SECURITY BENEFIT LIFE INSURANCE CO
485APOS, 1999-03-01
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<PAGE>
           As Filed with the Securities and Exchange Commission on March 1, 1999
                                                       Registration No. 33-77322
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-6

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

                         POST-EFFECTIVE AMENDMENT NO. 5

                       SECURITY VARILIFE SEPARATE ACCOUNT
                            (SECURITY ELITE BENEFIT)
                           (Exact Name of Registrant)

                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                               (Name of Depositor)

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

                                                          Copies to:
    Amy J. Lee                                            Jeffrey S. Puretz
    Associate General Counsel                             Dechert Price & Rhoads
    Security Benefit Group Building                       1775 Eye Street, N.W.
    700 SW Harrison Street                                Washington, D.C. 20006
    Topeka, Kansas 66636-0001
    (Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective (check appropriate box)

[_] immediately upon filing pursuant to paragraph (b)
[_] on April 30, 1999 pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a) (1)
[X] on April 30, 1999 pursuant to paragraph (a) (1) of Rule 485
[_] this  post-effective  amendment  designates  a  new  effective  date  for  a
    previously filed post-effective amendment.

Filing Fee:   None

Title of  Securities  Being  Registered:  Interests in a separate  account under
individual flexible premium variable life insurance policies.
<PAGE>
                             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 ("the "Policy," or "the  "Policies")  offered by
Security Benefit Life Insurance  Company  ("Security  Benefit").  As long as the
Policy  remains in force,  it  provides  lifetime  insurance  protection  on the
Insured  named in the Policy  through the  Maturity  Date.  The Policy  provides
maximum  flexibility in connection  with premium  payments and death benefits by
permitting  you,  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 you to provide for changing insurance
needs under a single insurance policy.  You may surrender the Policy for its Net
Cash Surrender Value.

    You may  allocate  net  premium  payments  to one or  more  of the  Variable
Accounts  that  comprise  a  separate  account of  Security  Benefit  called the
Security  Varilife  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  Series of the SBL Fund. The Variable
Accounts and the corresponding Series of the Fund available under the policy are
listed below:
    
*   Growth (Series A)         *   Global Aggressive
                                    Bond (Series K)
*   Growth-Income (Series B)   *   Specialized Asset
                                    Allocation (Series M)
*   Money Market (Series C)    *   Managed Asset
                                    Allocation (Series N)
*   Worldwide Equity           *   Equity Income
    (Series D)                     (Series O)
*   High Grade Income          *   Social Awareness
    (Series E)                     (Series S)
*   Mid Cap (Series J)

   
    Amounts that you allocate to the Variable  Accounts 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.

    Amounts that you allocate to the Fixed Account will accrue interest at rates
declared by Security  Benefit.  

    You may  choose  from two death  benefit  options.Under  Option A, the death
benefit  remains fixed at the Specified  Amount that you select (or, if greater,
it equals Accumulated Value multiplied by a certain percentage). Under Option B,
the death benefit equals the Specified  Amount that you select plus  Accumulated
Value (or, if greater,  Accumulated  Value multiplied by a certain  percentage).
Under Option B, if you allocate  Accumulated  Value to the Variable Accounts the
death benefit will vary daily with the  investment  performance  of 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.

    You may return the Policy according to the terms of its Free-Look Right (see
"Right to Examine a Policy -- Free-Look  Right," page 19).  During the Free-Look
Right, 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 Variable Accounts.  For a brief summary of the Fixed Account, see "The Fixed
Account," page 26.

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

THIS  PROSPECTUS IS  ACCOMPANIED  BY A CURRENT  PROSPECTUS FOR THE SBL FUND. YOU
SHOULD READ THE PROSPECTUS CAREFULLY AND RETAIN THEM 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 MAY 1, 1999
- --------------------------------------------------------------------------------

                                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.................    8
         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
     Year 2000 Compliance......................................    9
     Security Varilife Separate Account........................    10
     SBL Fund..................................................    10
     Series A..................................................    11
     Series B..................................................    11
     Series C..................................................    11
     Series D..................................................    11
     Series E..................................................    11
     Series J..................................................    11
     Series K..................................................    11
     Series M..................................................    11
     Series N..................................................    11
     Series O..................................................    11
     Series S..................................................    11
     The Investment Adviser....................................    11

THE POLICY.....................................................    11
     Application for a Policy..................................    11
     Premiums..................................................    12
     Guaranteed Death Benefit Premium..........................    13
     Allocation of Net Premiums................................    13
     Dollar Cost Averaging Option..............................    13
     Asset Reallocation Option.................................    14
     Transfer of Accumulated Value.............................    14
     Death Benefit.............................................    15
         Option A..............................................    15
         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..............................    17
     Determination of Accumulated Value........................    17
     Policy Loans..............................................    17
     Benefits at Maturity......................................    18
     Surrender.................................................    18
     Partial Withdrawal Benefits...............................    18
     Right to Examine a Policy--Free-Look Right................    19
     Lapse.....................................................    19
     Reinstatement.............................................    19

CHARGES AND DEDUCTIONS.........................................    19
     Premium Tax...............................................    19
         State and Local Premium Tax Charge....................    20
     Deductions from Accumulated Value.........................    20
         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 Requirement for Charges................    23
         Accelerated Benefit for Terminal Illness..............    23
         Other.................................................    23
     Charge for Security Benefit Income Taxes..................    24
     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..............................................    26
     General Description.......................................    26
     Death Benefit.............................................    26
     Policy Charges............................................    26
     Transfers, Surrenders, Withdrawals, and Policy Loans......    26

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.............................    32
     Legal Proceedings.........................................    32
     Legal Matters.............................................    32
     Registration Statement....................................    32
     Experts...................................................    32
     Financial Statements......................................    32

APPENDIX ......................................................    59

ILLUSTRATIONS..................................................    60

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.

   
- --------------------------------------------------------------------------------
You may not be able to  purchase  the  Policy  in your  state.  You  should  not
consider  this  Prospectus  to be an  offering if the Policy may not be lawfully
offered in your state. You should only rely upon  information  contained in this
Prospectus  or that we have  referred you to. We have not  authorized  anyone to
provide you with information that is different.
- --------------------------------------------------------------------------------
    

                                 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  you named in the  application  or later
designated 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. The length of the Extended Guaranteed Death Benefit
Period will vary  according to the Age of the Insured on the Policy Date. At all
times  during  the  Extended  Guaranteed  Death  Benefit  Period,  the amount of
premiums  you have paid on the Policy less any  outstanding  Policy Debt and any
Partial  Withdrawals must be 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  Extended  Guaranteed  Death
Benefit Rider is an optional  insurance benefit that you 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  you  may  allocate  all or a  portion  of net  premium  payments  for
accumulation  at a fixed  rate of  interest  (which  may not be less than  4.0%)
declared by Security Benefit.

GENERAL ACCOUNT -- All assets of Security  Benefit other than those allocated to
the Separate Account or to any other 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. At all times during the first five Policy
Years, the amount of premiums you have paid on the Policy,  less any outstanding
Policy Debt and any Partial  Withdrawals,  must be 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 in force.
    

HOME OFFICE -- The SEB  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,  Martin Luther King, Jr. Day,  Presidents'  Day, Good
Friday,  Memorial  Day,  Independence  Day,  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.

<PAGE>

                              SUMMARY OF THE POLICY

This summary  provides 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," page 26 and in the Policy.

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

                                DIAGRAM OF POLICY

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

                                PREMIUM PAYMENTS

                    *   You can vary amount and frequency.
- --------------------------------------------------------------------------------

                             [ARROW POINTING DOWN]

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

                            DEDUCTIONS FROM PREMIUMS

       * Premium Tax based upon the actual rate in the state of residence.
- --------------------------------------------------------------------------------

                             [ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
                                   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.)
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                             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 20.)

*Investment  advisory  fees and other fund expenses are deducted from the Series
 of SBL Fund. (See page 20.)

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

                  [LEFT, CENTER AND RIGHT ARROW POINTING DOWN]

- --------------------------------------------------------------------------------
LIVING  BENEFITS  

*Within  the  first  24  months  after  the  Policy  Date,  subject  to  certain
 restrictions, the policyowner may exchange the policy issued and made available
 for exchange by Security Benefit

*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.)

RETIREMENT BENEFITS

   
*For loans  outstanding  during  Policy  Years  one  through  ten,  the net loan
 interest  rate is 2%. For loans  outstanding  after the first ten Policy Years,
 the net loan interest rate is currently 0%. (See page 17.)
    

*Payments may be taken under one or more of five different payment options. (See
 page 28.)

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.)
- --------------------------------------------------------------------------------

<PAGE>

   
PURPOSE OF THE POLICY

    The  Policy  offers  you  insurance  protection  on the life of the  Insured
through the Maturity  Date as 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, you may choose the amount and frequency of premium payments.

POLICY VALUES

    You may allocate net premium payments among the various Variable Accounts or
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 you,  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.
You bear 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

   
    You 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.  You should choose Option A if you are seeking to have
favorable investment  performance reflected in increasing Accumulated Value. You
should  choose  Option B if you are  seeking  favorable  investment  performance
reflected in  increasing  insurance  coverage.  You may change the death benefit
option subject to certain conditions.  See "Death Benefit" and "Changes in Death
Benefit Option," pages 15 and 15.

PREMIUM FEATURES

    Security  Benefit  requires you 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,  you may  choose  the amount and  frequency  of
premium payments.  The Policy,  therefore,  provides you with the flexibility to
vary premium payments to reflect varying financial conditions.

    When applying for a Policy,  you will determine a Planned  Periodic  Premium
that provides for the payment of level premiums over a specified period of time.
You may pay additional  premiums  monthly under a  Secur-O-Matic  plan.  Under a
Secur-O-Matic plan you authorize Security Benefit to withdraw premiums from your
checking  account on the 7th,  14th,  21st or 28th of each  month.  The  minimum
initial  premium  required  must be paid before  Security  Benefit will accept a
Secur-O-Matic plan.
    
    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

   
    You may  allocate Net Premium  Payments  among the  Variable  Accounts.  The
Variable  Accounts  invest  in  diversified  portfolios  of a mutual  fund.  The
portfolios include stocks, bonds, money market instruments,  or a combination of
these  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").  Each Series of the Fund 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 Mid Cap 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); the Equity Income
Variable Account (Series O); and the Social  Awareness  Variable Account (Series
S). See "SBL Fund," page 10. Security Management Company, LLC, is the Investment
Adviser of each of the  Series,  subject  to the  direction  and  control of the
Fund's  Board  of  Directors.  Security  Management  Company,  LLC is a  limited
liability  company,  which is  controlled by Security  Benefit.  The Adviser has
engaged  OppenheimerFunds,  Inc.  to  serve  as  Sub-Adviser  of  Series  D. The
Investment  Manager has also engaged T. Rowe Price Associates,  Inc. to serve as
Sub-Adviser of Series N and O and Meridian Investment Management  Corporation to
provide investment advisory and analytic research services 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

   
    You may transfer  Accumulated Value among the Variable Accounts and, subject
to certain  other  limitations,  between  the  Variable  Accounts  and the Fixed
Account.  You may make transfers 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

    You may borrow from Security  Benefit up to 80% of the Policy's  Accumulated
Value,  subject to a minimum loan of $1,000.  You may borrow an amount in excess
of 80% 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

   
    You may obtain a full refund of the  premium  paid if the Policy is returned
within 20 days after you  receive 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 13.

SURRENDER RIGHT

    You 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

    You may make a  Partial  Withdrawal  on and  after the last day of the first
Policy Year. You 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  you have  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.

    Each Partial  Withdrawal must be for at least $500. After the withdrawal the
Policy's Net Cash Surrender Value 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

    Security  Benefit  deducts a premium tax 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:

    * Security  Benefit  assesses a state and local  premium tax charge  against
each premium to pay applicable state and local premium taxes,  currently ranging
from  .75%  to 5%.  However  premium  tax  rates  are  subject  to  change  by a
governmental entity.

DEDUCTIONS FROM ACCUMULATED VALUE

    Security  Benefit  deducts a charge  called  the  monthly  deduction  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.

   
    * OPTIONAL  INSURANCE  BENEFITS  CHARGES:  The  monthly  deduction  includes
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% in the first ten Policy
Years and .25%  thereafter.  Security  Benefit,  however,  reserves the right to
charge up to an annual  rate of .35% 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% of the
average daily net assets of each Variable  Account in the first ten Policy Years
and .70% thereafter.  Security Benefit, however, reserves the right to charge up
to .90% in all Policy Years.

