely on the  assignee's  statement  as to the amount of the
assignee's  interest.  Security Benefit will not be responsible for the validity
of any  assignment.  Unless  otherwise  provided,  the assignee may exercise all
rights  this Policy  grants  except (a) the right to change the  Policyowner  or
Beneficiary; and (b) the right to elect a payment option. Assignment of a Policy
that is a Modified Endowment Contract may generate taxable income. (See "Federal
Income Tax Considerations," page 21.)

ERRORS ON THE APPLICATION

     If the Age or gender of the Insured has been  misstated,  the death benefit
under this Policy will be the  greater of that which would be  purchased  by the
most recent cost of insurance charge at the correct Age and gender, or the death
benefit derived by multiplying Accumulated Value by the death benefit percentage
for the correct Age and gender.  If the Insured's Age, or gender is misstated in
the application,  the Accumulated  Value will be modified by  recalculating  all
prior  cost of  insurance  charges  and other  monthly  deductions  based on the
correct Age and gender.  If unisex cost of insurance  rates apply, no adjustment
will be made for a misstatement of gender. See "Cost of Insurance," page 20.

INCONTESTABILITY

     Security  Benefit may contest the  validity of this Policy if any  material
misstatements  are  made  in the  application.  However,  this  Policy  will  be
incontestable  after the  expiration  of the  following:  the initial  Specified
Amount  cannot  be  contested  after the  Policy  has been in force  during  the
Insured's  lifetime  for two years from the date the Policy was  issued;  if the
Insured is changed,  the Policy  cannot be contested  after it has been in force
during the new Insured's  lifetime for two years from the effective  date of the
exchange;  and an increase in the Specified Amount cannot be contested after the
increase has been in force  during an Insured's  lifetime for two years from its
effective date.

PAYMENT IN CASE OF SUICIDE

     If the Insured dies by suicide, while sane or insane, within two years from
the Policy Date,  Security  Benefit will limit the death benefit proceeds to the
premium  payments less any  withdrawal  amounts and less any Policy Debt. If the
Insured  has been  changed and the new  Insured  dies by suicide,  while sane or
insane,  within two years of the exchange date, the death benefit  proceeds will
be limited to the Net Cash  Surrender  Value as of the exchange  date,  plus the
premiums  paid since the exchange  date,  less the sum of any increases in Debt,
withdrawal  amounts,  and any dividends paid in cash since the exchange date. If
an  Insured  dies by  suicide,  while  sane or  insane,  within two years of the
effective date of any increase in the Specified  Amount,  Security  Benefit will
refund the cost of insurance charges made with respect to such increase.

PARTICIPATING

     The Policy is  participating  and will  share in the  surplus  earnings  of
Security  Benefit.  However,  the current  dividend  scale is zero, and Security
Benefit does not  anticipate  that dividends will be paid. Any dividends that do
become payable will be paid in cash.

POLICY ILLUSTRATIONS

     Upon request, Security Benefit will send the Policyowner an illustration of
future  benefits  under the Policy  based on both  guaranteed  and current  cost
factor assumptions. However, Security Benefit reserves the right to charge a fee
for requests for illustrations in excess of one per Policy year.

PAYMENT PLAN

     Maturity,  surrender,  or  withdrawal  benefits  may be used to  purchase a
payment plan providing monthly income for the lifetime of the Insured, and death
benefit proceeds may be used to purchase a payment plan providing monthly income
for the lifetime of the Beneficiary. The monthly payments consisting of proceeds
plus interest will be paid in equal  installments  for a period not to exceed 20
years.  The  purchase  rates for the payment plan are  guaranteed  not to exceed
those shown in the Policy,  but current  rates that are lower  (i.e.,  providing
greater  income) may be established by Security  Benefit from time to time. This
benefit is not available if the income would be less than $25 a month. Maturity,
surrender,  or  withdrawal  benefits or death  benefit  proceeds  may be used to
purchase any other  payment plan that Security  Benefit makes  available at that
time.

- --------------------------------------------------------------------------------
                                       28
<PAGE>

OPTIONAL INSURANCE BENEFITS

     Subject to certain requirements, a Policyowner may elect to add one or more
of the  following  optional  insurance  benefits to the Policy by a Rider at the
time of application for a Policy.  These optional benefits are described briefly
below. The cost of any additional insurance benefits will be deducted as part of
the monthly deduction against  Accumulated  Value. See "Charges and Deductions,"
page 19. The amounts of these  benefits are fully  guaranteed at issue.  Certain
restrictions  may apply and are described in the applicable  Rider. An insurance
agent  authorized to sell the Policy can describe these extra benefits  further.
Samples of the  provisions  are  available  from  Security  Benefit upon written
request.  Certain  Riders  are not  available  in all  states.  For  information
relating to the federal  income tax aspects of  purchasing a Policy  Rider,  see
"Federal Income Tax Considerations," page 21.

     WAIVER OF MONTHLY  DEDUCTION  RIDER.  This Rider provides for the waiver of
the monthly  deduction  in the event the Insured is disabled for a period of six
months or longer prior to age 65.

     ACCELERATED  BENEFIT RIDER FOR TERMINAL  ILLNESS.  This Rider  provides for
payment of up to the lesser of (i) 50 percent of the  Specified  Amount less any
Policy Debt or (ii)  $250,000,  upon receipt of  satisfactory  proof of terminal
illness.  Such terminal  illness must first be diagnosed  while the Policy is in
force.  The payment amount  requested  will be reduced by an actuarial  discount
which compensates  Security Benefit for interest not earned as a result of early
payment of a portion of the death  benefit  under the Policy.  Premium  payments
made after the payment of the Accelerated Benefit must be allocated to the Fixed
Account.  Accelerated  Benefit  payments  will not be made for less than $25,000
and,  for any one  Insured,  will not be made for more than  $500,000  under all
policies issued by Security Benefit.  Security Benefit may charge a fee of up to
$200  to  cover  the  costs  of  administration  at the  time of  payment  of an
Accelerated Benefit.

     LEVEL TERM INSURANCE RIDER.  This Rider provides level term insurance for a
family  member  and may not be  issued on the  Insured.  The  maximum  amount of
insurance  that  may be  provided  under  the  Rider is an  amount  equal to the
Specified Amount under the Policy. Up to five Level Term Insurance Riders may be
added to a Policy.

     EXTENDED  GUARANTEED DEATH BENEFIT RIDER. A Policyowner may elect to extend
the  Guaranteed  Death Benefit beyond the first five Policy Years by adding this
Rider to the Policy at the time of application.  This Rider provides an Extended
Guaranteed Death Benefit Premium which, if paid in advance on at least a monthly
basis,  will keep the Policy in force beyond the first five Policy Years even if
Net Cash Surrender Value is  insufficient to cover the monthly  deduction on any
Monthly Payment Date. The length of the Extended Guaranteed Death Benefit period
is 10 to 30 Policy  Years  (depending  on the Age of the  Insured  on the Policy
Date). The amount of the Extended Guaranteed Death Benefit Premium is determined
by Security  Benefit based upon the Policy's  Specified Amount and Death Benefit
Option,  any Riders added to the Policy, and the Age, gender (unless unisex cost
of insurance rates apply),  rating class, and underwriting class of the Insured.
Security Benefit will send a reminder notice if the amount of premiums paid on a
Policy to which this Rider has been added, less outstanding  Policy Debt and any
Partial  Withdrawals,  is less  than an  amount  equal to the  monthly  Extended
Guaranteed  Death  Benefit  Premium times the number of Policy Months the Policy
has been in force. If the required payment is not made within 61 days,  measured
from the date of the notice,  the  Extended  Guaranteed  Death  Benefit  will no
longer be in effect and may not be  reinstated.  A Policy  Loan taken  while the
Extended  Guaranteed  Death Benefit Rider is in effect may cause this benefit to
terminate.  As a result,  the  Policy  will not have the  protection  from lapse
provided by the Extended Guaranteed Death Benefit Rider. The Extended Guaranteed
Death  Benefit  Premium is not applied to purchase the Rider,  but is applied to
the Policy and may be the same as the Planned Periodic Premium.

DISTRIBUTION OF THE POLICY

     Security Distributors,  Inc. ("SDI") is principal underwriter (distributor)
of the Policies.  SDI is  registered  as a broker/  dealer with the SEC and is a
member of the National  Association of Securities Dealers ("NASD").  SDI acts as
principal underwriter under a Distribution Agreement with Security Benefit.

     Security Benefit and SDI have Sales Agreements with various  broker/dealers
under  which  the  Policy  will  be sold by  registered  representatives  of the
broker/dealers.  The  registered  representatives  are required to be authorized
under  applicable  state  regulations  to  sell  Variable  Life  Insurance.  The
broker/dealers  are  required to be  registered  with the SEC and members of the
NASD. The  compensation  payable to a broker/dealer  for sales of the Policy may
vary with the  Sales  Agreement,  but is not  expected  to  exceed 2 percent  of
premium and 3 percent of the monthly  cost of insurance  charge.  Broker/dealers
may also receive annual  compensation of up to .20 percent of Accumulated  Value
less Policy Debt,  depending upon the  circumstances.  This annual  compensation
will be computed and payable monthly. In addition, Security Benefit may also pay
override payments,  expense allowances,  bonuses,  wholesaler fees, and training
allowances.  Registered representatives earn commissions from the broker/dealers
with  whom  they  are  affiliated  for  selling  Security  Benefit's   Policies.
Compensation  arrangements vary among  broker/dealers.  In addition,  registered
representatives  who meet specified  production levels may qualify,  under sales
incentive programs adopted by Security Benefit, to receive non-cash compensation
such as expense-paid trips,  expense-paid  educational seminars and merchandise.
Security Benefit makes no separate deductions,  other than previously described,
from premiums to pay sales commissions or sales expenses.

- --------------------------------------------------------------------------------
                                       29
<PAGE>

                           MORE ABOUT SECURITY BENEFIT

MANAGEMENT

     The directors and officers of Security  Benefit are listed below,  together
with  information as to their principal  occupations  during the past five years
and certain other current affiliations. Unless otherwise indicated, the business
address of each  director  and officer is c/o Security  Benefit  Life  Insurance
Company, 700 SW Harrison Street, Topeka, Kansas 66636.

<TABLE>
<CAPTION>

NAME AND POSITION                                    PRINCIPAL OCCUPATION LAST FIVE YEARS
<S>                                                  <C>
J. Hambleton Abrahams                                Chairman of the Board and Director,
Chairman of the Board and Director                   Security Benefit Life Insurance Company.

Howard R. Fricke                                     President, Chief Executive Officer and Director,
President, Chief Executive Officer and Director      Security Benefit Life Insurance Company from February 1988 to the present.