    Security Benefit pays the operating  expenses of the Separate  Account.  The
Fund pays the investment advisory fees and operating expenses of 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

   
    You 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%. In addition,
Security  Benefit  may in its sole  discretion  pay  interest  in  excess of the
guaranteed amount. See "The Fixed Account," page 26.

CONTACTING SECURITY BENEFIT

    You should direct all written requests,  notices,  and forms required by the
Policies,   and  any   questions  or  inquiries   to  Security   Benefit's   SEB
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 stock life insurance  company organized under the laws
of the State of Kansas.  It was  organized  originally  as a  fraternal  benefit
society  and  commenced  business  February  22,  1892.  It became a mutual life
insurance  company  under its present name on January 2, 1950. On July 31, 1998,
the  Company  converted  from a mutual  life  insurance  company to a stock life
insurance  company  ultimately  controlled by Security  Benefit  Mutual  Holding
Company,  a Kansas mutual holding company.  Membership  interests of persons who
were  Policyowners as of July 31, 1998 became  membership  interests in Security
Benefit Mutual Holding Company as of that date, and persons who acquire policies
from the  Company  after that date  automatically  become  members in the mutual
holding company.

    Security Benefit offers variable life insurance policies, fixed and variable
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 December 31, 1998, Security Benefit had total assets of approximately $7.9
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of approximately $8.8 billion.

    The Principal  Underwriter for the 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
Benefit  Group,  Inc.,  a financial  services  holding  company  wholly owned by
Security Benefit.

YEAR 2000 COMPLIANCE

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

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

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

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

   
    Security  Benefit  established  the Separate  Account 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.  Each Series of the Fund pursues
different investment objectives and policies.  Security Benefit purchases shares
of each Series 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.

   
    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. Series A seeks  long-term  capital growth by investing  primarily in a
broadly diversified portfolio of common stocks.

    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.

    SERIES C -- Amounts  allocated  to the Money  Market  Variable  Account  are
invested in Series C. Series C seeks a high level of current  income  consistent
with  preserving  capital by investing in money market  securities  with varying
maturities.

    SERIES D -- Amounts  allocated to the Worldwide  Equity Variable Account are
invested  in Series D.  Series D seeks  long-term  growth of  capital  primarily
through  investment  in common  stocks and  equivalents  of companies in foreign
countries and the United States.

    SERIES E -- Amounts  allocated to the High Grade Income Variable Account are
invested in Series E. Series E seeks to provide  current income with security of
principal by investing in a broad range of debt  securities,  including U.S. and
foreign  corporate debt securities and securities issued by the U.S. and foreign
governments.

    SERIES J -- Amounts  allocated to the Mid Cap Variable  Account are invested
in Series J. Series J seeks  capital  appreciation  by investing  primarily in a
broadly diversified portfolio of common stocks.

    SERIES K -- Amounts allocated to the Global Aggressive Bond Variable Account
are invested in Series K. Series K seeks high current income and, as a secondary
objective,  capital appreciation by investing primarily in a broad range of debt
securities,  including U.S. and foreign 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. Series M seeks 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 U.S. and foreign issuers.

    SERIES N -- Amounts  allocated  to the  Managed  Asset  Allocation  Variable
Account are invested in Series N. Series N seeks a high level of total return by
investing primarily in a diversified  portfolio of debt and equity securities of
U.S. and foreign issuers.

    SERIES O -- Amounts  allocated  to the Equity  Income  Variable  Account are
invested in Series O. Series O seeks to provide substantial  dividend income and
also capital  appreciation  by investing  primarily  in  dividend-paying  common
stocks of established companies.

    SERIES S -- Amounts  allocated to the Social Awareness  Variable Account are
invested  in Series S.  Series S seeks  capital  appreciation  by  investing  in
various types of securities  which meet certain social criteria  established for
the Series.

THE INVESTMENT ADVISER

    Security Management Company, LLC, located at 700 SW Harrison Street, Topeka,
Kansas 66636,  serves as Investment Adviser to each Series of the Fund. Security
Management  Company,  LLC is registered  with the SEC as an investment  adviser.
Security Management Company,  LLC 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,
N and O. With respect to Series M, the  foregoing  responsibilities  are divided
between the Investment Adviser and a Sub-Adviser.  See the accompanying SBL Fund
prospectus  for details.  The Investment  Adviser has engaged  OppenheimerFunds,
Inc., Two World Trade Center,  New York, New York 10048,  to provide  investment
advisory services to Series D of the Fund. The Investment Adviser has engaged T.
Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, Maryland 21202 to
provide  investment  advisory services to Series N and O. The Investment Adviser
has also engaged Meridian Investment Management Corporation, 12835 East Arapahoe
Road,  Tower II, 7th Floor,  Englewood,  Colorado 80112,  to provide  investment
advisory and analytic research services to Series M.

                                   THE POLICY

    The variable  life  insurance  benefits  provided by the Policies are funded
through your  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.  If you wish to
purchase the Policy you 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,  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. Security Benefit will take any monthly deductions
due 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 Security Benefit does not receive the initial premium 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  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 your
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 you 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 arrangement.

    When applying for a Policy,  you 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 you
authorize  Security Benefit to withdraw premiums from your checking account each
month on the 7th,  14th,  21st, or 28th day of each month.  The minimum  initial
premium   required  must  be  paid  before  Security  Benefit  will  accept  the
Secur-O-Matic plan.
    
    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 at 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 15. 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.

   
    Security  Benefit will deduct a premium tax 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

    You may decide to pay the Guaranteed Death Benefit  Premium.  If you pay the
Guaranteed Death Benefit Premium in advance on at least a monthly basis you 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.  The  Guaranteed  Death  Benefit  will no longer be in
effect and may not be reinstated  if the required  payment is not made within 61
days,  measured  from the date of notice.  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,  you select 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  your  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  your  most  recent  instructions.  Available  allocation
alternatives include the eleven Variable Accounts and the Fixed Account.

    You may change the allocation of net premiums by submitting a proper written
request to Security  Benefit's  Home  Office.  The  minimum  amount that you may
allocate to a Variable Account or the Fixed Account is the greater of $25 or 10%
of the  net  premium.  Security  Benefit  allows  allocation  of  only  a  whole
percentage of net premium. You may change net premium allocation instructions 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 you may dollar cost
average your Accumulated Value by authorizing  Security Benefit to make periodic
transfers 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  transfer  of
Accumulated Value to one or more Variable  Accounts.  Amounts  transferred under
this option will be credited at the Variable  Account price as of the end of the
Valuation  Dates on which  the  transfers  are  effected.  Since  the price of a
Variable  Account's  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  price is low and a  lesser  number  of  units  when the
Accumulation  Unit price 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  price  is  low  and  a  lesser  number  of  units  when  the
Accumulation  Unit  price is high.  Dollar  cost  averaging  does not  guarantee
profits, nor does it assure that you will not have losses.

    You  may  request  a  Dollar  Cost  Averaging  Request  form  from  the  SEB
Administration  Department.  On the form, you 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  Accounts to and from which the transfers
will be made, the desired frequency of the transfers,  which may be on a monthly
or  quarterly  basis,  and the length of time during which the  transfers  shall
continue or the total amount to be transferred over time.

    To elect the Dollar Cost Averaging Option, your 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.  You may not have Dollar Cost
Averaging  and Asset  Reallocation  Options  in effect at the same  time.  After
Security Benefit has received a Dollar Cost Averaging  Request in proper form at
its Home Office, Security Benefit will transfer Accumulated Value in the amounts
you designate from the Variable  Account from which  transfers are to be made to
the Variable Account or Accounts you have chosen. The minimum amount that may be
transferred  from any  Variable  Account is $100.  After the  Free-Look  Period,
Security  Benefit  will effect the first  transfer  on the monthly or  quarterly
anniversary,  whichever  corresponds to the period you selected,  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.

    You may instruct  Security  Benefit at any time to  terminate  the option by
written  request  to  Security   Benefit's  Home  Office.  In  that  event,  the
Accumulated  Value in the Variable  Account that has not been  transferred  will
remain in that  Variable  Account,  subject  to monthly  deductions,  unless you
instruct  otherwise.  If you wish to  continue  transferring  on a  Dollar  Cost
Averaging basis after the expiration of the applicable  period, the total amount
elected has been  transferred,  or the Variable  Account has been  depleted,  or
after the Dollar Cost Averaging  Option has been  canceled,  you must complete a
new Dollar Cost Averaging Request and send it to Security Benefit's Home Office.
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 subject to certain  restrictions  described in "The Fixed Account," page
26.

ASSET REALLOCATION OPTION

    Security  Benefit  currently  offers an option under which you may authorize
Security Benefit to automatically  transfer your Accumulated  Value each quarter
to maintain a particular percentage allocation among the Variable Accounts.  The
Accumulated  Value  allocated to each  Variable  Account will grow or decline in
value at different rates during the quarter.  Asset  Reallocation  automatically
reallocates the Accumulated  Value in the Variable  Accounts each quarter to the
allocation you select.  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 you buy low and sell high, although there can be no assurance
of this. This reallocation method does not guarantee profits, nor does it assure
that you will not have losses.  If you choose this option,  it is possible  that
Accumulated  Value may, at any time, be less than the Accumulated Value that you
would have experienced had the Option not been selected.

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

    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  Variable  Account  Accumulation  Unit price 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.

    You may instruct  Security  Benefit at any time to terminate  this option by
written  request  to  Security   Benefit's  Home  Office.  In  that  event,  the
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 you instruct otherwise. If you wish to continue
Asset  Reallocation  after it has been  canceled,  you may  complete a new Asset
Reallocation  Request form and send it to Security  Benefit's  Home Office.  The
Accumulated  Value  must be at least  $10,000  at the time the  request is made.
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,  subject to the  restrictions on transfers from the Fixed
Account as described in "The Fixed Account," page 26.

TRANSFER OF ACCUMULATED VALUE

    After the Free-Look Period you may transfer the Accumulated  Value among the
Variable Accounts upon proper written request to Security Benefit's Home Office.
You may transfer  Accumulated Value (other than transfers in connection with the
Dollar  Cost  Averaging  or Asset  Reallocation  Options)  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.  The minimum  transfer  amount 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.

    After the  Free-Look  Period  you may  transfer  Accumulated  Value 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 26.
    
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  a  group  or  sponsored
arrangement.

    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).

   
    You 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 option is designated,  Security Benefit will assume you selected Option A.
Subject  to  certain  restrictions,  you 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% 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.  If you seek favorable  investment  performance  reflected in increasing
Accumulated Value rather than increasing  insurance coverage,  you 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,  if you seek favorable investment  performance reflected in increased
insurance coverage, you 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. Consult the Policy for details.

CHANGES IN DEATH BENEFIT OPTION

    You 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. You may change  death
benefit  options  only once per  Policy  Year,  and  requests  should be made in
writing to  Security  Benefit's  Home  Office.  You may change  from Option B to
Option A without  evidence of  insurability;  a change from Option A to Option B
requires  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 a group or sponsored  arrangement.  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  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

   
    You may request an increase or  decrease  in the  Specified  Amount  under a
Policy after the first Policy Year subject to approval  from  Security  Benefit.
You may change the Specified  Amount only 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 you 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 your cost of
insurance  charge.  Conversely,  a decrease in Specified Amount may decrease the
net amount at risk,  which  will  decrease  your 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.

    You may  request an increase  or  decrease  in  Specified  Amount 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 you are not the  Insured,  Security  Benefit  will also require the
consent of the Insured before accepting a request.

    INCREASES. Security Benefit will require additional evidence of insurability
satisfactory to Security Benefit 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.  Security  Benefit will not permit a
decrease 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 a group  or  sponsored  arrangement.  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 you 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,  Security  Benefit  will adjust the portion of the
Accumulated  Value allocated to any particular  Variable  Account 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,  Security  Benefit will also adjust the
portion of the Accumulated  Value allocated to a particular  Variable Account to
reflect  the  assessment  of  the  monthly  deduction.   See  "Determination  of
Accumulated Value," below. No minimum amount of Accumulated Value is guaranteed.
You bear 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
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 you bear the  entire  investment  risk  relating  to the
investment performance of Accumulated Value allocated to the Variable Accounts.

    Security Benefit will invest the amounts  allocated to the Variable Accounts
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 you  allocate  net
premiums to a Variable Account,  the Policy is credited with accumulation units.
In  addition,   other   transactions   including  loans,   surrenders,   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 price of the affected  Variable
Account. The unit price of each Variable Account is determined on each Valuation
Date. The number of units credited will not change because of subsequent changes
in unit price.

    The price of each Variable Account's units initially was $10. The unit price
of a Variable  Account on any Valuation Date is calculated by adjusting the unit
price 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

    You 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.  You may take a loan any time a Policy is in force.  The
minimum  loan amount is $1,000.  The maximum  loan amount is 80% of  Accumulated
Value.  You may borrow an amount in excess of 80% of Accumulated  Value, and the
minimum  loan  amount  may be less,  on  Policies  issued in  certain  states as
required by applicable state law.

    When you take a loan, an amount equal to the loan is transferred out of your
Accumulated  Value in the Variable  Accounts and the Fixed Account into the Loan
Account to secure the loan. Unless you request  otherwise,  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% per year and for Policy Debt  outstanding  thereafter,  is
currently  6.0% per year  (Security  Benefit  reserves the right to charge up to
6.50% per year),  which is  equivalent to an annual  effective  rate of 8.0% and
6.0%,  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%.

    You 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, Security Benefit will transfer an amount
equal to the  repayment  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,  Security  Benefit will transfer any
interest  earned on the loan  balance  held in the Loan  Account on each  Policy
Anniversary  to each of the Variable  Accounts and Fixed  Account in  accordance
with your most recent premium allocation instructions.

    While the amount to secure the loan is held in the Loan  Account,  you forgo
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,
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 you, 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

    You 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.

    You may  surrender a Policy by sending a written  request  together with the
Policy to Security  Benefit's Home Office.  Security  Benefit will determine the
proceeds 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. You 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 you 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,  you 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 you  choose  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  a  group  or  sponsored
arrangement.

    You 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,  Security  Benefit may delay payment of a Partial  Withdrawal until
such time as good payment has been  collected,  which may take up to 15 days. As
of the effective date of any  withdrawal,  your  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 you.
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 you have  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 you have  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 15.
    
    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 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 13.

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

   
    Security  Benefit  deducts a premium tax from each premium  payment  under a
Policy prior to allocation  of the net premium to your  Accumulated  Value.  The
premium tax consists of the following item:

    STATE AND LOCAL  PREMIUM  TAX  CHARGE.  Security  Benefit  assesses a charge
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% to 5%, but are subject to change by
a governmental entity.

DEDUCTIONS FROM ACCUMULATED VALUE

    Security  Benefit  deducts a charge  called  the  monthly  deduction  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:
    
    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% in the first ten Policy
Years and .25%  thereafter.  Security  Benefit,  however,  reserves the right to
charge up to an annual  rate of .35% 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% of the
average daily net assets of each Variable  Account in the first ten Policy Years
and .70% thereafter.  Security Benefit, however, reserves the right to charge up
to .90% 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 24.

    Security Benefit bears 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  prospectus of the
Fund more fully describes the advisory fees and other expenses.
    

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,  you may need tax advice if you are
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% of the
value of its assets is  represented by any one  investment,  no more than 70% is
represented by any two investments, no more than 80% is represented by any three
investments,  and no more  than  90% 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 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 you 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 you . 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 your trade or business,  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,  you 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,  you 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.

    Amounts  received under a Modified  Endowment  Contract that are included in
gross  income  are  subject  to an  additional  tax  equal to 10% of the  amount
included in gross income,  unless an exception  applies.  The 10% 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 you. 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 your  trade or  business , 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.

   
    You should  consult a  qualified  tax advisor for  complete  information  on
federal, state, local and other tax considerations.
    

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.  Security Benefit may deduct a charge 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 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 you
will have the right to instruct will be determined by dividing your  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 you 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 your 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

   
    Security  Benefit will send to you, at least annually,  a statement  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.

    You 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.

   
    Where required, Security Benefit will not substitute any shares attributable
to your interest in a Variable  Account or the Separate  Account without notice,
your 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 you 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  your  Accumulated  Value  attributable  to  the
performance  of one or more  Variable  Accounts,  or as a change  in your  death
benefit. Performance quotations may be expressed as a change in your Accumulated
Value over time or in terms of the average annual  compounded  rate of return on
your 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 your 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

   
    You may allocate all or a portion of your 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 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.

   
    You may elect to allocate  net premium  payments to the Fixed  Account,  the
Separate  Account,  or both.  You 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% per month,
compounded  monthly,  for a minimum  effective  annual rate of 4%. 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%. (The  portion of your  Accumulated
Value that has been used to secure Policy Debt will be credited with an interest
rate of .48676% per month,  compounded monthly,  for an effective annual rate of
6%.)

    Accumulated Value 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 your 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 15.

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 you  to the  extent  the
Accumulated  Value is  allocated  to the Fixed  Account;  however,  you 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.  You 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% 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.

    You may also make full surrenders and Partial Withdrawals to the same extent
as a Policyowner  who has invested in the Variable  Accounts.  See  "Surrender,"
page 18 and "Partial  Withdrawal  Benefits,"  page 18.  Policyowners  allocating
Accumulated  Value  in the  Fixed  Account  may  borrow  up to  80% 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. You 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. You 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,  you or
your 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,
you 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 you
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 you 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,  you 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 your 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  you 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.

    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

   
    You  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 you 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 from time to time Security Benefit may establish
current rates that are lower (i.e.,  providing greater income).  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.

OPTIONAL INSURANCE BENEFITS

    Subject  to  certain  requirements,  you 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% 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.  You 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% of premium and
3% of the monthly  cost of  insurance  charge.  Broker/dealers  may also receive
annual  compensation  of up to .20%  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.
    

<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>
Howard R. Fricke                                       Chairman of the Board, Chief Executive Officer and Director, Security
Chief Executive Officer and Director                   Benefit Life Insurance Company from March 1988 to present. Chairman of 
                                                       the Board, President, Chief Executive Officer and Director, Security
                                                       Benefit Life Insurance Company from February 1988 to March 1998.

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

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

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

Steven J. Douglass                                     President and Chief Executive Officer, Payless ShoeSource, Inc., Topeka,
3231 E. 6th Street                                     Kansas, since April 1996; various senior management positions, May
Topeka, KS 66607                                       Department Stores, Inc., St. Louis, Missouri prior to 1996.

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                                          Retired 1998 to present. Chairman of the Board, President and Chief
Director                                               Executive Officer, Western Resources, Inc., Topeka, Kansas 1989 to 1998;
200 Gulf Blvd.                                         Chairman, President and Chief Executive Officer, Southwestern Bell Telephone
Belleair Shore, FL 33786                               Company, Topeka, Kansas prior to 1989.
    

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

Frank C. Sabatini                                      Chairman of the Board, 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

Kris A. Robbins                                        President and Chief Operating Officer, Security Benefit Life Insurance
President and Chief Operating Officer                  Company since March 1998; Executive Vice President and Chief Operating
                                                       Officer, Security Benefit Life Insurance Company from July 1997 to March
                                                       1998; various senior management positions, Providian Corp., Louisville,
                                                       Kentucky from 1985 to 1997.

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

Richard K Ryan                                         Senior Vice President, Security Benefit Life Insurance Company.
Senior Vice President, Product and Market Development

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

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

   
Greg Garvin                                            Senior Vice President, Sales and Distribution, Security Benefit Life
Senior Vice President, Sales and Distribution          Insurance Company from December 1998 to present; Vice President, Security
                                                       Benefit  Life   Insurance Company, April 1998 to December  1998;
                                                       Vice President Aegon/Commonwealth General,  Louisville,  KY from 1996-
                                                       1998; Executive Vice President, Consenco/Bankmark, Louisville,  KY,  1993
                                                       to 1996; President, Investor Life Services/USFG, Cincinnati,  OH  1988  to
                                                       1993; President,  Goldome Agency,  Buffalo, NY from 1983 to 1988.
    

James R. Schmank                                       Senior Vice President, Security Benefit Life Insurance Company.
Senior Vice President

Venette K. Davis                                       Senior Vice President, Market Implementation, Security Benefit Life
Senior Vice President, Market Implementation           Insurance Company.

J. Craig Anderson                                      Senior Vice President, Human Resources, Security Benefit Life Insurance
Senior Vice President, Human Resources                 Company from March 1998 to present; Vice President, Human Resources,
                                                       Security Benefit Life Insurance Company, June 1996 to March 1998; Vice
                                                       President and Associate Counsel, Security Benefit Life Insurance Company,
                                                       1985 to June 1996.
</TABLE>

OFFICERS  AND  DIRECTORS  OF SBL WHO ARE  ALSO  CONNECTED  WITH  THE FUND OR ITS
AFFILIATED PERSONS:
<TABLE>
<CAPTION>
<S>                                                    <C>
John D. Cleland                                        Senior Vice President and Managing Member Representative,

                                                       Security Management Company, LLC

James R. Schmank                                       President and Managing Member Representative,
                                                       Security Management Company, LLC
</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.

<PAGE>

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.  Security Benefit must file an Annual Statement in a
prescribed  form 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

    You 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 your  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),  you might not be able to request
transfers and loans by telephone, and would have to submit written requests.

    By authorizing telephone transfers, you authorize Security Benefit to accept
and act upon telephonic  instructions for transfers  involving your Policy,  and
agrees that neither Security  Benefit,  nor any of its affiliates will be liable
for any loss, 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,  you 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,  Associate
General Counsel of Security Benefit.

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 and may
also be obtained at the SEC's web site, http://www.sec.gov.

EXPERTS

   
    The  Consolidated   Financial  Statements  for  Security  Benefit  Corp  and
subsidiaries,  including Security Benefit, at December 31, 1998 and 1997 and for
each of the three  years in the period  ended  December  31,  1998 and  Security
Varilife  Separate  Account at December 31, 1998 and for each of the three years
in the  period  ended  December  31,  1998  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

    Financial  Statements for the Separate  Account at December 31, 1998 and for
each  of the  three  years  in the  period  ended  December  31,  1998  and  the
Consolidated  Financial  Statements of Security Benefit Corp and subsidiaries at
December 31, 1998,  and 1997 and for each of the three years in the period ended
December 31, 1998, are set forth herewith  starting on page 33. The most current
financial  statements of Security  Benefit Corp and subsidiaries 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 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.

<PAGE>

                         Report of Independent Auditors

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

We have audited the  accompanying  balance sheet of Security  Varilife  Separate
Account (the Account)  (comprised of the individual series indicated therein) as
of December 31, 1998,  and the related  statements of operations  and changes in
net assets for each of the three years in the period then ended. These financial
statements   are  the   responsibility   of  the   Account's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of investments owned as of December 31, 1998 by correspondence with
the transfer agent. 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 the individual series of the
Security  Varilife  Separate  Account at December 31,  1998,  and the results of
their  operations and changes in their net assets for each of the three years in
the  period  then  ended  in  conformity  with  generally  accepted   accounting
principles.