Thomas R. Clevenger                                  Consultant, Investments, Wichita, Kansas since 1990;
Director                                             President, Fourth Financial Corporation
P.O. Box 8514                                        Topeka, Kansas prior to 1990.
Wichita, KS 67208

Sister Loretto Marie Colwell                         President and Chief Executive Officer, St. Francis Hospital and Medical Center,
Director                                             Topeka, Kansas since 1991; various senior management and marketing positions,
1700 SW 7th Street                                   St. James Community Hospital, Butte, Montana prior to 1991.
Topeka, KS 66606

John C. Dicus                                        Chairman of the Board, Capitol Federal Savings and Loan Association,
Director                                             Topeka, Kansas.
700 Kansas Avenue
Topeka, KS 66603

William W. Hanna                                     Director, Chief Operating Officer and President, Koch Industries, Inc.,
Director                                             Wichita, Kansas.
P.O. Box 2256
Wichita, Kansas 67201

John E. Hayes                                        Chairman of the Board, President and Chief Executive Officer,
Director                                             Western Resources, Inc., Topeka, Kansas since 1989;
818 Kansas Avenue                                    Chairman, President and Chief Executive Officer, Southwestern Bell
Topeka, KS 66612                                     Telephone Company, Topeka, Kansas prior to 1989.

Laird G. Noller                                      President, Noller Enterprises, Topeka, Kansas.
Director
2245 Topeka Boulevard
Topeka, KS 66611

Frank C. Sabatini                                    Chairman of the Board and President, Capital City Bank, Topeka, Kansas.
Director
120 SW 6th Street
Topeka, KS 66603

Robert C. Wheeler                                    President, Hill's Pet Nutrition, Inc., Topeka, Kansas.
Director
P.O. Box 148
Topeka, KS 66601

T. Gerald Lee                                        Senior Vice President, Administration, Security Benefit Life Insurance
Senior Vice President, Administration                Company since July 1989; Executive Vice President and Chief
                                                     Operating Officer, Anchor National Life and Anchor National Financial
                                                     Services, Phoenix, Arizona prior to July 1989.
</TABLE>

- --------------------------------------------------------------------------------
                                       30
<PAGE>

<TABLE>
<CAPTION>

NAME AND POSITION                                    PRINCIPAL OCCUPATION LAST FIVE YEARS
<S>                                                  <C>
Jeffrey B. Pantages                                  Senior Vice President and Chief Investment Officer, Security Benefit Life
Senior Vice President and Chief Investment Officer   Insurance Company since April 1992; Managing Director, Capital
                                                     Management Group of The Prudential prior to April 1992.

Malcolm E. Robinson                                  Senior Vice President and Assistant to the President, Security Benefit Life
Senior Vice President and Assistant to the President Insurance Company.

Richard K Ryan                                       Senior Vice President, Security Benefit Life Insurance Company.
Senior Vice President, Sales

Donald J. Schepker                                   Senior Vice President, Chief Financial Officer and Treasurer, Security Benefit
Senior Vice President, Chief Financial Officer,      Life Insurance Company.
and Treasurer

Roger K. Viola                                       Senior Vice President, General Counsel and Secretary, Security Benefit Life
Senior Vice President, General Counsel and           Insurance Company.
Secretary

Donald E. Caum                                       Senior Vice President and Chief Marketing Officer, Security Benefit Life
Senior Vice President and Chief Marketing Officer    Insurance Company since May 1994; Senior Vice President, Sales and
                                                     Marketing, Kemper Life Insurance Companies, Chicago, Illinois, from
                                                     1990 to 1994; President and Chief Operating Officer, American
                                                     Founders Life Insurance Company, Phoenix, Arizona, from 1989 to 1990.

OFFICERS AND DIRECTORS OF SBL WHO ARE ALSO CONNECTED WITH THE FUND OR ITS
AFFILIATED PERSONS:

Jeffrey B. Pantages                                  President, Chief Investment Officer and
                                                     Director, Security Management Company.

Donald E. Caum                                       Director, Security Management Company.
</TABLE>

     No officer or director  listed  above  receives any  compensation  from the
Separate Account. No separately allocable compensation has been paid by Security
Benefit or any of its  affiliates to any person listed for services  rendered to
the Account.

STATE REGULATION

     Security  Benefit is  subject to the laws of the State of Kansas  governing
insurance  companies,  and to regulation by the Commissioner of Insurance of the
State  of  Kansas.  In  addition,  it is  subject  to  the  insurance  laws  and
regulations of the other states and jurisdictions in which it is licensed or may
become  licensed to operate.  An Annual  Statement in a prescribed  form must be
filed with the Kansas Commissioner of Insurance and with regulatory  authorities
of other states on or before  March 1 in each year.  This  statement  covers the
operations  of  Security  Benefit  for the  preceding  year  and  its  financial
condition as of December 31 of that year. Security Benefit's affairs are subject
to review and examination at any time by the Commissioner of Insurance or his or
her agents, and subject to full examination of Security Benefit's  operations at
periodic intervals.

TELEPHONE TRANSFER PRIVILEGES

     A Policyowner  may request a transfer of Accumulated  Value and may request
changes to an existing  Dollar Cost  Averaging or Asset  Reallocation  Option by
telephone  if  the  Telephone   Transfer   Section  of  the  application  or  an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed, signed, and filed at Security Benefit's Home Office. Security Benefit
has  established  procedures  to  confirm  that  instructions   communicated  by
telephone  are  genuine  and may be liable for any losses due to  fraudulent  or
unauthorized  instructions if it fails to comply with its  procedures.  Security
Benefit's  procedures require that any person requesting a transfer by telephone
provide the Policy Account Number and the Owner's Tax Identification Number, and
such instructions must be received on a recorded line.

     Telephone  instructions  received by Security  Benefit by 3:00 p.m. Central
time on any Valuation Date will be effected as of the end of that Valuation Date
in accordance with the Policyowner's  instructions (presuming that the Free-Look
Period has expired).  Security  Benefit reserves the right to deny any telephone
transfer or request.  If all  telephone  lines are busy (which might occur,  for
example, during periods of substantial market fluctuations),  Policyowners might
not be able to  request  transfers  and loans by  telephone,  and would  have to
submit written requests.

     By  authorizing  telephone  transfers,  a Policyowner  authorizes  Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Policyowner's  Policy, and agrees that neither Security Benefit,  nor any of
its affiliates will be liable for any loss,

- --------------------------------------------------------------------------------
                                       31
<PAGE>

damages,  cost,  or  expense  (including  attorney's  fees)  arising  out of any
requests effected,  provided that Security Benefit complied with its procedures.
As a result of this policy on telephone  requests,  the Policyowner may bear the
risk of loss arising from the telephone  transfer  privileges.  Security Benefit
may  discontinue,  modify,  or suspend the telephone  transfer  privilege at any
time.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

     Legal  matters  in  connection  with the  issue  and  sale of the  Policies
described in this  Prospectus  and the  organization  of Security  Benefit,  its
authority to issue the Policies  under Kansas law, and the validity of the forms
of the Policies  under  Kansas law have been passed on by Amy J. Lee,  Assistant
Counsel of Security Benefit.

     Legal matters  relating to the federal  securities  laws in connection with
the  Separate  Account  and to federal  income tax laws have been passed upon by
Dechert Price & Rhoads, Washington, D.C.

REGISTRATION STATEMENT

     A  Registration  Statement  under the Securities Act of 1933 has been filed
with  the SEC  relating  to the  offering  described  in this  Prospectus.  This
Prospectus does not include all of the information set forth in the Registration
Statement,  as portions have been omitted  pursuant to the rules and regulations
of the SEC.  The omitted  information  may be  obtained  at the SEC's  principal
office in Washington, D.C., upon payment of the SEC's prescribed fees.

EXPERTS

     The Financial Statements for Security Benefit at December 31, 1994 and 1993
and for each of the three years in the period ended  December 31, 1994 appearing
in this Prospectus and Registration Statement have been audited by Ernst & Young
LLP,  independent  auditors,  as set forth in their reports  thereon,  appearing
elsewhere herein and in the Registration Statement, and are included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

FINANCIAL STATEMENTS

     Audited Financial  Statements for the Separate Account are provided for the
period of August 15,  1994  (inception)  to  December  31,  1994 and the audited
Financial  Statements of Security Benefit at December 31, 1994, and 1993 and for
each of the three years in the period ended  December  31,  1994,  are set forth
herewith starting on page 33. The most current financial  statements of Security
Benefit are those as of the end of the most recent fiscal year. Security Benefit
does not prepare financial  statements on a basis consistent with and comparable
to its annual  statements on an interim basis and believes that any  incremental
benefit to  prospective  policy  holders  that may  result  from  preparing  and
delivering more current financial statements, though unaudited, does not justify
the  additional  cost that would be  incurred.  In  addition,  Security  Benefit
represents that there have been no adverse changes in the financial condition or
operations of Security  Benefit  between the end of the most current fiscal year
and the date of this Prospectus.

     The Financial  Statements of Security  Benefit have been audited by Ernst &
Young LLP. The Financial  Statements of Security Benefit should be distinguished
from the Financial  Statements of the Separate Account, and should be considered
only as bearing  upon the  ability of Security  Benefit to meet its  obligations
under the Policies.

- --------------------------------------------------------------------------------
                                       32
<PAGE>

ERNST & YOUNG LLP            One Kansas City Place           Phone: 816 474-5200
                             1200 Main Street
                             Kansas City
                             Missouri 64105-2143

                         Report of Independent Auditors

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

We have audited the accompanying balance sheet of Security Varilife Account (the
Company) as of December 31, 1994,  and the related  statement of operations  and
changes in net  assets  for the period  from  August  15,  1994  (inception)  to
December 31, 1994.  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 audit.

We conducted our audit 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, 1994, 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 audit provides 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 Security Varilife Account at
December  31,  1994,  and the results of its  operations  and changes in its net
assets for the period from August 15, 1994  (inception) to December 31, 1994, in
conformity with generally accepted accounting principles.

                                                               ERNST & YOUNG LLP

February 3, 1995

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

                            Security Varilife Account

                                  Balance Sheet

                                December 31, 1994

ASSETS
Investments:
   SBL Fund:
     Series A (Growth Series) -- 80 shares at net asset value of
       $16.00 per share (cost, $1,245)                               $  1,277
     Series C (Money Market Series)-- 8,054 shares at net
       asset value of $12.27 per share (cost, $98,578)                 98,819
     Series D (Worldwide Equity Series) -- 175 shares at net
       asset value of $5.07 per share (cost, $882)                        885
     Series E (High Grade Income Series) -- 67 shares at net
       asset value of $11.52 per share (cost, $773)                       774
     Series J (Emerging Growth Series) -- 60 shares at net
       asset value of $13.44 per share (cost, $773)                       804
                                                                  --------------
Total assets                                                         $102,559
                                                                  ==============

NET ASSETS
Net assets are represented by (Note 3):
                                       NUMBER        UNIT
                                      OF UNITS       VALUE         AMOUNT
                                   --------------------------------------------
Growth Series:
   Accumulation units                    132         $ 9.64       $  1,277
Money Market Series:
   Accumulation units                  7,847          12.59         98,819
Worldwide Equity Series:
   Accumulation units                     93           9.49            885
High Grade Income Series:
   Accumulation units                     77          10.03            774
Emerging Growth Series:
   Accumulation units                     81           9.97            804
                                                                ============
Net Assets                                                        $102,559
                                                                ============

See accompanying notes.

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

                            Security Varilife Account

                Statement of Operations and Changes in Net Assets

          Period from August 15, 1994 (inception) to December 31, 1994
<TABLE>
<CAPTION>
                                                     MONEY    WORLDWIDE   HIGH GRADE    EMERGING
                                           GROWTH    MARKET    EQUITY       INCOME       GROWTH
                                           SERIES    SERIES    SERIES       SERIES       SERIES
                                          -------------------------------------------------------
<S>                                        <C>      <C>         <C>         <C>          <C>
Expenses (Note 2):

   Mortality and expense risk fee          $   (4)  $   (92)    $ (4)        $ (2)       $ (1)
   Administrative fee                         (10)     (236)     (10)          (4)         (4)
                                          -------------------------------------------------------
Net investment loss                           (14)     (328)     (14)          (6)         (5)

Realized gain on investments                   --         6       --           --          --
Unrealized appreciation on investments         32       241        3            1          31
                                          -------------------------------------------------------
Net realized and unrealized gain on
   investments                                 32       247        3            1          31
                                          -------------------------------------------------------

Net increase (decrease) in net assets
   resulting from operations                   18       (81)     (11)          (5)         26

Net assets at beginning of period              --        --       --           --          --
Variable annuity deposits (Notes 2 and 3)   1,259    98,900      896          779         778
                                          -------------------------------------------------------
Net assets at end of period                $1,277   $98,819     $885         $774        $804
                                          =======================================================
</TABLE>

See accompanying notes.

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

                            Security Varilife Account

                          Notes to Financial Statements

                                December 31, 1994

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Varilife  Account  (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.  All
activity in the account in 1994 relates to Security  Elite  Benefit,  a variable
life  product  sold by SBL.  All  deposits  received  by the  Account  have been
invested in the SBL Fund, a mutual fund not  otherwise  available to the public.
As directed by the owners,  amounts deposited are invested in shares of Series A
(Growth Series emphasis on capital appreciation), Series B (Income-Growth Series
- - emphasis on income with secondary emphasis on capital appreciation),  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 S (Social  Awareness  Series - emphasis on
high total  return) and Series J (Emerging  Growth  Series - emphasis on capital
appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the  underlying  mutual  fund  are  made  by  Security   Management  Company,  a
wholly-owned subsidiary of Security Benefit Group, Inc., which is a wholly-owned
subsidiary of SBL.

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
method  is used  to  determine  gains  and  losses.  Security  transactions  are
accounted for on the trade date.

The cost of investments  purchased and proceeds from investments sold during the
period from August 15, 1994 (inception) to December 31, 1994 were as follows:

                                      COST OF          PROCEEDS
                                     PURCHASES        FROM SALES
                                  ----------------------------------

             Series A                $  1,260           $   15
             Series C                 102,311            3,739
             Series D                     897               15
             Series E                     778                5
             Series J                     778                5

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

                            Security Varilife Account

                    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 fund. 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.

2.  SECURITY VARILIFE ACCOUNT CONTRACT CHARGES

SBL deducts a daily administrative charge equal to an annual rate of .35% of the
average daily net assets of each account. Mortality and expense risks assumed by
SBL are  compensated  for by a fee  equivalent  to an annual rate of .90% of the
average daily net assets of each account.

A deduction  for cost of  insurance  and cost of any riders is also made monthly
and is equal to a current cost of insurance rate multiplied by the net amount at
risk under a policy at the beginning of the policy month. The net amount at risk
for these  purposes  is equal to the  amount  of death  benefit  payable  at the
beginning of the policy month dividend by 1.0032737 less the  accumulated  value
at the beginning of the month.  These changes were  insignificant to the Account
during 1994.

When  applicable,  an amount for state and local premium  taxes is deducted,  as
provided by pertinent state law, from each premium payment.

- --------------------------------------------------------------------------------
                                       37
<PAGE>

                            Security Varilife Account

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

Unit  transactions  during the period from August 15, 1994 to December  31, 1994
were as follows:

                 Growth Series:
                   Account deposits                       132
                 Money Market Series:
                   Account deposits                     7,847
                 Worldwide Equity Series:
                   Account deposits                        93
                 High Grade Income Series:
                   Account deposits                        77
                 Emerging Growth Series:
                   Account deposits                        81

- --------------------------------------------------------------------------------
                                       38
<PAGE>

ERNST & YOUNG LLP           One Kansas City Place            Phone: 816 474-5200
                            1200 Main Street
                            Kansas City
                            Missouri 64105-2143




                         Report of Independent Auditors


The Board of Directors
Security Benefit Life Insurance Company

We have  audited  the  accompanying  balance  sheets of  Security  Benefit  Life
Insurance  Company  (the  Company)  as of December  31,  1994 and 1993,  and the
related  statements of operations,  surplus and cash flows for each of the three
years in the period ended December 31, 1994. 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 financial position of Security Benefit Life Insurance
Company at December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Kansas Insurance Department.

                                                               ERNST & YOUNG LLP

February 3, 1995

- --------------------------------------------------------------------------------
                                       39
<PAGE>

                     Security Benefit Life Insurance Company

                                 Balance Sheets
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
ASSETS
Investments (Note 2):
   Fixed maturities, at amortized cost (fair value:
     1994 - $1,987,040; 1993 - $2,072,553)                                             $2,160,550       $2,026,884

   Equity securities:
     Preferred stock, at cost (fair value: 1994 - $6,423;
       1993 - $5,786)                                                                       5,979            4,950
     Common stock, at fair value (cost: 1994 - $2,509;
       1993 - $2,802)                                                                       3,071            4,279
                                                                                   ----------------------------------
                                                                                            9,050            9,229

   Affiliated entities (Note 5)                                                            21,028           21,013

   Mortgage loans                                                                          90,509           80,104

   Real estate, less accumulated depreciation
     (1994 - $10,821; 1993 - $10,197):
       Home office properties                                                               9,953           10,151
       Investment properties                                                               14,576           16,116
                                                                                   ----------------------------------
                                                                                           24,529           26,267

   Policy loans                                                                            92,130           86,551
   Short-term investments                                                                  50,406           29,602
   Other invested assets                                                                   27,402           12,917
                                                                                   ----------------------------------
Total investments                                                                       2,475,604        2,292,567

Cash and certificates of deposit                                                           10,820            4,486
Premiums deferred and uncollected                                                           9,101            9,700
Investment income due and accrued                                                          25,857           25,280
Other assets                                                                               14,088           11,394
Separate account assets (Note 3)                                                        1,517,627        1,395,518
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>
- --------------------------------------------------------------------------------
                                       40
<PAGE>

<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                        1994              1993
                                                                                   ----------------------------------
                                                                                            (In Thousands)
<S>                                                                                    <C>              <C>
LIABILITIES AND SURPLUS
Policy reserves:
   Life                                                                                $  355,338       $  343,723
   Annuity                                                                              1,927,591        1,773,040
   Accident and health                                                                      1,204            1,360
   Policy proceeds left at interest                                                        19,600           21,910
                                                                                   ----------------------------------
                                                                                        2,303,733        2,140,033

Policy and contract claims                                                                  8,058           11,894
Other policyholders' funds:
   Dividend accumulations                                                                  19,697           20,075
   Dividends payable in subsequent year                                                     2,787            2,832
   Premium deposit funds and other                                                          2,446            2,262
                                                                                   ----------------------------------
                                                                                           24,930           25,169

Other liabilities, including income taxes of
   $3,111 in 1994 and $1,210 in 1993                                                       13,203            7,012
Investment reserve                                                                         27,834           24,876
Interest maintenance reserve                                                                6,986            5,658
Separate account liabilities (Note 3)                                                   1,517,627        1,395,518
                                                                                   ----------------------------------
Total liabilities                                                                       3,902,371        3,610,160

Commitments and contingencies (Notes 6 and 11)

Surplus:
   Contingency surplus                                                                     35,771           33,219
   Unassigned surplus                                                                     114,955           95,566
                                                                                   ----------------------------------
Total surplus                                                                             150,726          128,785
                                                                                   ----------------------------------
                                                                                       $4,053,097       $3,738,945
                                                                                   ==================================
</TABLE>

See accompanying notes.

- --------------------------------------------------------------------------------
                                       41
<PAGE>

                     Security Benefit Life Insurance Company

                             Statement of Operations
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Revenues:
   Individual life premiums                                          $ 49,837          $ 59,373         $ 64,512
   Annuity considerations and deposits                                530,530           467,396          413,054
   Group life and health premiums                                      18,435            15,632           13,878
   Reinsurance premiums                                                   944               988              452
   Amortization of interest maintenance reserve                         1,077               804              914
   Net investment income (Note 2)                                     173,391           172,879          174,557
   Other income                                                        27,972            26,431           27,570
                                                                 ----------------------------------------------------
Total revenues                                                        802,186           743,503          694,937

Benefits and expenses:
   Death benefits                                                      29,368            34,990           27,960
   Annuity benefits                                                    17,765            26,661           22,765
   Accident and health and disability benefits                          2,177             2,912            1,650
   Surrender benefits                                                 294,105           244,636          192,107
   Increase in reserves and funds for all policies                    333,749           319,457          339,387
   Other benefits                                                      12,126            13,407           12,132
   Commissions                                                         39,059            41,116           39,915
   Other insurance operating expenses                                  31,994            29,226           30,007
                                                                 ----------------------------------------------------
Total benefits and expenses                                           760,343           712,405          665,923
                                                                 ----------------------------------------------------

Gain from operations before dividends to
   policyholders, federal income taxes and
   realized capital losses                                             41,843            31,098           29,014
Dividends to policyholders                                              2,689             2,725            2,834
                                                                 ----------------------------------------------------
Gain from operations before federal income
   taxes and realized capital losses                                   39,154            28,373           26,180

Federal income taxes (Note 8)                                          10,678             4,569            4,316
                                                                 ----------------------------------------------------
Gain from operations before realized
   capital losses                                                      28,476            23,804           21,864

Realized capital losses, net (Note 2)                                  (1,122)           (3,280)          (2,836)
                                                                 ----------------------------------------------------
Net income                                                           $ 27,354          $ 20,524         $ 19,028
                                                                 ====================================================
</TABLE>

See accompanying notes.