February 5, 1999
<PAGE>
                       Security Varilife Separate Account
                                  Balance Sheet
                                December 31, 1998
            (DOLLARS IN THOUSANDS - EXCEPT PER SHARE AND UNIT VALUES)


ASSETS
Investments:
  SBL Fund:
    Series A (Growth Series) - 60,613 shares at net asset value of
      $34.27 per share (cost, $1,729) .................................   $2,077
    Series B (Growth-Income Series) - 8,586 shares at net asset value
      of $39.68 per share (cost, $348) ................................      341
    Series C (Money Market Series) - 5,669 shares at net asset value of
      $12.53 per share (cost, $72) ....................................       71
    Series D (Worldwide Equity Series) - 46,709 shares at net asset
      value of $6.74 per share (cost, $301) ...........................      315
    Series E (High Grade Income Series) - 8,488 shares at net asset
      value of $12.42 per share (cost, $103) ..........................      105
    Series J (Emerging Growth Series) - 12,365 shares at net asset
      value of $22.51 per share (cost, $248) ..........................      278
    Series K (Global Aggressive Bond Series) - 3,619 shares at net
      asset value of $9.56 per share (cost, $37) ......................       35
    Series M (Specialized Asset Allocation Series) - 6,341 shares at
      net asset value of $12.87 per share (cost, $75) .................       82
    Series N (Managed Asset Allocation Series) - 2,442 shares at net
      asset value of $16.01 per share (cost, $29) .....................       39
    Series O (Equity Income Series) - 20,227 shares at net asset value
      of $18.35 per share (cost, $313) ................................      371
    Series S (Social Awareness Series) - 1,003 shares at net asset
      value of $28.40 per share (cost, $22) ...........................       29
                                                                           -----
Total assets                                                              $3,743
                                                                           =====
<PAGE>
NET ASSETS

Net assets are represented by (NOTE 3):

                                                   NUMBER       UNIT
                                                  OF UNITS      VALUE     AMOUNT
                                                  ------------------------------
Growth Series:
  Accumulation units ..........................    83,617      $24.84     $2,077
Growth-Income Series:
  Accumulation units ..........................    17,727       19.22        341
Money Market Series:
  Accumulation units ..........................     6,041       11.76         71
Worldwide Equity Series:
  Accumulation units ..........................    20,982       15.00        315
High Grade Income Series:
  Accumulation units ..........................     7,916       13.32        105
Emerging Growth Series:
  Accumulation units ..........................    14,754       18.87        278
Global Aggressive Bond Series:
  Accumulation units ..........................     2,627       13.17         35
Specialized Asset Allocation Series:
  Accumulation units ..........................     5,836       13.98         82
Managed Asset Allocation Series:
  Accumulation units ..........................     2,409       16.22         39
Equity Income Series:
  Accumulation units ..........................    19,752       18.79        371
Social Awareness Series:
  Accumulation units ..........................     1,277       22.97         29
                                                                          ------
Total net assets                                                          $3,743
                                                                          ======

SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1998
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                     HIGH                  
                                               GROWTH-      MONEY     WORLDWIDE      GRADE      EMERGING   
                                   GROWTH      INCOME       MARKET      EQUITY      INCOME       GROWTH    
                                   SERIES      SERIES       SERIES      SERIES      SERIES       SERIES    
                                ---------------------------------------------------------------------------
<S>                                 <C>        <C>          <C>         <C>         <C>          <C>
Dividend distributions              $    8     $    5       $    1      $    4      $    5       $    2    
Expenses (NOTE 2):
   Mortality and expense risk 
   fee                                   -          -            -           -           -            -    
   Administrative fee and
     insurance costs                  (132)       (38)         (11)        (48)         (5)         (47)   
                                ---------------------------------------------------------------------------
Net investment gain (loss)            (124)       (33)         (10)        (44)          -          (45)   

Capital gain distributions             104         30            -          21           1           24    
Realized gain on investments            59          7            2           1           -            8    
Unrealized appreciation
   (depreciation) on 
   investment                          215        (23)           -          24           1            6    
                                ---------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments          378         14            2          46           2           38    
                                ---------------------------------------------------------------------------

Net increase (decrease) in net
   assets resulting from 
   operations                          254        (19)          (8)          2           2           (7)   
Net assets at beginning of year      1,320        278           46         227          86          222    
Variable account deposits
   (NOTES 2 AND 3)                     547        101          199         102          20           83    
Terminations and withdrawals
   (NOTES 2 AND 3)                     (29)       (16)        (165)        (13)         (2)         (18)   
Mortality adjustment                   (15)        (3)          (1)         (3)         (1)          (2)   
                                ---------------------------------------------------------------------------
Net assets at end of year           $2,077       $341        $  71        $315        $105         $278    
                                ===========================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                  GLOBAL    SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                   BOND      ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                  SERIES       SERIES      SERIES       SERIES      SERIES    
                                -------------------------------------------------------------
<S>                                 <C>          <C>         <C>        <C>           <C>
Dividend distributions              $  3         $  2        $  1       $    5        $  -    
Expenses (NOTE 2):                                                                           
   Mortality and expense risk 
   fee                                 -            -           -            -           -    
   Administrative fee and                                                                    
     insurance costs                  (1)          (4)         (2)         (18)         (1)   
                                -------------------------------------------------------------
Net investment gain (loss)             2           (2)         (1)         (13)         (1)   
                                                                                             
Capital gain distributions             1            4           -           12           1    
Realized gain on investments           -            -           1           17           1    
Unrealized appreciation                                                                      
   (depreciation) on 
   investments                        (2)           4           4           (2)          5    
                                -------------------------------------------------------------
Net realized and unrealized                                                                  
   gain (loss) on investments         (1)           8           5           27           7    
                                -------------------------------------------------------------
                                                                                             
Net increase (decrease) in net                                                               
   assets resulting from 
   operations                          1            6           4           14           6    
Net assets at beginning of year       24           57          31          302          24    
Variable account deposits                                                                    
   (NOTES 2 AND 3)                    12           20           4           91           3    
Terminations and withdrawals                                                                 
   (NOTES 2 AND 3)                    (2)           -           -          (33)         (4)   
Mortality adjustment                   -           (1)          -           (3)          -    
                                -------------------------------------------------------------
Net assets at end of year            $35          $82         $39         $371         $29    
                                =============================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1997
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                     HIGH                  
                                               GROWTH-      MONEY     WORLDWIDE      GRADE      EMERGING   
                                   GROWTH      INCOME       MARKET      EQUITY      INCOME       GROWTH    
                                   SERIES      SERIES       SERIES      SERIES      SERIES       SERIES    
                                ---------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>         <C>         <C>          <C>
Dividend distributions              $   5       $  5         $  3        $  4        $  5         $  1     
Expenses (NOTE 2):
   Mortality and expense risk
   fee                                 (7)        (2)           -          (2)         (1)          (2)    
   Administrative fee and
     insurance costs                   (77)       (21)         (10)        (28)        (5)         (31)    
                                ---------------------------------------------------------------------------
Net investment gain (loss)             (79)       (18)          (7)        (26)        (1)         (32)    
Capital gain distributions              49         13            -          10          -            5     
Realized gain (loss) on
   investments                          43         11           (1)          8          -           15     
Unrealized appreciation
   (depreciation) on 
   investments                          89         10            -         (13)         2           16     
                                ---------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments          181         34           (1)          5           2           36    
                                ---------------------------------------------------------------------------

Net increase (decrease) in net
   assets resulting from  
   operations                          102         16           (8)        (21)          1            4    
Net assets at beginning of year        502        113           31         150          69          157    
Variable account deposits
   (NOTES 2 AND 3)                     752        153          426         124          18          108    
Terminations and withdrawals
   (NOTES 2 AND 3)                     (36)        (4)        (403)        (26)         (2)         (47)   
                                ---------------------------------------------------------------------------
Net assets at end of year           $1,320       $278        $  46        $227         $86         $222    
                                ===========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                  GLOBAL    SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                   BOND      ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                  SERIES       SERIES      SERIES       SERIES      SERIES    
                                -------------------------------------------------------------
<S>                                <C>          <C>         <C>          <C>         <C>
Dividend distributions             $  2         $  1        $  -         $  2        $  -     
Expenses (NOTE 2):                                                                           
   Mortality and expense risk                                                                
   fee                                -            -           -           (2)          -     
   Administrative fee and                                                                    
     insurance costs                 (1)          (3)         (1)         (13)         (1)    
                                -------------------------------------------------------------
Net investment gain (loss)            1           (2)         (1)         (13)         (1)    
Capital gain distributions            1            1           -            3           1     
Realized gain (loss) on                                                                      
   investments                        -            -           -            4           -     
Unrealized appreciation                                                                      
   (depreciation) on
   investments                       (1)           1           4           46           2     
                                -------------------------------------------------------------
Net realized and unrealized                                                                  
   gain (loss) on investments          -            2           4           53           3    
                                -------------------------------------------------------------
                                                                                             
Net increase (decrease) in net                                                               
   assets resulting from  
   operations                          1            -           3           40           2
Net assets at beginning of year       13           36          23          141          12    
Variable account deposits                                                                    
   (NOTES 2 AND 3)                    10           21           5          121          13    
Terminations and withdrawals                                                                 
   (NOTES 2 AND 3)                     -            -           -            -          (3)   
                                -------------------------------------------------------------
 Net assets at end of year           $24          $57         $31         $302         $24    
                                ============================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
                       Security Varilife Separate Account
                Statement of Operations and Changes in Net Assets
                          Year ended December 31, 1996
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                     HIGH                   
                                               GROWTH-      MONEY     WORLDWIDE      GRADE      EMERGING    
                                   GROWTH      INCOME       MARKET      EQUITY      INCOME       GROWTH     
                                   SERIES      SERIES       SERIES      SERIES      SERIES       SERIES     
                                ----------------------------------------------------------------------------
<S>                                <C>         <C>          <C>         <C>           <C>        <C>
Dividend distributions             $    3      $    2       $    1      $    3        $  3       $    -     
Expenses (NOTE 2):
   Mortality and expense risk
   fee                                 (3)         (1)          (1)         (1)          -           (1)    
   Administrative fee and
     insurance costs                  (31)        (10)          (7)         (9)         (4)         (15)    
                                ----------------------------------------------------------------------------
Net investment loss                   (31)         (9)          (7)         (7)         (1)         (16)    

Capital gain distributions             19           9            -           3           -            4     
Realized gain on
   investments                         14           5            3           2           -            2     
Unrealized appreciation
   (depreciation) on 
   investments                         32          (3)          (1)          3          (3)           8     
                                ----------------------------------------------------------------------------
Net realized and unrealized
   gain (loss) on investments          65          11            2           8          (3)          14     
                                ----------------------------------------------------------------------------

Net increase (decrease) in net
   assets resulting from              
   operations                          34           2           (5)          1          (4)          (2)    
Net assets at beginning of 
   year                               201          61          143          17          39           53     
Variable account deposits
   (NOTES 2 AND 3)                    278          57          401         133          34          112     
Terminations and withdrawals
   (NOTES 2 AND 3)                    (11)         (7)        (508)         (1)          -           (6)    
                                ----------------------------------------------------------------------------
Net assets at end of year            $502        $113        $  31        $150         $69         $157     
                                ============================================================================
</TABLE>

SEE ACCOMPANYING NOTES.
<PAGE>
<TABLE>
<CAPTION>
                                 GLOBAL     SPECIALIZED    MANAGED                            
                                AGGRESSIVE     ASSET        ASSET       EQUITY      SOCIAL    
                                  BOND       ALLOCATION  ALLOCATION     INCOME    AWARENESS   
                                 SERIES        SERIES      SERIES       SERIES      SERIES    
                                ------------------------------------------------------------
<S>                                <C>           <C>         <C>        <C>           <C>     
Dividend distributions             $  1          $  -        $  -       $    -        $  -    
Expenses (NOTE 2):                                                                          
   Mortality and expense risk
   fee                                -             -           -           (1)          -
   Administrative fee and                                                                   
     insurance costs                 (1)           (1)          -           (2)          -    
                                ------------------------------------------------------------
Net investment loss                   -            (1)          -           (3)          -    
                                                                                            
Capital gain distributions            -             -           -            -           -    
Realized gain on                      -             -           -            -           1    
   investments                                                                              
Unrealized appreciation                                                                     
   (depreciation) on 
   investments                        1             3           2           14           -
                                ------------------------------------------------------------
Net realized and unrealized                                                                 
   gain (loss) on investments         1             3           2           14           1    
                                ------------------------------------------------------------
                                                                                            
Net increase (decrease) in net                                                              
   assets resulting from 
   operations                         1             2           2           11           1
Net assets at beginning of 
   year                               -             1           -            -           3
Variable account deposits                                                                   
   (NOTES 2 AND 3)                   12            34          21          130          13    
Terminations and withdrawals                                                                
   (NOTES 2 AND 3)                    -            (1)          -            -          (5)   
                                ------------------------------------------------------------
Net assets at end of year           $13           $36         $23         $141         $12    
                                ============================================================
</TABLE>
<PAGE>
                       Security Varilife Separate Account
                          Notes to Financial Statements
                        December 31, 1998, 1997 and 1996


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Varilife  Separate  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  relates to Security  Elite  Benefit,  a variable  life
product  sold by SBL.  Deposits  received by the Account are invested in the SBL
Fund, a mutual fund not  otherwise  available to the public.  As directed by the
owners, amounts deposited may be invested in shares of Series A (Growth Series -
emphasis on capital appreciation),  Series B (Growth-Income Series - emphasis on
capital appreciation with secondary emphasis on income),  Series C (Money Market
Series - emphasis on capital  preservation  while generating  interest  income),
Series D (Worldwide Equity Series - emphasis on long-term capital growth through
investment  in foreign and domestic  common  stocks and  equivalents),  Series E
(High  Grade  Income  Series -  emphasis  on current  income  with  security  of
principal),   Series  J   (Emerging   Growth   Series  -  emphasis   on  capital
appreciation),  Series K  (Global  Aggressive  Bond  Series -  emphasis  on high
current  income  with  secondary  emphasis  on capital  appreciation),  Series M
(Specialized  Asset Allocation Series - emphasis on high total return consisting
of capital appreciation and current income),  Series N (Managed Asset Allocation
Series - emphasis on high level of total return), Series O (Equity Income Series
emphasis on substantial  dividend income and capital  appreciation) and Series S
(Social Awareness Series emphasis on capital appreciation).