- --------------------------------------------------------------------------------
                                       42
<PAGE>

                     Security Benefit Life Insurance Company

                              Statements of Surplus
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
Balance at beginning of year                                         $128,785          $106,000         $ 83,290

Add (deduct):
   Net income                                                          27,354            20,524           19,028
   Decrease (increase) in investment reserves                          (2,958)           (4,854)           1,092
   Unrealized gain on investments                                         546             6,027            2,068
   Other                                                               (3,001)            1,088              522
                                                                 ----------------------------------------------------
                                                                       21,941            22,785           22,710
                                                                 ----------------------------------------------------
Balance at end of year                                               $150,726          $128,785         $106,000
                                                                 ====================================================
</TABLE>

See accompanying notes.

- --------------------------------------------------------------------------------
                                       43
<PAGE>

                     Security Benefit Life Insurance Company

                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
OPERATING ACTIVITIES
Net income                                                           $   27,354        $   20,524       $   19,028
Adjustments to reconcile net income to net
   cash provided by operating activities:
     Increase in investment income due and
       accrued                                                             (577)           (4,147)          (1,169)
     Increase in policy reserves                                        163,700           138,931          201,150
     Accretion of discount on investments                                (3,580)           (5,135)         (21,280)
     Amortization of premium on investments                              15,623            16,440           19,855
     Other                                                                1,529           (16,820)           5,794
                                                                 ----------------------------------------------------
Net cash provided by operating activities                               204,049           149,793          223,378

INVESTING ACTIVITIES
Investments sold or matured:
   Fixed maturities                                                     460,070         1,251,398        1,762,236
   Equity securities                                                      3,830             2,103            2,737
   Mortgage loans                                                        20,432            16,969           17,562
   Real estate                                                            2,782             1,293            2,300
   Short-term investments                                               834,082         2,416,685        1,829,730
   Other invested assets                                                  3,602             2,458            1,329
                                                                 ----------------------------------------------------
                                                                      1,324,798         3,690,906        3,615,894

Acquisition of investments:
   Fixed maturities                                                     606,368         1,403,541        2,024,000
   Equity securities                                                      4,627               741            3,631
   Mortgage loans                                                        33,516            12,021            7,043
   Real estate                                                              554               448            2,318
   Short-term investments                                               854,833         2,426,336        1,789,021
   Other invested assets                                                 17,036               875            1,583
                                                                 ----------------------------------------------------
                                                                      1,516,934         3,843,962        3,827,596
Net increase in policy loans                                             (5,579)           (2,212)          (4,565)
                                                                 ----------------------------------------------------
Net cash used in investing activities                                  (197,715)         (155,268)        (216,267)
                                                                 ----------------------------------------------------

Increase (decrease) in cash and certificates
   of deposit                                                             6,334            (5,475)           7,111
Cash and certificates of deposit at beginning
   of year                                                                4,486             9,961            2,850
                                                                 ----------------------------------------------------
Cash and certificates of deposit at end of
   year                                                              $   10,820        $    4,486       $    9,961
                                                                 ====================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       44
<PAGE>

                     Security Benefit Life Insurance Company

                      Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>              <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for federal income taxes                                   $    8,851        $    6,284       $    6,335
                                                                 ====================================================

SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to real
   estate owned                                                      $   2,350         $      673       $    1,269
                                                                 ====================================================
</TABLE>

See accompanying notes.

- --------------------------------------------------------------------------------
                                       45
<PAGE>

                     Security Benefit Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1994

1.  SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements have been prepared on the basis of accounting practices
prescribed  or permitted by the Kansas  Insurance  Department,  which  practices
presently are regarded as generally  accepted  accounting  principles for mutual
life insurance companies.

In April 1993,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles  to  Mutual  Life  Insurance  and  Other   Enterprises."  Under  this
Interpretation, financial statements of mutual life insurance companies prepared
on the basis of statutory accounting  principles no longer will be considered to
be prepared in conformity  with generally  accepted  accounting  principles.  In
January 1995, the FASB issued 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
the American  Institute of Certified Public  Accountants issued its Statement of
Position No. 95-1,  "Accounting for Certain Insurance  Activities of Mutual Life
Insurance  Enterprises," which define generally accepted  accounting  principles
for mutual life insurance  enterprises.  Interpretation No. 40, SFAS No. 120 and
Statement  of Position  No. 95-1 are  concurrently  effective  for fiscal  years
beginning after December 15, 1995.

Security  Benefit Life  Insurance  Company (the Company) has not yet  determined
whether  it will  continue  to file  statutory  financial  statements  with  the
Securities  and Exchange  Commission as currently  permitted by Regulation  S-X,
Rule  7-02(b) or file  financial  statements  prepared  in  accordance  with all
applicable  authoritative   accounting   pronouncements  that  define  generally
accepted accounting principles for all enterprises.  Because the Company has not
yet determined which action it will take to comply with FASB  Interpretation No.
40, SFAS No. 120 and  Statement of Position No. 95-1,  it is unable at this time
to assess the impact of such compliance on its financial statements.

INVESTMENTS

Investments  are valued as prescribed by the National  Association  of Insurance
Commissioners (NAIC).

- --------------------------------------------------------------------------------
                                       46
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fixed maturities are reported at cost,  adjusted for amortization of discount or
premium  using  the  effective  interest  method.  For   mortgage-backed   fixed
maturities,   anticipated   prepayments  are  considered  when  determining  the
amortization  of discount  or premium.  Preferred  stocks in good  standing  are
carried at cost.  Bonds and preferred stocks not in good standing are carried at
market value. Common stocks are valued at market except investments in stocks of
unconsolidated  subsidiaries,  which are  carried  at cost  adjusted  to reflect
subsequent  operating  results.  Home  Office  property  (including  the portion
reported as  investment  real estate) is reported at 1989  appraised  value less
accumulated depreciation as permitted by the Kansas Insurance Department.  As of
December 31, 1994, this permitted practice  increased  statutory surplus by $4.2
million.  Investment real estate or property acquired in satisfaction of debt is
reported at the lower of  depreciated  cost,  less  encumbrances,  or  estimated
market value.  Other investments are reported on the equity basis.  Policy loans
are stated at the aggregate  unpaid  balance.  Mortgage loans on real estate are
carried at the aggregate unpaid balance adjusted for any unamortized discount or
premium.

Investment  reserve  represents the Asset  Valuation  Reserve (AVR).  The AVR is
computed in accordance with the formula  prescribed by the NAIC and represents a
provision for possible  fluctuations in the value of bonds,  equity  securities,
mortgage  loans,  and other invested  assets.  Changes to the AVR are charged or
credited directly to unassigned surplus.

Realized gains and losses are determined on a specific  identification basis and
are  reported in income net of related  federal  income tax.  Beginning in 1992,
under a formula  prescribed  by the  NAIC,  the  Company  reported  an  Interest
Maintenance  Reserve  (IMR)  that  represents  the net  accumulated  unamortized
realized  capital  gains  and  losses  on  sales of  fixed  income  investments,
principally  bonds and mortgage  loans,  attributable  to changes in the general
level of interest  rates.  Such gains or losses are  amortized  into income on a
straight-line  basis over the remaining period to maturity based on groupings of
individual securities sold in five-year bands.

The investment in Security Benefit Group, Inc. (SBG), a wholly-owned subsidiary,
is reported on an equity basis, as permitted by the Kansas Insurance Department.
Changes  in  SBG's  equity  are  reflected  as  unrealized   gains  (losses)  on
investments  and are accounted for through  surplus and  investment  reserves as
described above.  Dividends  received from SBG are recorded as investment income
when received.

- --------------------------------------------------------------------------------
                                       47
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RESERVES FOR LIFE AND ANNUITY POLICIES

The reserves for life and annuity  policies are developed by actuarial  methods,
and the life reserves are  established  and maintained on the basis of published
mortality tables.  Life and annuity reserves are computed using assumed interest
rates and valuation methods that will provide,  in the aggregate,  reserves that
are greater  than the  minimum  valuation  required by law and greater  than the
guaranteed policy cash values.

For life policies,  the 1941, 1958 and 1980 CSO mortality  tables have been used
principally,  and  interest  assumptions  range from 2% to 5 1/2%.  For  annuity
contracts,  the  PAT,  1971  IAM and  1983a  mortality  tables  have  been  used
principally, and interest assumptions range from 2 1/2% to 11 1/2%.

RECOGNITION OF PREMIUM REVENUES AND ACQUISITION COSTS

For life and annuity  contracts,  premiums are  recognized  as revenues over the
premium-paying  period,  whereas  commissions and other costs  applicable to the
acquisition of new business are charged to operations as incurred.

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

       Investment securities:  The fair values for fixed maturity securities are
       based on quoted  market  prices,  where  available.  For  fixed  maturity
       securities 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.

- --------------------------------------------------------------------------------
                                       48
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Mortgage  loans and policy loans:  The fair values for mortgage loans and
       policy loans are estimated  using  discounted  cash flow analyses,  using
       interest  rates  currently  being  offered for similar loans to borrowers
       with  similar  credit  ratings.  Loans with similar  characteristics  are
       aggregated for purposes of the calculations.

       Investment  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.

RECLASSIFICATIONS

Certain balances in the accompanying financial statements have been reclassified
to conform with the 1994 presentation.

2.  INVESTMENTS

Information  as to the amortized  cost,  gross  unrealized  gains and losses and
estimated fair values of the Company's portfolio of fixed maturities at December
31, 1994 and 1993 is as follows:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1994
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>               <C>            <C>            <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   10,490        $   55         $    622       $    9,923
Obligations of states and political subdivisions            21,147             -            2,615           18,532
Corporate securities                                       773,714         1,809           64,494          711,029
Mortgage-backed securities                               1,355,199           200          107,843        1,247,556
                                                      ---------------------------------------------------------------
Totals                                                  $2,160,550        $2,064         $175,574       $1,987,040
                                                      ===============================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       49
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                            DECEMBER 31, 1993
                                                      ---------------------------------------------------------------
                                                                          GROSS           GROSS
                                                        AMORTIZED       UNREALIZED      UNREALIZED         FAIR
                                                           COST           GAINS           LOSSES          VALUE
                                                      ---------------------------------------------------------------
                                                                              (In Thousands)
<S>                                                     <C>              <C>              <C>           <C>
U.S. Treasury securities and obligations of
  U.S. government corporations and agencies             $   12,491       $   221          $   94        $   12,618
Obligations of states and political subdivisions            21,453            41             366            21,128
Corporate securities                                       622,763        21,182           4,001           639,944
Mortgage-backed securities                               1,370,177        34,043           5,357         1,398,863
                                                      ---------------------------------------------------------------
Totals                                                  $2,026,884       $55,487          $9,818        $2,072,553
                                                      ===============================================================
</TABLE>

The amortized cost and estimated  fair value of debt  securities at December 31,
1994, 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.

                                               AMORTIZED           FAIR
                                                 COST             VALUE
                                          ----------------------------------
                                                   (In Thousands)

   Due in one year or less                    $       37       $       37
   Due after one year through five years         172,701          167,396
   Due after five years through 10 years         188,972          174,987
   Due after 10 years                            443,641          397,064
                                          ----------------------------------
                                                 805,351          739,484
   Mortgage-backed securities                  1,355,199        1,247,556
                                          ----------------------------------
                                              $2,160,550       $1,987,040
                                          ==================================

- --------------------------------------------------------------------------------
                                       50
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

The cost and the  estimated  fair values of the Company's  equity  securities at
December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1994
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $5,979             $  568                $  124             $ 6,423
Common stock                                  2,509                599                    37               3,071
                                      -------------------------------------------------------------------------------
                                             $8,488             $1,167                $  161             $ 9,494
                                      ===============================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1993
                                      -------------------------------------------------------------------------------
                                                               GROSS                 GROSS
                                            COST            UNREALIZED             UNREALIZED            FAIR
                                           AMOUNT              GAINS                 LOSSES              VALUE
                                      -------------------------------------------------------------------------------
                                                                      (In Thousands)
<S>                                          <C>                <C>                   <C>                <C>
Preferred stock                              $4,950             $  836                $    -             $ 5,786
Common stock                                  2,802              2,484                 1,007               4,279
                                      -------------------------------------------------------------------------------
                                             $7,752             $3,320                $1,007             $10,065
                                      ===============================================================================
</TABLE>


The carrying  amounts and the estimated fair values of the Company's  investment
in mortgage loans and policy loans at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                  <C>             <C>                 <C>             <C>
Mortgage loans                                       $90,509         $88,894             $80,104         $82,370
Policy loans                                          92,130          91,492              86,551          85,325
</TABLE>

- --------------------------------------------------------------------------------
                                       51
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Proceeds from sales of fixed  maturities and related  realized gains and losses,
including valuation adjustments, are as follows:
<TABLE>
<CAPTION>
                                                       1994               1993                1992
                                                 ---------------------------------------------------------
                                                                      (In Thousands)
          <S>                                         <C>                <C>                <C>
          Proceeds from sales                         $119,773           $891,044           $677,781
          Gross realized gains                           4,966             35,955             21,974
          Gross realized losses                          4,813             21,375             26,631
</TABLE>

The  composition  of the  Company's  portfolio of fixed  maturity  securities by
quality rating at December 31, 1994 is as follows:
<TABLE>
<CAPTION>
                  QUALITY RATING                                AMOUNT               %
                  ----------------------------               ---------------------------------
                                                                      (In Thousands)
                  <S>                                             <C>                 <C>
                  AAA                                             $1,327,192           61%
                  AA                                                  78,462            4
                  A                                                  329,517           15
                  BBB                                                287,502           13
                  Noninvestment grade                                137,877            7
                                                             ---------------------------------
                                                                  $2,160,550          100%
                                                             =================================
</TABLE>

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  26  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December  31, 1994 being in the states of Kansas  (31%)
and Texas (16%).

- --------------------------------------------------------------------------------
                                       52
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                 <C>               <C>              <C>
Interest on fixed maturities                                        $ 151,688         $ 150,930        $ 154,105
Interest on mortgage loans                                              7,552             7,835            8,708
Real estate income                                                      3,563             3,451            3,441
Interest on policy loans                                                5,446             5,174            5,030
Dividends on equity securities                                            708               566            1,135
Dividends from subsidiary (Note 5)                                      5,200             8,300            4,800
Other                                                                   5,149             2,139            2,913
                                                                 ----------------------------------------------------
Total investment income                                               179,306           178,395          180,132

Investment expenses                                                     5,915             5,516            5,575
                                                                 ----------------------------------------------------
Net investment income                                               $ 173,391         $ 172,879        $ 174,557
                                                                 ====================================================
</TABLE>

The Company  did not hold any  investments  that  individually  exceeded  10% of
surplus at  December  31,  1994  except for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

Realized gains (losses) consist of the following:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Fixed maturities                                                      $   153           $14,580          $(4,657)
Equity Securities                                                         (62)           (5,179)             247
Other                                                                  (2,401)           (1,934)            (606)
                                                                 ----------------------------------------------------
Total realized gains (losses)                                          (2,310)            7,467           (5,016)

Income tax expense (benefit)                                           (3,593)            1,937             (747)
                                                                 ----------------------------------------------------
                                                                        1,283             5,530           (4,269)

Transferred to interest maintenance
   reserve, net of tax                                                 (2,405)           (8,810)           1,433
                                                                 ----------------------------------------------------
                                                                      $(1,122)          $(3,280)         $(2,836)
                                                                 ====================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       53
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

2.  INVESTMENTS (CONTINUED)

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 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.  Interest rate
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.

If a financial  futures  contract  that is used to manage  interest rate risk is
terminated  early or results in a single payment based on the change in value of
an underlying  asset, any resulting gain or loss is deferred and amortized as an
adjustment to yield of the designated  asset over its remaining  life.  Deferred
gains totaling $1.8 million at December 31, 1994,  resulting from terminated and
expired futures contracts are included in fixed maturities and will be amortized
as an adjustment to interest income.

3.  SEPARATE ACCOUNT TRANSACTIONS

The separate  accounts are established in conformity with Kansas  Insurance Laws
and are not chargeable  with  liabilities  that arise from any other business of
the Company.  Premiums  designated for  investment in the separate  accounts are
included in income with corresponding  liability increases included in benefits.
Separate  account  reserves  are  treated  as  miscellaneous  reserves  with the
corresponding  change  reflected  in  operations  as  permitted  by  the  Kansas
Insurance  Department.  This permitted  practice does not have any effect on the
surplus  of the  Company.  Assets  and  liabilities  of the  separate  accounts,
representing net deposits and accumulated net investment earnings held primarily
for the  benefit of  contract  holders,  are shown as  separate  captions in the
balance sheet. Assets held in the separate accounts are carried at quoted market
values, or where quoted market values are not available, at fair market value as
determined by Security Management Company, a wholly-owned subsidiary of SBG, and
the investment  manager for the separate  account assets.  The Company  receives
administrative  and risk fees  relating  to  amounts  invested  in the  separate
accounts.

- --------------------------------------------------------------------------------
                                       54
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

3.  SEPARATE ACCOUNT TRANSACTIONS (CONTINUED)

The  statement  of   operations   includes  the   following   separate   account
transactions, which have no effect on net income:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                   <C>               <C>              <C>
Annuity considerations and deposits                                   $256,061          $235,624         $191,450
                                                                 ====================================================

Benefits:
   Benefits and other charges                                         $ 83,933          $ 52,283         $ 33,947
   Net transfers to separate accounts                                  172,128           183,341          157,503
                                                                 ----------------------------------------------------
                                                                      $256,061          $235,624         $191,450
                                                                 ====================================================
</TABLE>

4.  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  average
compensation  during the last five 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." Pension cost for the year is allocated
to each  sponsoring  company based on the ratio of salary costs for each company
to total salary cost.  Pension cost allocated to the Company for 1994,  1993 and
1992 was $218,000, $139,000 and $78,000, respectively.

- --------------------------------------------------------------------------------
                                       55
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components  of the net pension cost or on the funded status of
the plan.  Pension cost for the total plan for 1994, 1993 and 1992 is summarized
as follows:
<TABLE>
<CAPTION>
                                                        1994                1993               1992
                                                  ---------------------------------------------------------
                                                                       (In Thousands)
<S>                                                     <C>                <C>                 <C>
          Service cost                                  $ 679              $ 571               $ 480
          Interest cost                                   535                483                 453
          Actual return on plan assets                    310               (966)               (567)
          Net amortization and deferral                  (949)               277                (172)
                                                  ---------------------------------------------------------
          Net pension cost                              $ 575              $ 365               $ 194
                                                  =========================================================
</TABLE>

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                            DECEMBER 31
                                                                                        1994               1993
                                                                                ------------------------------------
                                                                                          (In Thousands)
<S>                                                                                  <C>                <C>
Actuarial present value of benefit obligations:
   Vested benefit obligation                                                         $(4,589)           $(3,838)
   Non-vested benefit obligation                                                        (157)              (292)
                                                                                ------------------------------------
   Accumulated benefit obligation                                                     (4,746)            (4,130)
   Excess of projected benefit obligation over
     accumulated benefit obligation                                                   (2,405)            (3,108)
                                                                                ------------------------------------
   Projected benefit obligation                                                       (7,151)            (7,238)
Plan assets at fair market value                                                       6,514              6,775
                                                                                ------------------------------------
Plan assets less than projected benefit obligation                                      (637)              (463)

Unrecognized net loss                                                                  1,971              2,228
Unrecognized prior service cost                                                          815                640
Unrecognized net asset established at the date
   of initial application                                                             (2,209)            (2,394)
                                                                                ------------------------------------
Net prepaid (accrued) pension expense                                                $   (60)           $    11
                                                                                ====================================
</TABLE>

- --------------------------------------------------------------------------------
                                       56
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Assumptions were as follows:

                                                  1994      1993      1992
                                              -------------------------------

Weighted average discount rate                    8.5%      7.5%      8.5%
Weighted average compensation rate for
   participants age 45 and older                  4.5       4.5       6.0
Weighted average expected long-term return
   on plan assets                                 9.0       9.0       9.5

Salary increase rates that vary by age for  participants  under age 45 were used
in determining the actuarial present value of the projected  benefit  obligation
in 1994.  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 and
certain of its affiliates provide 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 and its  affiliates'  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.

In  1993,  the  Company  adopted  SFAS  No.  106,  "Employers'   Accounting  for
Postretirement  Benefits Other Than Pensions,"  electing the cumulative  method.
The effect of adopting the new rules was a one-time charge of $1,735,000, net of
a $1,103,000 tax benefit.  The net periodic cost is allocated  among the Company
and its affiliates based on the number of eligible  employees.  The net periodic
cost  allocated  to the Company was  $171,000  and  $166,000  for 1994 and 1993,
respectively.  Postretirement benefit costs of $89,000 for 1992 were recorded on
a cash basis and have not been restated.