Under the terms of the investment advisory contracts,  portfolio  investments of
the underlying mutual fund are made by Security Management Company, LLC (SMC), a
limited  liability company  controlled by its members,  SBL and Security Benefit
Group,  Inc., a  wholly-owned  subsidiary  of SBL. SMC has engaged T. Rowe Price
Associates,  Inc.  to  provide  sub-advisory  services  for  the  Managed  Asset
Allocation  Series  and  the  Equity  Income  Series  and  Meridian   Investment
Management  Corporation  to provide  sub-advisory  services for the  Specialized
Asset  Allocation  Series,  and  Strong  Capital  Management,  Inc.  to  provide
sub-advisory services to the Small Cap Series.  Lexington Management Corporation
(LMC) served as  sub-advisor  for the Worldwide  Equity Series until November 1,
1998, when LMC was replaced by  OppenheimerFunds,  Inc.  Effective  December 31,
1998,  LMC resigned as  sub-advisor  for Global  Aggressive  Bond Series,  which
thereafter will be advised by SMC.

INVESTMENT VALUATION

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

The cost of investments  purchased and proceeds from investments sold during the
year ended December 31 were as follows

<TABLE>
<CAPTION>
                                              1998                    1997                     1996
                                     ---------------------- ------------------------- ------------------------
                                                  PROCEEDS                PROCEEDS                 PROCEEDS
                                       COST OF      FROM       COST OF      FROM        COST OF      FROM
                                      PURCHASES    SALES      PURCHASES     SALES      PURCHASES     SALES
                                     ---------------------- ------------------------- ------------------------
                                                                  (IN THOUSANDS)
<S>                                      <C>        <C>           <C>         <C>          <C>        <C>
Growth Series .....................      $694       $211          $847        $161         $312       $  56
Growth-Income Series ..............       155         76           186          42           70          20
Money Market Series ...............       263        240           436         420          426         543
Worldwide Equity Series ...........       131         68           156          74          144          15
High Grade Income Series ..........        25          7            24           9           38           5
Emerging Growth Series ............       147        105           127          93          124          30
Global Aggressive Bond Series .....        15          2            14           2           13           1
Specialized Asset Allocation Series        26          5            24           4           35           2
Managed Asset Allocation Series ...         5          2             5           1           22           1
Equity Income Series ..............       109         55           128          17          131           4
Social Awareness Series ...........         4          5            17           7           14           6
</TABLE>

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

The  operations of the account are part of the  operations of SBL. Under current
law, no federal  income  taxes are  allocated  by SBL to the  operations  of the
Account.

USE OF ESTIMATES

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

2. SECURITY VARILIFE SEPARATE 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 also is 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 divided by 1.0032737 less the accumulated value at
the  beginning of the month.  These charges  amounted to $297,000,  $185,000 and
$78,000 during 1998, 1997 and 1996, respectively.

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

3. SUMMARY OF UNIT TRANSACTIONS

                                                           UNITS
                                              ----------------------------------
                                                   YEAR ENDED DECEMBER 31
                                                 1998      1997      1996
                                              ----------------------------------
                                                      (IN THOUSANDS)
Growth Series:
   Account deposits .......................       25         40         19
   Terminations, withdrawals and expenses .        7          6          3
Growth-Income Series:
   Account deposits .......................        5         10          4
   Terminations, withdrawals and expenses .        3          2          1
Money Market Series:
   Account deposits .......................       17         38         37
   Terminations, withdrawals and expenses .       15         37         48
Worldwide Equity Series:
   Account deposits .......................        7         10         12
   Terminations, withdrawals and expenses .        4          4          1
High Grade Income Series:
   Account deposits .......................        2          2          3
   Terminations, withdrawals and expenses          1          1          -
Emerging Growth Series:
   Account deposits .......................        5          7          9
   Terminations, withdrawals and expenses .        4          5          2
Global Aggressive Bond Series:
   Account deposits .......................        1          1          1
   Terminations, withdrawals and expenses .        -          -          -
Specialized Asset Allocation Series:
   Account deposits .......................        2          2          3
   Terminations, withdrawals and expenses .        -          -          -
Managed Asset Allocation Series:
   Account deposits .......................        -          -          2
   Terminations, withdrawals and expenses .        -          -          -
Equity Income Series:
   Account deposits .......................        5          8         10
   Terminations, withdrawals and expenses .        3          1          -
Social Awareness Series:
   Account deposits .......................        -          1          1
   Terminations, withdrawals and expenses .        -          -          -
<PAGE>
                         Report of Independent Auditors

The Board of Directors
Security Benefit Corp.

We have audited the accompanying consolidated balance sheets of Security Benefit
Corp.  and  Subsidiaries  (the Company) as of December 31, 1998 and 1997 and the
related consolidated  statements of income,  changes in stockholder's equity and
cash flows for each of the three years in the period  ended  December  31, 1998.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Security Benefit
Corp.  and  Subsidiaries  at  December  31,  1998 and 1997 and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period  ended  December  31,  1998 in  conformity  with  generally  accepted
accounting principles.

February 5, 1999
<PAGE>
                     Security Benefit Corp. and Subsidiaries
                           Consolidated Balance Sheets


                                                             DECEMBER 31
                                                        1998              1997
                                                     ---------------------------
                                                            (IN THOUSANDS)
ASSETS
Investments:
  Securities available-for-sale:
    Fixed maturities .............................   $2,120,369       $1,650,324
    Equity securities ............................      158,291          120,508
  Fixed maturities held-to-maturity ..............      264,283          452,411
  Mortgage loans .................................       57,400           64,251
  Real estate ....................................        2,875            3,056
  Policy loans ...................................       88,385           85,758
  Cash ...........................................       28,419           30,896
  Other invested assets ..........................       49,308           42,395
                                                     ---------------------------
Total investments ................................    2,769,330        2,449,599

Accrued investment income ........................       31,740           30,034
Accounts receivable ..............................       18,616           22,227
Reinsurance recoverable ..........................      407,891          397,519
Property and equipment, net ......................       20,869           19,669
Deferred policy acquisition costs ................      168,483          159,441
Other assets .....................................       17,381           15,537
Separate account assets ..........................    4,416,194        3,716,639
                                                     ---------------------------
                                                     $7,850,504       $6,810,665
                                                     ===========================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Policy reserves and annuity account values .....   $2,699,894       $2,439,713
  Policy and contract claims .....................        9,768           10,955
  Other policyholder funds .......................       20,496           21,582
  Accounts payable and accrued expenses ..........       47,168           35,343
  Income taxes payable ...........................       24,622           10,960
  Deferred income tax liability ..................       60,109           58,261
  Long-term debt and other borrowings ............       60,000           65,000
  Other liabilities ..............................       14,276           17,331
  Separate account liabilities ...................    4,416,194        3,716,639
                                                     ---------------------------
Total liabilities ................................    7,352,527        6,375,784

Stockholder's equity:
  Preferred stock, $0.001 par value, 10,000,000
  shares authorized, no shares issued or
  outstanding ....................................            -                -

  Common stock:
    Class A shares, $0.001 par value, 200,000,000
    shares authorized, no shares issued or
    outstanding ..................................            -                -

    Class B shares, $0.001 par value, 50,000,000
    shares authorized, 1,000 shares issued and
    outstanding ..................................            -                -

  Retained earnings ..............................      467,877          409,432

  Accumulated other comprehensive income, net ....       30,100           25,449
                                                     ---------------------------
Total stockholder's equity .......................      497,977          434,881
                                                     ---------------------------
                                                     $7,850,504       $6,810,665
                                                     ===========================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
                     Security Benefit Corp. and Subsidiaries
                        Consolidated Statements of Income


                                                      YEAR ENDED DECEMBER 31
                                               1998         1997         1996
                                            ------------------------------------
                                                          (IN THOUSANDS)
Revenues:
  Insurance premiums and other
    considerations ......................   $  24,187    $  24,640    $  28,848
  Net investment income .................     174,048      184,975      194,783
  Asset based fees ......................      88,721       72,025       55,977
  Other product charges .................       7,749        9,163       10,470
  Realized gains (losses) on investments.       4,261        4,929         (244)
  Other revenues ........................      17,307       21,389       24,391
                                            ------------------------------------
Total revenues ..........................     316,273      317,121      314,225

Benefits and expenses:
  Annuity and interest sensitive
    life benefits:
      Interest credited to account
       balances .........................      94,552      102,640      108,705
  Benefit claims in excess of
    account balances ....................       4,662        4,985        7,541
  Traditional life insurance benefits....      12,617       17,472       18,222
  Supplementary contract payments........       9,694        9,660       11,121
  Increase in traditional life reserves..       1,699        7,050        8,580 
  Other benefits ........................      13,227        7,801       11,416
                                            ------------------------------------
Total benefits ..........................     136,451      149,608      165,585

Commissions and other operating expenses.      65,755       59,576       52,044
Amortization of deferred policy
  acquisition costs .....................      25,447       26,179       25,930
Interest expense ........................       5,075        5,305        4,285
Other expenses ..........................       3,354        3,381        1,667
                                            ------------------------------------
Total benefits and expenses .............     236,082      244,049      249,511
                                            ------------------------------------
Income before income taxes ..............      80,191       73,072       64,714
Income taxes ............................      21,746       21,567       20,871
                                            ------------------------------------
Net income ..............................   $  58,445    $  51,505    $  43,843
                                            ====================================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
                     Security Benefit Corp. and Subsidiaries
           Consolidated Statements of Changes in Stockholder's Equity


                                                         ACCUMULATED
                                                           OTHER
                                    COMMON   RETAINED   COMPREHENSIVE
                                    STOCK    EARNINGS      INCOME         TOTAL
                                    --------------------------------------------

Balance at December 31, 1995 .....   $-     $314,084       $11,607     $325,691
  Comprehensive income:
    Net income ...................    -       43,843             -       43,843
    Unrealized gains (losses), net    -            -       (12,086)     (12,086)
                                                                        -------
  Comprehensive income ...........                                       31,757
                                    --------------------------------------------
Balance at December 31, 1996 .....    -      357,927          (479)     357,448
  Comprehensive income:
    Net income ...................    -       51,505             -       51,505
    Unrealized gains (losses), net    -            -        25,928       25,928
                                                                        -------
  Comprehensive income ...........                                       77,433
                                    --------------------------------------------
Balance at December 31, 1997 .....    -      409,432        25,449      434,881
  Comprehensive income:
    Net income ...................    -       58,445             -       58,445
    Unrealized gains (losses), net    -            -         4,651        4,651
                                                                        -------
  Comprehensive income ...........                                       63,096
                                    --------------------------------------------
Balance at December 31, 1998 .....   $-     $467,877       $30,100     $497,977
                                    ============================================

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
                     Security Benefit Corp. and Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31
                                                                  1998         1997        1996
                                                              --------------------------------------
                                                                             (IN THOUSANDS)
<S>                                                           <C>          <C>          <C>
OPERATING ACTIVITIES
Net income ................................................   $  58,445    $  51,505    $    43,843
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Annuity and interest sensitive life products:
      Interest credited to account balances ...............      94,552      102,640        108,705
      Charges for mortality and administration ............        (297)     (10,582)       (13,115)
    Increase (decrease) in traditional life policy reserves       1,699       (3,101)        10,697
    Increase (decrease) in accrued investment income ......      (1,706)       2,127         (1,538)
    Policy acquisition costs deferred .....................     (34,068)     (37,999)       (36,865)
    Policy acquisition costs amortized ....................      25,447       26,179         25,930
    Accrual of discounts on investments ...................      (2,708)      (2,818)        (3,905)
    Amortization of premiums on investments ...............       8,452        9,138         11,284
    Depreciation and amortization .........................       4,441        3,959          3,748
    Other .................................................      11,286       (8,444)        (3,379)
                                                              --------------------------------------
Net cash provided by operating activities .................     165,543      132,604        145,405

INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
  Fixed maturities available-for-sale .....................     436,773      368,901        870,240
  Fixed maturities held-to-maturity .......................     157,729      124,013         58,874
  Equity securities available-for-sale ....................      13,293       48,495          3,643
  Mortgage loans ..........................................       8,924        3,739         12,545
  Real estate .............................................           -          946          2,935
  Separate account assets .................................           -        9,180          5,214
  Other invested assets ...................................       2,929        7,865         26,293
                                                              --------------------------------------
                                                                619,648      563,139        979,744
Acquisition of investments:
  Fixed maturities available-for-sale .....................    (878,753)    (219,736)      (936,376)
  Fixed maturities held-to-maturity .......................      (1,287)      (1,188)       (52,422)
  Equity securities available-for-sale ....................     (42,641)     (67,004)       (68,222)
  Mortgage loans ..........................................      (2,054)      (1,447)        (4,538)
  Real estate .............................................        (756)        (712)        (2,637)
  Other invested assets ...................................      (7,441)      (7,518)       (22,782)
                                                              --------------------------------------
                                                               (932,932)    (297,605)    (1,086,977)
Purchase of property and equipment ........................      (4,617)      (4,144)        (1,879)
Net increase in policy loans ..............................      (2,627)      (8,654)        (6,370)
Net cash transferred per coinsurance agreement ............           -     (218,043)             -
                                                              --------------------------------------
Net cash provided by (used in) investing activities .......    (320,528)      34,693       (115,482)

FINANCING ACTIVITIES
Issuance of long-term debt ................................           -            -         65,000
Repayment of long-term debt ...............................      (5,000)           -              -
Annuity and interest sensitive life products:
  Deposits credited to account balances ...................     475,522      167,517        202,129
  Withdrawals from account balances .......................    (318,014)    (312,228)      (305,530)
                                                              --------------------------------------
Net cash provided by (used in) financing activities .......     152,508     (144,711)       (38,401)
                                                              --------------------------------------
Increase (decrease) in cash ...............................      (2,477)      22,586         (8,478)
Cash at beginning of year .................................      30,896        8,310         16,788
                                                              --------------------------------------
Cash at end of year .......................................   $  28,419    $  30,896    $     8,310
                                                              ======================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
   Interest ...............................................   $   5,443    $   5,307    $     2,966
                                                              ======================================
   Income taxes ...........................................   $   8,269    $  27,920    $    16,213
                                                              ======================================
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
                     Security Benefit Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1998


1. SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND ORGANIZATION

The operations of Security Benefit Corp. (SBC or the Company) consist  primarily
of marketing  and  distributing  annuities,  mutual  funds,  life  insurance and
related  products   throughout  the  United  States.   The  Company  and/or  its
subsidiaries  offer a  diversified  portfolio of investment  products  comprised
primarily of individual  and group  annuities  and mutual fund products  through
multiple  distribution  channels.  In recent  years,  the Company's new business
activities  increasingly  have  been  concentrated  in the  individual  flexible
premium variable annuity markets.

The Company was formed on July 31, 1998 in  conjunction  with the  conversion of
Security  Benefit  Life  Insurance  Company  (SBL) from a mutual life  insurance
company  to a stock  life  insurance  company  under a  mutual  holding  company
structure pursuant to a Plan of Conversion (the Conversion).  In connection with
the  Conversion,  the Company,  a Kansas  domiciled  intermediate  stock holding
company, and Security Benefit Mutual Holding Company (SBMHC), a Kansas domiciled
mutual holding company, were formed. On the same date, all of the initial shares
of common stock of SBL,  except for shares issued to SBL Directors in accordance
with Kansas law, were issued to SBC. In addition,  all of the  initially  issued
shares  of common  stock of SBC,  consisting  of 1,000  shares of Class B common
stock,  were issued to SBMHC.  As a result of the Conversion,  SBMHC  indirectly
owned,  through its ownership of SBC, all of the issued and  outstanding  common
stock of SBL (except  shares  required by law to be held by SBL  Directors).  In
accordance  with  Kansas  law,  SBMHC must at all times hold at least 51% of the
voting  stock of SBC.  The  consolidated  financial  statements  of the  Company
reflect the  combination of SBC and SBL at historical cost on a basis similar to
a pooling of interest and, accordingly,  the accompanying consolidated financial
statements include accounts and operations of SBL for all periods presented.

BASIS OF PRESENTATION

The consolidated financial statements include the operations and accounts of the
Company and its wholly-owned  subsidiaries  including SBL,  Security  Management
Company,  LLC and Security  Benefit Group,  Inc.  (which includes First Security
Benefit Life Insurance and Annuity Company of New York;  Security  Distributors,
Inc.;  Security  Benefit  Academy,   Inc.;  and  Creative  Impressions,   Inc.).
Significant intercompany transactions have been eliminated in consolidation.

ACCOUNTING CHANGE

In 1998, the Company adopted Statement of Financial  Accounting Standards (SFAS)
Statement  No.  130,  "Reporting   Comprehensive   Income."  Statement  No.  130
establishes new rules for the reporting and display of comprehensive  income and
its  components;  however,  the adoption of this  Statement had no impact on the
Company's  net  income or  stockholder's  equity.  Statement  No.  130  requires
unrealized gains or losses on the Company's available-for-sale securities, which
prior to adoption  were reported  separately in equity,  to be included in other
comprehensive income.

USE OF ESTIMATES

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

INVESTMENTS

Fixed    maturities    are    classified   as   either    held-to-maturity    or
available-for-sale. Fixed maturities are classified as held-to-maturity when the
Company has the positive  intent and ability to hold the securities to maturity.
Held-to-maturity   securities  are  stated  at  amortized  cost,   adjusted  for
amortization  of  premiums  and  accrual  of  discounts.  Fixed  maturities  not
classified  as   held-to-maturity   and  equity  securities  are  classified  as
available-for-sale.  Equity securities are comprised of common stock,  preferred
stock and mutual funds.

Securities  available-for-sale  are  reported in the  accompanying  consolidated
financial statements at fair value. Any valuation changes resulting from changes
in  the  fair  value  of  these  securities  are  reflected  as a  component  of
accumulated  other  comprehensive  income.  These  unrealized gains or losses in
accumulated  other  comprehensive   income  are  reported,   net  of  taxes  and
adjustments to deferred policy acquisition costs.

The amortized cost of fixed  maturities is adjusted for amortization of premiums
and  accrual of  discounts.  Premiums  and  discounts  are  recognized  over the
estimated  lives of the assets adjusted for prepayment  activity.  Distributions
from mutual funds are included in investment  income.  Realized gains and losses
on   sales   of    investments    are    recognized    in    revenues   on   the
specific-identification method.

Mortgage  loans are  reported at amortized  cost.  Real estate  investments  are
carried at the lower of depreciated cost or estimated  realizable value.  Policy
loans are reported at unpaid principal.  Investments accounted for by the equity
method  include  investments  in, and advances to,  various  joint  ventures and
partnerships.

The  operations of the Company are subject to risk  resulting from interest rate
fluctuations to the extent that there is a difference  between the amount of the
Company's interest-earning assets and the amount of interest-bearing liabilities
that  are  prepaid/withdrawn,  mature  or  reprice  in  specified  periods.  The
principal objective of the Company's asset/liability management activities is to
provide  maximum levels of net investment  income while  maintaining  acceptable
levels of interest rate and liquidity  risk and while  facilitating  the funding
needs of the Company.  The Company  periodically  may use  derivative  financial
instruments  to modify its  interest  rate  sensitivity  to levels  deemed to be
appropriate based on the Company's current economic outlook.

Such  derivative  financial  instruments are for purposes other than trading and
are  classified  as   available-for-sale   in  accordance  with  SFAS  No.  115,
"Accounting for Certain Investments in Debt and Equity Securities." Accordingly,
these  instruments  are  stated at fair  value  with the  change  in fair  value
reported as a component of accumulated other comprehensive income.

DEFERRED POLICY ACQUISITION COSTS

To the  extent  recoverable  from  future  policy  revenues  and gross  profits,
commissions and other  policy-issue,  underwriting  and marketing costs that are
primarily  related to the  acquisition or renewal of life insurance and deferred
annuity business have been deferred.

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

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

PROPERTY AND EQUIPMENT

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

SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

Liabilities for future policy benefits for interest  sensitive life and deferred
annuity products  represent  accumulated  contract values without  reduction for
potential  surrender  charges and deferred  front-end  contract charges that are
amortized over the life of the policy.  Interest on accumulated  contract values
is credited  to  contracts  as earned.  Crediting  rates  ranged from 3.4% to 8%
during 1998, from 3.8% to 7.25% during 1997 and from 3.5% to 7.25% during 1996.

INCOME TAXES

Deferred tax assets and liabilities are determined based on differences  between
the financial  reporting and income tax bases of assets and  liabilities and are
measured using the enacted tax rates and laws.  Deferred  income tax expenses or
credits reflected in the Company's statements of income are based on the changes
in  deferred  tax  assets  or  liabilities  from  period  to  period  (excluding
unrealized gains and losses on securities available-for-sale).

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

    Cash:  The  carrying  amounts  reported  in  the  balance  sheet  for  these
    instruments approximate their fair values.

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

    Mortgage  loans and policy loans:  Fair values for mortgage loans and policy
    loans are estimated  using  discounted  cash flow  analyses  based on market
    interest rates for similar loans to borrowers  with similar credit  ratings.
    Loans with  similar  characteristics  are  aggregated  for  purposes  of the
    calculations.  The carrying  amounts  reported in the  consolidated  balance
    sheets approximate their fair values.

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

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

2. INVESTMENTS

Information as to the amortized cost,  gross  unrealized  gains and losses,  and
fair values of the Company's portfolio of fixed maturities and equity securities
at December 31, 1998 and 1997 is as follows:

                                               DECEMBER 31, 1998
                              --------------------------------------------------
                                             GROSS        GROSS
                              AMORTIZED    UNREALIZED   UNREALIZED
                                COST         GAINS        LOSSES      FAIR VALUE
                              --------------------------------------------------
                                                (IN THOUSANDS)
AVAILABLE-FOR-SALE
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies ............   $  204,414    $ 5,254      $     8     $  209,660
Obligations of states and
  political subdivisions ..       27,583      2,310            -         29,893
Corporate securities ......    1,053,782     33,400       10,716      1,076,466
Mortgage-backed securities       628,020     12,530        2,550        638,000
Asset-backed securities ...      166,144      2,113        1,907        166,350
                              --------------------------------------------------
Totals ....................   $2,079,943    $55,607      $15,181     $2,120,369
                              ==================================================
Equity securities .........   $  140,999    $18,271      $   979     $  158,291
                              ==================================================
HELD-TO-MATURITY
Obligations of states and
  political subdivisions ..       61,473    $ 3,196      $     -     $   64,669
Corporate securities ......       93,413      7,718          360        100,771
Mortgage-backed securities        96,987      1,640            -         98,627
Asset-backed securities ...       12,410        289            -         12,699
                              --------------------------------------------------
Totals ....................   $  264,283    $12,843      $   360     $  276,766
                              ==================================================

                                              DECEMBER 31, 1997
                              --------------------------------------------------
                                              GROSS       GROSS
                              AMORTIZED    UNREALIZED   UNREALIZED
                                COST          GAINS       LOSSES      FAIR VALUE
                              --------------------------------------------------
                                                 (IN THOUSANDS
AVAILABLE-FOR-SALE
U.S. Treasury securities
  and obligations of U.S.
  government corporations
  and agencies ............   $  214,088    $ 3,313       $    -     $  217,401
Obligations of states and
  political subdivisions ..       24,008      1,365            8         25,365
Corporate securities ......      742,123     27,986        1,674        768,435
Mortgage-backed securities       510,991     11,429        2,137        520,283
Asset-backed securities ...      117,907      1,030           97        118,840
                              --------------------------------------------------
Totals ....................   $1,609,117    $45,123       $3,916     $1,650,324
                              ==================================================
Equity securities .........   $  109,763    $11,220       $  475     $  120,508
                              ==================================================
HELD-TO-MATURITY
Obligations of states and
  political subdivisions ..   $   74,802    $ 2,094       $   30     $   76,866
Corporate securities ......      108,609      5,295          201        113,703
Mortgage-backed securities       227,131      2,725          364        229,492
Asset-backed securities ...       41,869        297            1         42,165
                              --------------------------------------------------
Totals ....................   $  452,411    $10,411       $  596     $  462,226
                              ==================================================

The prior-year  financial  statements  have been  reclassified to conform to the
requirements  of FASB  Statement  No. 130.  After  making  these  balance  sheet
reclassifications,  the  following  amounts were included in  accumulated  other
comprehensive income for the years ended December 31, 1998, 1997 and 1996:

                                                   1998      1997        1996
                                                 -------------------------------
Unrealized holding gains (losses) arising
  during the year ............................   $10,523    $60,638    $(37,942)
Less: Realized gains (losses) included in
  net income .................................     4,757      4,929        (244)
                                                 -------------------------------
Other comprehensive income (loss), before
   deferred taxes and the unlocking of
   deferred policy acquisition costs .........     5,766     55,709     (37,698)
Deferred income taxes ........................    (2,033)   (13,913)      6,203
Unlocking of deferred policy acquisition costs       918    (15,868)     19,409
                                                 -------------------------------
Other comprehensive income (loss), net .......   $ 4,651    $25,928    $(12,086)
                                                 ===============================

The amortized  cost and fair value of fixed  maturities at December 31, 1998, by
contractual  maturity,  are shown  below.  Expected  maturities  may differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without penalties.