- --------------------------------------------------------------------------------
                                       57
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components of the net retiree  medical care and life insurance
costs  or on the  funded  status  of the  plan.  Retiree  medical  care and life
insurance costs for the total plan for 1994 and 1993 are summarized as follows:

                                                1994              1993
                                        ------------------------------------
                                                  (In Thousands)

          Service cost                          $116              $118
          Interest cost                          275               233
                                        ------------------------------------
                                                $391              $351
                                        ====================================

The funded  status of the total  plan as of  December  31,  1994 and 1993 was as
follows:
<TABLE>
<CAPTION>
                                                                                        DECEMBER 31
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                            <C>                    <C> 
Accumulated postretirement benefit obligation:
   Retirees                                                                    $(2,418)               $(2,144)
Active participants:
   Retirement eligible                                                            (620)                  (384)
   Others                                                                         (706)                  (737)
                                                                       ----------------------------------------------
                                                                                (3,744)                (3,265)

Unrecognized net (gain) loss                                                       (30)                   253
                                                                       ----------------------------------------------
Accrued postretirement benefit cost                                            $(3,774)               $(3,012)
                                                                       ==============================================
</TABLE>

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 12% for 1994 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that level thereafter. The health 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, 1994 by $209,000 and the
aggregate  of  the  service  and  interest  cost   components  of  net  periodic
postretirement benefit cost for 1994 by $58,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation was 8.5% and 7.5% at December 31, 1994 and 1993, respectively.

- --------------------------------------------------------------------------------
                                       58
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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  $371,000,
$463,000  and $426,000  for the years ended  December  31, 1994,  1993 and 1992,
respectively.

5.  RELATED PARTIES

SBG provides  certain  management  and  administrative  services to the Company.
During 1994, 1993 and 1992, the Company  incurred  $16,852,000,  $14,729,000 and
$12,795,000,  respectively, for such services. The Company leases certain office
space to SBG for which rent income of $1,133,000,  $1,133,000 and $1,062,000 was
recorded  in 1994,  1993 and 1992.  Additionally,  in 1994,  1993 and 1992,  the
Company paid commissions of $2,700,000, $2,985,000 and $2,476,000, respectively,
to Security Distributors, Inc., a wholly-owned subsidiary of SBG.

At December 31, 1994 and 1993, the Company's  investment in SBG was  $21,028,000
and   $21,013,000,   respectively.   The  Company  recorded  cash  dividends  of
$5,200,000, $8,300,000 and $4,800,000 from SBG during 1994, 1993 and 1992.

Condensed financial information related to SBG is as follows:
<TABLE>
<CAPTION>
                                                                                1994                   1993
                                                                       ----------------------------------------------
                                                                                      (In Thousands)
<S>                                                                             <C>                     <C>
Cash and investments                                                            $19,456                 $24,753
Property and equipment                                                            8,736                   7,888
Other assets                                                                      7,991                   4,867
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================

Accounts payable and other liabilities                                          $15,155                 $16,495
Stockholder's equity                                                             21,028                  21,013
                                                                       ----------------------------------------------
                                                                                $36,183                 $37,508
                                                                       ==============================================
</TABLE>

- --------------------------------------------------------------------------------
                                       59
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

5.  RELATED PARTIES (CONTINUED)
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                     <C>               <C>              <C>
Revenues:
   Management fees                                                      $16,852           $14,729          $12,795
   Mutual fund fees                                                      22,608            21,352           20,296
   Other (including in 1993 a gain
     from sale of management rights)                                      2,373             7,287            1,720
                                                                 ----------------------------------------------------
                                                                         41,833            43,368           34,811

General, administrative and other expenses                               32,940            30,080           27,080
Income taxes                                                              3,430             5,233            3,111
Cumulative effect of SFAS No. 106                                             -             1,735                -
                                                                 ----------------------------------------------------
Net income                                                              $ 5,463           $ 6,320          $ 4,620
                                                                 ====================================================
</TABLE>

6.  REINSURANCE

The Company is involved in both the cession and assumption of  reinsurance  with
other companies.  The Company's  maximum  retention on any one life is $500,000.
Risks are  reinsured  with other  companies  to permit  recovery of a portion of
direct losses.

Principal reinsurance transactions are summarized as follows:
<TABLE>
<CAPTION>
                                                                       1994             1993              1992
                                                                 ----------------------------------------------------
                                                                                   (In Thousands)
<S>                                                                  <C>               <C>                <C>
Reinsurance assumed:

   Premiums received                                                 $    1,276        $    1,359         $    579
                                                                 ====================================================
   Commissions paid                                                  $      239        $       96         $    205
                                                                 ====================================================
   Claims paid                                                       $    1,469        $    7,290         $  1,621
                                                                 ====================================================

Reinsurance ceded:

   Premiums paid                                                     $   12,018        $    4,194         $  3,739
                                                                 ====================================================
   Commissions received                                              $    1,443        $      148         $    165
                                                                 ====================================================
   Claim recoveries                                                  $    2,485        $    2,231         $  3,205
                                                                 ====================================================

Reinsurance in force (at December 31):

   Assumed policies                                                  $   30,814        $   39,730         $ 18,515
                                                                 ====================================================
   Ceded policies                                                    $1,150,828        $1,081,591         $999,558
                                                                 ====================================================
</TABLE>

- --------------------------------------------------------------------------------
                                       60
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

6.  REINSURANCE (CONTINUED)

The  liabilities  for policy reserves and policy and contract claims include the
following amounts for reinsurance  assumed:  $120,000 and $3,187,000 at December
31, 1994 and $132,000 and $6,145,000 at December 31, 1993.

The ceding of insurance  through  reinsurance  agreements does not discharge the
primary  liability  of  the  original  underwriters  to  the  insured.  However,
statutory  accounting  practices  treat risks that have been  reinsured,  to the
extent  of  reinsurance,  as though  they were not risks for which the  original
insurer is liable.  Therefore,  in  financial  statement  presentations,  policy
reserves and policy and contract  claim  liabilities  are  presented net of that
portion of risk reinsured.  Accordingly, policy reserves and policy and contract
claim liabilities have been shown net of reinsurance  credits of $11,048,000 and
$459,000 at December 31, 1994 and $4,157,000 and $474,000 at December 31, 1993.

Effective December 31, 1994, the Company  transferred through a 100% coinsurance
agreement,  a block of limited  payment whole life  insurance  business that had
aggregate claim and policy reserves of $7.5 million. The Company recorded a gain
of $1.3 million which represented the initial ceding commission.

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 significant adverse effect on the
Company.  The  nonmajor  medical  business  placed  in the pool has  experienced
significant  losses.  At  December  31,  1994,  the  Company  believes  adequate
provision has been made for such losses.

- --------------------------------------------------------------------------------
                                       61
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

7.  INVESTMENT-TYPE INSURANCE CONTRACTS

The  carrying  amounts  and the fair  values of the  Company's  liabilities  for
investment-type  insurance  contracts  (included  with  policy  reserves  in the
balance sheet) at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                 <C>               <C>               <C>              <C>
Supplementary contracts
   without life contingencies                       $   41,239        $   39,771        $   38,322       $   37,780
Individual and group annuities                       1,828,753         1,690,693         1,711,440        1,586,182
                                                ---------------------------------   ---------------------------------
                                                    $1,869,992        $1,730,464        $1,749,762       $1,623,962
</TABLE>

Fair  values  for  the  Company's  insurance  contracts  other  than  investment
contracts are not required to be disclosed.  However,  the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk, which minimizes  exposure to changing interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance contracts.

8.  INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBG.  Income  taxes are  allocated  to the  Company on the basis of its filing a
separate tax return. The Company is taxed at usual corporate rates as defined by
the applicable income tax laws for mutual life insurance  companies.  These laws
provide for differences in the  recognition of certain income and expenses,  and
provide for deductions that may result in a provision for income taxes that does
not have the customary  relationship of taxes to income.  The  capitalization of
acquisition  expenses  required  by  the  Revenue  Reconciliation  Act  of  1990
increased the Company's effective tax rate for the year ended December 31, 1992,
but this was offset by the dividends  received deduction and policy and contract
reserve  changes.  The principal  item reducing the Company's  effective rate in
subsequent years is the dividends received deduction.

- --------------------------------------------------------------------------------
                                       62
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

8.  INCOME TAXES (CONTINUED)

During the year ended December 31, 1993, the Company began establishing deferred
income taxes on its tax-basis  deferred policy  acquisition costs. Prior to this
time, no deferred  income taxes had been  established on any difference  between
the financial  statement and income tax bases of assets and liabilities  and, at
December  31,  1994,  this  remains the only item to which  deferred  income tax
accounting has been applied.  The Company's  policy is to nonadmit any resulting
deferred  tax asset;  accordingly,  this  practice  has no impact on capital and
surplus.  The  cumulative  effect of adopting  this change as of January 1, 1993
amounted to $3,464,000  and was  reflected as a nonadmitted  asset at that time.
Prior year  financial  statements  have not been  restated  to  reflect  the new
accounting  method.  The  effect of the new method  was to  decrease  income tax
expense by $927,000  and  $1,444,000  for the years ended  December 31, 1994 and
1993.

9.  CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Values 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.  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 over 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.

- --------------------------------------------------------------------------------
                                       63
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

9.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994                   DECEMBER 31, 1993
                                                ---------------------------------   ---------------------------------
                                                   CARRYING           FAIR             CARRYING           FAIR
                                                    AMOUNT            VALUE             AMOUNT            VALUE
                                                ---------------------------------   ---------------------------------
                                                                           (In Thousands)
<S>                                                <C>               <C>                <C>              <C>
Fixed maturities (Note 2)                          $2,160,550        $1,987,040         $2,026,884       $2,072,553
Equity securities (Note 2)                              9,050             9,494              9,229           10,065
Mortgage loans                                         90,509            88,894             80,104           82,370
Policy loans                                           92,130            91,492             86,651           85,325
Short-term investments                                 50,406            50,406             29,602           29,602
Cash and certificates of deposit                       10,820            10,820              4,486            4,486
Investment income due and accrued                      25,857            25,857             25,280           25,280
Futures contracts                                           -               240                  -                -

Investment type:
   Insurance contracts (Note 7)                     1,869,992         1,730,464          1,749,762        1,623,962
</TABLE>

10.  BUSINESS DISPOSITION

Security  Management  Company  (SMC),  a  wholly-owned   subsidiary  of  SBG,  a
wholly-owned subsidiary of the Company,  entered into an agreement with Fidelity
Management  & Research  Company  (FMR) in  connection  with the  acquisition  of
Security  Action Fund by a fund managed by FMR.  Pursuant to its agreement  with
FMR,  SMC agreed to provide  various  consulting  and other  services  to FMR in
connection with and following the  acquisition and to forgo  competition in this
market for one year.

On March 26, 1993, the transaction  closed and FMR paid SMC $5.1 million in cash
at the time of closing with the remaining $1.3 million of proceeds paid in March
1994. SMC realized a pretax gain of $5.8 million in 1993 after deducting certain
costs associated with the transaction.

11.  COMMITMENTS AND CONTINGENCIES

The  Company  has a $10  million  line  of  credit  facility  from a  bank.  Any
borrowings in connection with this facility bear interest at 1/4% over the prime
rate.  At December 31, 1994,  there were no  borrowings  outstanding  under this
facility.

- --------------------------------------------------------------------------------
                                       64
<PAGE>

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)

11.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

Open  investment  funding  commitments  at December 31, 1994 and 1993 equal $1.2
million and $16.4 million, respectively.

The economy and other factors have caused an increase in the number of insurance
companies  that have  required  regulatory  supervision.  This  circumstance  is
expected to result in an increase in  assessments by state  guaranty  funds,  or
voluntary  payments  by  solvent  insurance   companies,   to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered  through a reduction  in future  premium  taxes in some
states.  The  Company  records  these  assessments  on a cash basis and has paid
$2,270,000,  $2,077,000  and  $1,259,000  for the years ended December 31, 1994,
1993 and 1992, respectively.  The ultimate amounts or the ultimate effect of any
such  increased  assessments  or voluntary  payments on the Company's  financial
position  and  results  of  operations  are  not  currently  determinable.   The
accompanying  financial  statements  do not include any  provision  for any such
potential assessments.

12.  SUBSEQUENT EVENTS

Effective  January 2, 1995,  the Company  acquired  from Pioneer  National  Life
Insurance  Company  (Pioneer),  a  wholly-owned  subsidiary of Pioneer  National
Corporation  (PNC),  a  wholly-owned  subsidiary  of SBG,  substantially  all of
Pioneer's life insurance business by assuming liability for the business through
an assumption reinsurance agreement.  Concurrent with the assumption reinsurance
agreement,  the Company entered into a 100%  coinsurance  agreement with Pioneer
reinsuring  the  remaining  business.  The Company did not recognize any gain or
loss on the above  transactions.  The Company received $2.7 million of assets as
consideration  for the  liabilities  assumed by the  Company  in the  assumption
reinsurance and coinsurance agreement.

Pursuant  to an  Agreement  and Plan of Merger,  Pioneer  merged  with the First
Security  Benefit  Life  Insurance  and Annuity  Company of New York  (FSBL),  a
wholly-owned  subsidiary of Security  Benefit  Group,  Inc. FSBL (the  surviving
corporation)  will be in the business of transacting life insurance in the state
of New York.

On February 8, 1995,  the Company  purchased  200,000  shares of common stock of
FSBL,  at a par  value  of $10 per  share  ($2,000,000).  Concurrent  with  this
transaction,  the Company (the sole shareholder)  contributed $4,000,000 to FSBL
to  meet  the  minimum  capital  requirements  of New  York.  The  Company  will
contribute the common stock of FSBL to its downstream holding company,  Security
Benefit Group, Inc.

- --------------------------------------------------------------------------------
                                       65
<PAGE>

                                    APPENDIX

                            DEATH BENEFIT PERCENTAGES


 AGE   PERCENTAGE   AGE    PERCENTAGE   AGE   PERCENTAGE    AGE     PERCENTAGE
0-40      250%       50      185%       60       130%        70        115%
 41       243        51      178        61       128         71        113
 42       236        52      171        62       126         72        111
 43       229        53      164        63       124         73        109
 44       222        54      157        64       122         74        107
 45       215        55      150        65       120        75-90      105
 46       209        56      146        66       119         91        104
 47       203        57      142        67       118         92        103
 48       197        58      138        68       117         93        102
 49       191        59      134        69       116         94        101

- --------------------------------------------------------------------------------
                                       66
<PAGE>

                                  ILLUSTRATIONS

     The  following  tables  illustrate  how the  Death  Benefits  and Net  Cash
Surrender  Values of a hypothetical  policy may vary over an extended  period of
time assuming  hypothetical  rates of return equivalent to constant gross annual
rates of 0%, 6% and 12%.

The policies illustrated include the following:

1.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges.

2.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option A,
     $10,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges.

3.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000  annual  premium,  Current  Cost of  Insurance  Rates  and  Current
     Mortality and Expense Risk and Administrative Charges.

4.   Male,  age 40,  Preferred  Rating Class (based on tobacco  use),  Option B,
     $25,000 annual  premium,  Guaranteed Cost of Insurance Rates and Guaranteed
     Mortality and Expense Risk and Administrative Charges.

     The  values  would  be  different  from  those  shown if the  gross  annual
investment  rates of return  averaged 0%, 6% or 12% over a period of years,  but
also fluctuated above or below those averages for individual policy years.

     The fourth column of each table, labeled "Total Premiums Paid Plus Interest
at 5%," shows the amount that would  accumulate if an amount equal to the annual
premium (after taxes) were invested to earn interest at 5% compounded  annually.
These illustrations assume that no policy loans have been made.

     The amounts  shown for the Death  Benefits  and Net Cash  Surrender  Values
reflect  the fact that the net  investment  return on the  Variable  Accounts is
lower  than the  gross  investment  return  on the  assets  as a  result  of the
mortality  and  expense  risk and  administrative  charges  levied  against  the
Accounts.  These values also take into account a premium load of 2.5%,  although
the premium load may be more or less than this amount  depending on the state in
which the policy is issued.  The amounts shown would differ if unisex rates were
used or if the insured were female and female rates were used. The amounts would
also differ if the insured were a tobacco user and standard rates were used.

     The expenses of the Fund are assumed to be equal to an annual rate of 0.90%
of the aggregate  average  daily net assets of the Fund.  The assumed total Fund
expense of .90% is a dollar weighted average of each Series'  expenses.  For the
year ended December 31, 1994, the total expenses of each Series of the Fund were
the following  percentages of the average daily net assets of the Series:  0.84%
for  Series A, 0.84% for Series B; 0.61% for Series C; 1.34% for Series D; 0.85%
for  Series E;  0.90% for  Series S and 0.88% for  Series J; 1.40% for Series K;
1.65% for Series M;  1.65% for Series N; and 1.35% for Series O.  Series K, M, N
and O were not publicly offered until June 1, 1995. The expenses of these Series
as a percentage  of average  daily net assets,  based on estimated  expenses for
fiscal year 1995, are as follows:  1.40% for Series K; 1.65% for Series M; 1.65%
for Series N; and 1.35% for Series O. The assumed total Fund expense of .90% was
determined based on the average daily net assets of each Series during 1994 and,
with  respect  to Series K, M, N and O,  assuming  average  daily net  assets of
$10,000,000. Accordingly, existing Series, which have lower expenses, were given
more weight in determining  the amount of the Fund's assumed  expenses than were
the new Series which have higher expenses.  The assumed Fund expense of .90% may
be more or less than the Fund expenses incurred depending on the actual expenses
of the Series  underlying  the Variable  Account to which  Accumulated  Value is
allocated.

     After  deductions of the charges and Fund  expenses  described  above,  the
illustrated  gross  annual  investment  rates  of  return  of 0%,  6%,  and  12%
correspond to approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the
tables based on guaranteed charges. In the tables based on current charges,  the
illustrated gross annual investment rates of return of 0%, 6% and 12% correspond
to  approximate  net annual rates of -2.14%,  3.73%,  and 9.60% in the first ten
Policy Years and -1.84%,  4.05% and 9.94%  thereafter.  The hypothetical  values
shown in the tables do not reflect any charges against the Variable Accounts for
income taxes that may be  attributable  to the Variable  Accounts in the future,
since Security Benefit is not currently making these charges.  In the event that
these  charges are to be made,  the gross annual  investment  rate would have to
exceed 0%, 6% or 12% by an amount  sufficient  to cover the tax charges in order
to produce the death benefits and Net Cash Surrender Values illustrated.

     We will  furnish  upon request a  comparable  illustration  reflecting  the
proposed Insured's Age, gender (unless unisex rates apply),  Underwriting Class,
Rating  Class,  Specified  Amount,  Death  Benefit  Option and  premium  amounts
requested. In addition, upon request, illustrations will be furnished reflecting
allocation of premiums to specified Variable  Accounts.  Such illustrations will
reflect  the  expenses of the Series of the Fund in which the  Variable  Account
invests. Illustrations that use a hypothetical gross rate of return in excess of
12% are available to certain large institutional investors upon request.

- --------------------------------------------------------------------------------
                                       67
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                              ------------------------     ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>          <C>           <C>             <C>          <C>            <C>           <C>           <C>
     1      41      $10,000       $10,500        $9,016        $750,000       $9,572       $750,000         $10,128      $750,000
     2      42      $10,000       $21,525       $16,720        $750,000      $18,349       $750,000         $20,043      $750,000
     3      43      $10,000       $33,101       $24,277        $750,000      $27,473       $750,000         $30,936      $750,000
     4      44      $10,000       $45,256       $31,689        $750,000      $36,961       $750,000         $42,901      $750,000
     5      45      $10,000       $58,019       $38,959        $750,000      $46,824       $750,000         $56,046      $750,000

     6      46      $10,000       $71,420       $46,089        $750,000      $57,080       $750,000         $70,487      $750,000
     7      47      $10,000       $85,491       $53,084        $750,000      $67,742       $750,000         $86,350      $750,000
     8      48      $10,000      $100,266       $59,944        $750,000      $78,828       $750,000        $103,777      $750,000
     9      49      $10,000      $115,779       $66,672        $750,000      $90,353       $750,000        $122,921      $750,000
    10      50      $10,000      $132,068       $73,272        $750,000     $102,337       $750,000        $143,951      $750,000

    11      51      $10,000      $149,171       $79,746        $750,000     $114,796       $750,000        $167,054      $750,000
    12      52      $10,000      $167,130       $86,095        $750,000     $127,749       $750,000        $192,434      $750,000
    13      53      $10,000      $185,986       $92,323        $750,000     $141,217       $750,000        $220,315      $750,000
    14      54      $10,000      $205,786       $98,431        $750,000     $155,219       $750,000        $250,944      $750,000
    15      55      $10,000      $226,575      $104,423        $750,000     $169,777       $750,000        $284,591      $750,000

    16      56      $10,000      $248,404      $110,300        $750,000     $184,914       $750,000        $321,554      $750,000
    17      57      $10,000      $271,324      $116,064        $750,000     $200,651       $750,000        $362,159      $750,000
    18      58      $10,000      $295,390      $121,718        $750,000     $217,012       $750,000        $406,766      $750,000
    19      59      $10,000      $320,660      $127,263        $750,000     $234,023       $750,000        $455,769      $750,000
    20      60      $10,000      $347,193      $132,703        $750,000     $251,710       $750,000        $509,601      $750,000