                                    AVAILABLE-FOR-SALE        HELD-TO-MATURITY
                                  ----------------------------------------------
                                  AMORTIZED       FAIR      AMORTIZED      FAIR
                                    COST          VALUE       COST         VALUE
                                  ----------------------------------------------
                                                   (IN THOUSANDS)
Due in one year or less .......   $   48,041   $   48,326   $  1,508    $  1,528
Due after one year through
  five years ..................      176,414      180,716      8,485       8,977
Due after five years through
  10 years ....................      567,478      579,461     36,368      38,562
Due after 10 years ............      493,846      507,516    108,525     116,373
Mortgage-backed securities ....      628,020      638,000     96,987      98,627
Asset-backed securities .......      166,144      166,350     12,410      12,699
                                  ----------------------------------------------
                                  $2,079,943   $2,120,369   $264,283    $276,766
                                  ==============================================

The composition of the Company's portfolio of fixed maturities by quality rating
at December 31, 1998 is as follows:

               QUALITY RATING          CARRYING AMOUNT       %
               --------------------------------------------------
                                       (IN THOUSANDS)

               AAA .................      $1,055,819        44.3%
               AA ..................         215,520         9.0
               A ...................         469,855        19.7
               BBB .................         422,600        17.7
               Noninvestment grade .         220,858         9.3
                                           ---------       -----
                                          $2,384,652       100.0%
                                           =========       =====

Major categories of net investment income for the years ended December 31, 1998,
1997 and 1996 are summarized as follows:

                                               1998         1997          1996
                                             -----------------------------------
                                                        (IN THOUSANDS)
Interest on fixed maturities .............   $154,529     $167,646      $174,592
Dividends and distributions on equity
  securities .............................     10,945        7,358         5,817
Interest on mortgage loans ...............      5,388        6,017         6,680
Interest on policy loans .................      5,381        6,282         6,372
Interest on short-term investments .......      2,377        2,221         1,487
Other ....................................        865         (166)        4,199
                                             -----------------------------------
Total investment income ..................    179,485      189,358       199,147
Less investment expenses .................      5,437        4,383         4,364
                                             -----------------------------------
Net investment income ....................   $174,048     $184,975      $194,783
                                             ===================================

Proceeds  from sales of fixed  maturities  and  equity  securities  and  related
realized gains and losses, including valuation adjustments,  for the years ended
December 31, 1998, 1997 and 1996 are as follows:

                            1998         1997         1996
                          ----------------------------------
                                    (IN THOUSANDS)
Proceeds from sales       $196,849     $333,498     $393,189
Gross realized gains         9,801       11,889        9,407
Gross realized losses        4,939        6,640        9,723

Net realized gains (losses),  net of associated  amortization of deferred policy
acquisition  costs, for the years ended December 31, 1998, 1997 and 1996 consist
of the following:

                                                 1998        1997         1996
                                                --------------------------------
                                                            (IN THOUSANDS)
Fixed maturities ............................   $2,976      $  861      $(1,329)
Equity securities ...........................    1,886       4,388        1,013
Other .......................................     (105)       (320)          72
                                                --------------------------------
 ............................................    4,757       4,929         (244)
Amortization of deferred policy acquisition
  costs .....................................     (496)          -            -
                                                --------------------------------
Net realized gains (losses) .................   $4,261      $4,929      $  (244)
                                                ================================

There were no  deferred  losses at  December  31,  1998 or 1997  resulting  from
terminated and expired futures contracts.  There were no outstanding  agreements
to sell  securities at December 31, 1998,  1997 or 1996. The notional  amount of
interest  rate  exchange  agreements   outstanding  at  December  31,  1998  was
$88,450,000.  These  agreements have  maturities  ranging from September 2002 to
December 2005. Under these  agreements,  the Company receives  variable interest
rates based on the three-month  LIBOR rate and pays fixed interest rates ranging
from 5.54% to 7.5%.

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December 31, 1998 being in the states of Kansas  (31%),
Iowa (16%) and Texas (14%).

3. EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  highest
average  compensation over a period of five consecutive years during the last 10
years of service.  The Company's policy has been to contribute funds to the plan
in amounts  required to maintain  sufficient  plan assets to provide for accrued
benefits.  In applying this general policy, the Company  considers,  among other
factors,  the  recommendations  of its  independent  consulting  actuaries,  the
requirements of federal pension law and the limitations on deductibility imposed
by federal  income tax law. Plan assets are invested in public mutual funds with
varying  investment  objectives  which  are  managed  by an  affiliated  entity.
Unrealized  gains on plan assets were $669,000 and $628,000 at December 31, 1998
and 1997, respectively.

In addition to the Company's  defined benefit pension plan, the Company provides
certain  medical and life  insurance  benefits to full-time  employees  who have
retired  after  the  age  of  55  with  five  years  of  service.  The  plan  is
contributory,  with retiree contributions  adjusted annually, and contains other
cost-sharing  features such as deductibles and coinsurance.  Contributions  vary
based on the  employee's  years of service  earned  after age 40. The  Company's
portion of the costs is frozen after 2002 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.

The following  table sets forth the plans' funded status and amounts  recognized
in the financial statements at December 31 and for the years then ended:

                                       PENSION BENEFITS        OTHER BENEFITS
                                       1998        1997        1998       1997
                                     -------------------------------------------
Benefit obligation at year end ...   $(13,306)   $(12,487)   $(4,962)   $(4,361)
Fair value of plan assets at year
  end ............................     11,363      11,279          -          -
                                     -------------------------------------------
Funded status of the plan ........   $ (1,943)   $ (1,208)   $(4,962)   $(4,361)
                                     ===========================================
Accrued benefit cost recognized in
  the consolidated balance sheets    $   (253)   $   (404)   $(5,323)   $(5,053)
Net periodic benefit cost ........        719       1,999        474        786
Benefits paid ....................      2,475       1,563        197        170
Contributions ....................        870         865          -          -

                                         PENSION BENEFITS      OTHER BENEFITS
                                         1998      1997       1998        1997
                                         ---------------------------------------
WEIGHTED-AVERAGE ASSUMPTIONS
Discount rate ........................   6.75%     7.25%     6.75%        7.25%
Expected return on plan assets .......   9.00%     9.00%        -            -
Rate of compensation increase ........   4.50%     4.50%        -            -

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 8% for 1998 and 9% for 1997,  and is assumed to decrease  gradually to 5% for
2001 and remain at that level thereafter.

The health care cost trend rate has a significant effect on the amount reported.
For  example,  increasing  the  assumed  health  care  cost  trend  rates by one
percentage point each year would increase the accumulated postretirement benefit
obligation  as of December 31, 1998 by $228,000 and the aggregate of the service
and interest  cost  components of net periodic  postretirement  benefit cost for
1998 by $68,000.

The Company has a profit-sharing  and savings plan for which  substantially  all
employees are eligible  after one year of employment  with the Company.  Company
contributions to the  profit-sharing and savings plan charged to operations were
$2,176,000, $2,065,000 and $1,783,000 for 1998, 1997 and 1996, respectively.

4. REINSURANCE

The Company  assumes and cedes  reinsurance  with other companies to provide for
greater  diversification of business, to allow management to control exposure to
potential  losses arising from large risks, and to provide  additional  capacity
for growth. Life insurance in force ceded at December 31, 1998 and 1997 was $7.0
billion and $7.4 billion, respectively.

Principal  reinsurance  transactions for the years ended December 31, 1998, 1997
and 1996 are summarized as follows:

                                       1998             1997              1996
                                      ------------------------------------------
                                                  (IN THOUSANDS)
Reinsurance ceded:
   Premiums paid ..................   $46,391           $33,872          $25,442
                                      ==========================================
   Commissions received ...........   $ 5,647           $ 5,173          $ 4,669
                                      ==========================================
   Claim recoveries ...............   $20,166           $12,136          $ 5,235
                                      ==========================================

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit  risk  arising  from  similar   geographic   regions,
activities or economic  characteristics of reinsurers.  At December 31, 1998 and
1997,  the  Company  had  established   receivables  totaling  $407,891,000  and
$397,519,000,  respectively,  for reserve credits,  reinsurance claims and other
receivables  from its  reinsurers.  Substantially  all of these  receivables are
collateralized  by  assets  of the  reinsurers  held in  trust.  The  amount  of
reinsurance assumed is not significant.

In 1997, the Company  transferred,  through a 100% coinsurance  agreement,  $318
million in policy reserves and claim liabilities  reduced by a ceding commission
of $63 million and other  related  items.  The  agreement  related to a block of
universal life and traditional life insurance  business.  The Company recorded a
pretax  gain of $14.625  million  which is  deferred  in other  liabilities  and
amortized  to  income  over  the  estimated  life of the  business  transferred,
estimated  to be 15  years.  Amortization  of this  deferred  gain  during  1998
amounted to $1,358,000.

5. INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBMHC.  The  provision  for income taxes  includes  current  federal  income tax
expense or benefit and  deferred  income tax expense or benefit due to temporary
differences  between the financial  reporting and income tax bases of assets and
liabilities.  Such  differences  relate  principally to  liabilities  for future
policy benefits and accumulated contract values, deferred compensation, deferred
policy acquisition costs, postretirement benefits, deferred selling commissions,
depreciation    expense   and   unrealized    gains   (losses)   on   securities
available-for-sale.

Income tax  expense  (benefit)  consists  of the  following  for the years ended
December 31, 1998, 1997 and 1996:

                                       1998             1997              1996
                                      ------------------------------------------
                                                  (IN THOUSANDS)
Current ...........................   $21,931         $ 32,194           $12,528
Deferred ..........................      (185)         (10,627)            8,343
                                      ------------------------------------------
                                      $21,746         $ 21,567           $20,871
                                      ==========================================

The provision for income taxes differs from the amount computed at the statutory
federal income tax rate due primarily to  dividends-received  deductions and tax
credits.

Net deferred tax assets or liabilities consist of the following:

                                                             DECEMBER 31
                                                        1998              1997
                                                        ------------------------
                                                            (IN THOUSANDS)
Deferred tax assets:
  Future policy benefits ............................   $ 5,432         $  9,869
  Employee benefits .................................     8,110            6,487
  Deferred gain on coinsurance agreement ............     4,475            4,970
  Other .............................................    11,762            8,747
                                                        ------------------------
Total deferred tax assets ...........................    29,779           30,073

                                                             DECEMBER 31
                                                        1998              1997
                                                        ------------------------
                                                             (IN THOUSANDS)
Deferred tax liabilities:
   Deferred policy acquisition costs ................   $55,540          $53,173
   Net unrealized appreciation on securities
     available-for-sale .............................    20,034           18,115
   Deferred gain on investments .....................     7,772            8,378
   Depreciation .....................................     1,499            1,935
   Other ............................................     5,043            6,733
                                                        ------------------------
Total deferred tax liabilities ......................    89,888           88,334
                                                        ------------------------
Net deferred tax liabilities ........................   $60,109          $58,261
                                                        ========================

6. CONDENSED FAIR VALUE INFORMATION

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosures  of fair value  information  about  financial  instruments,  whether
recognized  or not  recognized  in a company's  balance  sheet,  for which it is
practicable  to estimate  that value.  The methods and  assumptions  used by the
Company  to  estimate  the  following  fair  value   disclosures  for  financial
instruments are set forth in NOTE 1.