    20      60      $10,000      $347,193      $132,703        $750,000     $251,710       $750,000        $509,601      $750,000
    25      65      $10,000      $501,135      $157,470        $750,000     $350,557       $750,000        $867,830    $1,058,753
    30      70      $10,000      $697,609      $175,797        $750,000     $468,070       $750,000      $1,432,262    $1,661,424
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------
                                       68
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option A
Initial Annual Premium:        $10,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                              ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                              ------------------------     ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>          <C>            <C>            <C>          <C>            <C>           <C>           <C>
     1      41      $10,000       $10,500        $7,804        $750,000       $8,321       $750,000          $8,840      $750,000
     2      42      $10,000       $21,525       $15,329        $750,000      $16,840       $750,000         $18,413      $750,000
     3      43      $10,000       $33,101       $22,576        $750,000      $25,558       $750,000         $28,789      $750,000
     4      44      $10,000       $45,256       $29,538        $750,000      $34,474       $750,000         $40,036      $750,000
     5      45      $10,000       $58,019       $36,210        $750,000      $43,586       $750,000         $52,232      $750,000

     6      46      $10,000       $71,420       $42,580        $750,000      $52,883       $750,000         $65,454      $750,000
     7      47      $10,000       $85,491       $48,641        $750,000      $62,365       $750,000         $79,799      $750,000
     8      48      $10,000      $100,266       $54,390        $750,000      $72,030       $750,000         $95,373      $750,000
     9      49      $10,000      $115,779       $59,815        $750,000      $81,872       $750,000        $112,290      $750,000
    10      50      $10,000      $132,068       $64,905        $750,000      $91,885       $750,000        $130,676      $750,000

    11      51      $10,000      $149,171       $69,634        $750,000     $102,050       $750,000        $150,664      $750,000
    12      52      $10,000      $167,130       $73,974        $750,000     $112,342       $750,000        $172,395      $750,000
    13      53      $10,000      $185,986       $77,888        $750,000     $122,734       $750,000        $196,029      $750,000
    14      54      $10,000      $205,786       $81,336        $750,000     $133,190       $750,000        $221,744      $750,000
    15      55      $10,000      $226,575       $84,281        $750,000     $143,684       $750,000        $249,750      $750,000

    16      56      $10,000      $248,404       $86,683        $750,000     $154,183       $750,000        $280,286      $750,000
    17      57      $10,000      $271,324       $88,507        $750,000     $164,661       $750,000        $313,634      $750,000
    18      58      $10,000      $295,390       $89,731        $750,000     $175,107       $750,000        $350,130      $750,000
    19      59      $10,000      $320,660       $90,300        $750,000     $185,481       $750,000        $390,140      $750,000
    20      60      $10,000      $347,193       $90,144        $750,000     $195,732       $750,000        $434,086      $750,000

    20      60      $10,000      $347,193       $90,144         $75,000     $195,732       $750,000        $434,086      $750,000
    25      65      $10,000      $501,135       $75,073         $75,000     $242,750       $750,000        $730,712      $891,469
    30      70      $10,000      $697,609       $23,051         $75,000     $274,104       $750,000      $1,191,698    $1,382,370
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------
                                       69
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

         BASED ON CURRENT COST OF INSURANCE RATES AND CURRENT MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                              0% HYPOTHETICAL GROSS        6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                            ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                            ------------------------     ------------------------     ------------------------
                                TOTAL
                              PREMIUMS
  END OF                      PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY           ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR   AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----   ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>   <C>     <C>        <C>             <C>           <C>          <C>            <C>             <C>           <C>
     1    41      $25,000       $26,250       $23,322        $773,322      $24,736       $774,736         $26,150      $776,150
     2    42      $25,000       $53,813       $44,992        $794,992      $49,206       $799,206         $53,587      $803,587
     3    43      $25,000       $82,753       $66,200        $816,200      $74,589       $824,589         $83,658      $833,658
     4    44      $25,000      $113,141       $86,954        $836,954     $100,921       $850,921        $116,619      $866,619
     5    45      $25,000      $145,048      $107,264        $857,264     $128,235       $878,235        $152,745      $902,745

     6    46      $25,000      $178,550      $127,140        $877,140     $156,570       $906,570        $192,341      $942,341
     7    47      $25,000      $213,728      $146,591        $896,591     $185,962       $935,962        $235,741      $985,741
     8    48      $25,000      $250,664      $165,626        $915,626     $216,451       $966,451        $283,309    $1,033,309
     9    49      $25,000      $289,447      $184,254        $934,254     $248,079       $998,079        $335,446    $1,085,446
    10    50      $25,000      $330,170      $202,484        $952,484     $280,888     $1,030,888        $392,591    $1,142,591

    11    51      $25,000      $372,928      $220,324        $970,324     $314,922     $1,064,922        $455,226    $1,205,226
    12    52      $25,000      $417,825      $237,782        $987,782     $350,227     $1,100,227        $523,877    $1,273,877
    13    53      $25,000      $464,966      $254,868      $1,004,868     $386,849     $1,136,850        $599,122    $1,349,122
    14    54      $25,000      $514,464      $271,588      $1,021,588     $424,840     $1,174,840        $681,594    $1,431,594
    15    55      $25,000      $566,437      $287,951      $1,037,951     $464,248     $1,214,248        $771,989    $1,521,989

    16    56      $25,000      $621,009      $303,963      $1,053,963     $505,128     $1,255,128        $871,066    $1,621,066
    17    57      $25,000      $678,310      $319,634      $1,069,634     $547,535     $1,297,535        $979,660    $1,729,660
    18    58      $25,000      $738,475      $334,969      $1,084,969     $591,524     $1,341,524      $1,098,685    $1,848,685
    19    59      $25,000      $801,649      $349,977      $1,099,977     $637,157     $1,387,157      $1,229,143    $1,979,143
    20    60      $25,000      $867,981      $364,663      $1,114,663     $684,492     $1,434,492      $1,372,131    $2,122,131

    20    60      $25,000      $867,981      $364,663      $1,114,663     $684,492     $1,434,492      $1,372,131    $2,122,131
    25    65      $25,000    $1,257,836      $432,377      $1,182,377     $947,813     $1,697,813      $2,320,146    $3,070,146
    30    70      $25,000    $1,750,401      $487,741      $1,237,741   $1,257,935     $2,007,935      $3,812,768    $4,562,768
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------
                                       70
<PAGE>

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                         700 HARRISON, TOPEKA, KS 66636

                             SECURITY ELITE BENEFIT
                A Flexible Premium Variable Life Insurance Policy

Illustration for:              Male, Age 40, Preferred
Initial Specified Amount:      $750,000, Option B
Initial Annual Premium:        $25,000

      BASED ON GUARANTEED COST OF INSURANCE RATES AND GUARANTEED MORTALITY
                   AND EXPENSE RISK AND ADMINISTRATIVE CHARGES
<TABLE>
<CAPTION>
                                                 0% HYPOTHETICAL GROSS       6% HYPOTHETICAL GROSS       12% HYPOTHETICAL GROSS
                                               ANNUAL INVESTMENT RETURN    ANNUAL INVESTMENT RETURN     ANNUAL INVESTMENT RETURN
                                               ------------------------    ------------------------     ------------------------
                                  TOTAL
                                PREMIUMS
  END OF                        PAID PLUS      NET CASH                     NET CASH                     NET CASH
  POLICY             ANNUAL     INTEREST       SURRENDER        DEATH       SURRENDER       DEATH        SURRENDER       DEATH
   YEAR     AGE     PREMIUMS      AT 5%          VALUE         BENEFIT        VALUE        BENEFIT         VALUE        BENEFIT
   ----     ---     --------      -----          -----         -------        -----        -------         -----        -------
    <S>     <C>     <C>        <C>             <C>           <C>            <C>          <C>             <C>           <C>
     1      41      $25,000       $26,250       $22,096        $772,096      $23,470       $773,470         $24,846      $774,846
     2      42      $25,000       $53,813       $43,586        $793,586      $47,680       $797,680         $51,938      $801,938
     3      43      $25,000       $82,753       $64,476        $814,476      $72,648       $822,648         $81,481      $831,481
     4      44      $25,000      $113,141       $84,764        $834,764      $98,388       $848,388        $113,698      $863,698
     5      45      $25,000      $145,048      $104,449        $854,449     $124,915       $874,915        $148,829      $898,829

     6      46      $25,000      $178,550      $123,521        $873,521     $152,234       $902,234        $187,130      $937,130
     7      47      $25,000      $213,728      $141,979        $891,979     $180,359       $930,359        $228,891      $978,891
     8      48      $25,000      $250,664      $159,821        $909,821     $209,307       $959,307        $274,428    $1,024,428
     9      49      $25,000      $289,447      $177,038        $927,038     $239,084       $989,084        $324,081    $1,074,081
    10      50      $25,000      $330,170      $193,621        $943,621     $269,699     $1,019,699        $378,220    $1,128,220

    11      51      $25,000      $372,928      $209,547        $959,547     $301,144     $1,051,145        $437,238    $1,187,238
    12      52      $25,000      $417,825      $224,785        $974,785     $333,406     $1,083,406        $501,557    $1,251,557
    13      53      $25,000      $464,966      $239,299        $989,299     $366,462     $1,116,462        $571,632    $1,321,632
    14      54      $25,000      $514,464      $253,046      $1,003,046     $400,281     $1,150,281        $647,953    $1,397,953
    15      55      $25,000      $566,437      $265,990      $1,015,990     $434,837     $1,184,837        $731,065    $1,481,065

    16      56      $25,000      $621,009      $278,089      $1,028,089     $470,098     $1,220,099        $821,559    $1,571,559
    17      57      $25,000      $678,310      $289,309      $1,039,309     $506,038     $1,256,038        $920,090    $1,670,090
    18      58      $25,000      $738,475      $299,633      $1,049,633     $542,642     $1,292,642      $1,027,391    $1,777,391
    19      59      $25,000      $801,649      $309,006      $1,059,006     $579,861     $1,329,861      $1,144,227    $1,894,227
    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421

    20      60      $25,000      $867,981      $317,360      $1,067,360     $617,627     $1,367,627      $1,271,421    $2,021,421
    25      65      $25,000    $1,257,836      $340,656      $1,090,656     $811,126     $1,561,127      $2,096,555    $2,846,555
    30      70      $25,000    $1,750,401      $322,829      $1,072,829     $999,216     $1,749,216      $3,351,554    $4,101,554
</TABLE>

All Premiums  illustrated  are assumed to be paid at the beginning of the policy
year.

This illustration assumes that no policy loans or withdrawals have been made.

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY    ONE    YEAR    OR     SUSTAINED     OVER    ANY     PERIOD    OF    TIME.
- --------------------------------------------------------------------------------
                                       71


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