SFAS No. 107  excludes  certain  insurance  liabilities  and other  nonfinancial
instruments from its disclosure requirements. However, the liabilities under all
insurance  contracts  are taken  into  consideration  in the  Company's  overall
management of interest rate risk that  minimizes  exposure to changing  interest
rates  through the  matching of  investment  maturities  with  amounts due under
insurance  contracts.  The fair value amounts presented herein do not include an
amount  for the value  associated  with  customer  or agent  relationships,  the
expected interest margin (interest  earnings in excess of interest  credited) to
be earned in the future on  investment-type  products or other intangible items.
Accordingly,   the  aggregate  fair  value  amounts   presented  herein  do  not
necessarily represent the underlying value of the Company; likewise, care should
be exercised in deriving  conclusions about the Company's  business or financial
condition based on the fair value information presented herein.

<TABLE>
<CAPTION>
                                                          DECEMBER 31, 1998         DECEMBER 31, 1997
                                                        -------------------------------------------------
                                                         CARRYING      FAIR        CARRYING       FAIR
                                                          AMOUNT       VALUE        AMOUNT        VALUE
                                                        -------------------------------------------------
                                                                         (IN THOUSANDS)
<S>                                                     <C>          <C>          <C>          <C>
Liabilities:
  Supplementary contracts without life contingencies    $   27,105   $   27,353   $   29,890   $   30,189
  Individual and group annuities ...................     2,147,665    2,005,939    1,894,605    1,713,509
  Long-term debt ...................................        60,000       69,909       65,000       71,793
</TABLE>

7. COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,155,000,  $1,018,000 and
$1,108,000 during 1998, 1997 and 1996,  respectively.  The Company has aggregate
future lease  commitments at December 31, 1998 of $4,406,000  for  noncancelable
operating  leases  consisting  of  $1,272,000  in  1999,   $1,231,000  in  2000,
$1,082,000  in 2001,  and  $821,000 in 2002.  There are no  noncancelable  lease
commitments beyond 2002.

In  addition,  in 2001,  under the  terms of one of the  operating  leases,  the
Company has the option to renew the lease for another  five years,  purchase the
asset for approximately $4.7 million,  or return the asset to the lessor and pay
a termination charge of approximately $3.7 million.

In connection  with its  investments  in low-income  housing  partnerships,  the
Company is committed to invest additional capital of $9,190,000
in 1999.

Guaranty fund  assessments are levied on the Company by life and health guaranty
associations  in most  states  in  which  it is  licensed  to  cover  losses  of
policyholders  of insolvent or  rehabilitated  insurers.  In some states,  these
assessments  can be partially  recovered  through a reduction in future  premium
taxes.  The  Company  cannot  predict  whether  and to what  extent  legislative
initiatives  may  affect  the right to  offset.  Based on  information  from the
National  Organization of Life and Health  Guaranty  Association and information
from the various state guaranty  associations,  the Company  believes that it is
probable that these insolvencies will result in future assessments.  The Company
regularly  evaluates its reserve for these  insolvencies and updates its reserve
based on the Company's  interpretation  of information  recently  received.  The
associated costs for a particular insurance company can vary significantly based
on its  premium  volume  by line  of  business  in a  particular  state  and its
potential for premium tax offset. The Company accrued no additional reserves for
these  insolvencies  in 1998.  At December  31,  1998,  the Company has reserved
$2,142,000  to cover current and estimated  future  assessments,  net of related
premium tax credits.

8. LONG-TERM DEBT AND OTHER BORROWINGS

The Company has a $61.5  million  line-of-credit  facility from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at 0.1% over the Federal  Funds rate.  No amounts were  outstanding  at
December 31, 1998 and 1997.

The Company has two separate $5 million advances from the Federal Home Loan Bank
of Topeka.  The  advances  are due  February  26, 1999 and February 28, 2001 and
carry interest rates of 5.76% and 6.04%, respectively.

In May 1996,  the Company  issued $50 million of 8.75% surplus notes maturing on
May 15,  2016.  The surplus  notes were  issued  pursuant to Rule 144A under the
Securities  Act of  1933.  The  surplus  notes  have  repayment  conditions  and
restrictions  whereby  each  payment of interest on or  principal of the surplus
notes  may be  made  only  with  the  prior  approval  of the  Kansas  Insurance
Commissioner   and  only  out  of  surplus  funds  that  the  Kansas   Insurance
Commissioner  determines  to be  available  for such  payment  under the  Kansas
Insurance Code.

9. RELATED-PARTY TRANSACTIONS

The Company owns shares of mutual funds managed by Security  Management Company,
LLC with net asset values totaling  $108,285,000 and $85,950,000 at December 31,
1998 and 1997, respectively.  These amounts are included in equity securities on
the consolidated balance sheets.

10. STATUTORY INFORMATION

SBL and its insurance subsidiary prepare statutory-basis financial statements in
accordance with accounting  practices  prescribed or permitted by the Kansas and
New York Insurance regulatory  authorities,  respectively.  Accounting practices
used to prepare  statutory-basis  financial statements for regulatory filings of
life insurance  companies  differ in certain  instances from generally  accepted
accounting principles (GAAP).  Prescribed statutory accounting practices include
a variety of publications of the National Association of Insurance Commissioners
(NAIC),  as well as state laws,  regulations and general  administrative  rules.
Permitted statutory  accounting practices encompass all accounting practices not
so prescribed;  such  practices may differ from state to state,  may differ from
company to company within a state and may change in the future. In addition,  in
March 1998, the NAIC adopted the codification of Statutory Accounting Principles
(the  Codification).   Once  implemented,  the  definitions  of  what  comprises
prescribed versus permitted statutory accounting practices may result in changes
to accounting policies that insurance enterprises use to prepare their statutory
financial  statements.  The  implementation  date is ultimately  dependent on an
insurer's  state of domicile.  The Company does not expect a material  impact on
its  statutory  financial   statements  resulting  from  the  implementation  of
codification.  Statutory  capital and surplus of the  insurance  operations  are
$427,350,000  and  $382,005,000  at December  31,  1998 and 1997,  respectively.
Statutory net income of the insurance  operations are  $50,371,000,  $42,950,000
and  $37,946,000  for  the  years  ended  December  31,  1998,  1997  and  1996,
respectively.

11. IMPACT OF YEAR 2000 (UNAUDITED)

Over the past few years,  the Company has been assessing the potential impact of
the year 2000 on its systems, procedures,  customers and business processes. The
year  2000  assessment  provided  information  used  to  determine  what  system
components  needed to be  changed  or  replaced  to  minimize  the impact of the
calendar change from 1999 to 2000.

The Company will  continue to use  internal  and  external  resources to modify,
replace and test the year 2000 changes. All identified modifications to critical
operating  systems have been  completed as of December 31, 1998, and the Company
continues to validate completed systems to ensure ongoing compliance. Management
estimates 100% of the identified modifications to other less-important operating
systems  will be  completed  by June 30,  1999.  In any  event,  all  identified
modifications  are expected to be completed prior to any  anticipated  impact on
Company operations. Total costs of the modifications have been immaterial to the
Company's operations and have been expensed as incurred.

The Company  does face the risk that one or more of its  critical  suppliers  or
customers (external relationships) will not be able to interact with the Company
due to the third  party's  inability  to resolve its own year 2000  issues.  The
Company  completed  an  inventory  of  external  relationships,  is  engaged  in
discussions  with such third parties and is requesting  information  as to those
parties'  year 2000 plans and states of  readiness.  The  Company,  however,  is
unable to predict with certainty to what extent its external  relationships will
be year 2000  ready.  However,  third-party  vendors  of the  Company's  primary
administrative  systems have  represented to the Company that the systems are or
will be year 2000 ready.

While the Company  believes that it has addressed  its year 2000  concerns,  the
Company has begun to strengthen its contingency/recovery plans aimed at ensuring
the continuity of critical business  functions before, on and after December 31,
1999.  The Company  expects  contingency/recovery  planning to be  substantially
complete  by July 1, 1999.  The year 2000  contingency  plans  will be  reviewed
periodically  throughout  1999 and revised as needed.  The Company  believes its
year 2000  contingency  plans,  coupled  with  existing  disaster  recovery  and
business resumption plans,  minimize the impact year 2000 issues may have on its
business and customers.
<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
<PAGE>
- --------------------------------------------------------------------------------
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
                  700 SW HARRISON STREET, TOPEKA, KANSAS 66636

                             SECURITY ELITE BENEFIT
                A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

                  IMPORTANT INFORMATION ABOUT THIS ILLUSTRATION

    Security Elite Benefit is a flexible  premium variable life insurance policy
offered by Security  Benefit.  Under the policy,  net premiums  and  Accumulated
Value may be allocated among eleven underlying  investment  accounts  ("Variable
Accounts") and the Fixed Account of Security Benefit.

    THE  PURPOSE  OF THIS  ILLUSTRATION  IS TO SHOW HOW THE  PERFORMANCE  OF THE
VARIABLE  ACCOUNTS COULD AFFECT THE DEATH BENEFITS,  ACCUMULATED  VALUES AND NET
CASH SURRENDER  VALUES OF A HYPOTHETICAL  POLICY OVER AN EXTENDED PERIOD OF TIME
ASSUMING  HYPOTHETICAL RATES OF RETURN EQUIVALENT TO CONSTANT GROSS ANNUAL RATES
OF 0%, 6% AND 12% (AFTER ANY DEDUCTION FOR EXPENSES AND CHARGES SHOWN BELOW).

    The rates of return shown on these tables are hypothetical and should not be
deemed a representation  of past rates of return,  or a projection or prediction
of future rates of return. Actual rates of return may be more or less than those
shown and will depend on a number of factors,  including the premium  allocation
chosen by the Policyowner. 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 (page 61).

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 (page 62).

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 (page 63).

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 (page 64).

    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.   No
representation  can be made by Security Benefit that the assumed rates of return
can be achieved  for any one year or  sustained  over any period of time.  These
illustrations  assume  that all  premiums  are paid  when due and that no policy
loans have been made. A POLICY MAY LAPSE DUE TO INSUFFICIENT PREMIUMS, EXCESSIVE
LOANS OR WITHDRAWALS, OR POOR FUND PERFORMANCE.

    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  charges
levied against the Accounts, including "Current" or "Guaranteed" daily mortality
and expense risk charges.  (The "Current"  mortality and expense charge is equal
to an annual rate of .90% of the average daily net assets of each Account in the
first ten Policy Years and .70% thereafter,  and the  "Guaranteed"  rate is .90%
for all Policy Years. The "Current"  administrative charge is equal to an annual
rate of .35%  in the  first  ten  Policy  Years  and  .25%  thereafter,  and the
"Guaranteed"  rate is .35% in all Policy  Years.)  These  values  also take into
account the following: (i) 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;  and,  (ii) a  "Current"  or  "Guaranteed"  monthly  charge  for cost of
insurance.  (The  illustrations  based on "CURRENT  COST OF  INSURANCE  RATE AND
CURRENT MORTALITY AND EXPENSE RISK AND  ADMINISTRATIVE  CHARGES" assume that the
charges currently  assessed by Security Benefit are charged  throughout the life
of the policy.  The  illustrations  based on "GUARANTEED COST OF INSURANCE RATES
AND GUARANTEED  MORTALITY AND EXPENSE RISK AND  ADMINISTRATIVE  CHARGES"  assume
that the  maximum  monthly  charges  permitted  under the  policy  are  assessed
throughout  the life of the  policy).  In  addition,  the values  reflect  other
charges  that are paid by the  underlying  Fund in which  the  Accounts  invest,
including  investment advisory fees, which are indirectly borne by the Accounts.
The  expenses  of the Fund are not  fixed or  specified  under  the terms of the
policy and are  described in the Fund  Prospectus.  The expenses of the Fund are
assumed to be equal to an annual rate of .90% of the aggregate average daily net
assets of the Fund.  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 total  Fund  expense  of .90% is an  estimated  average  expense  of the
expenses  associated with the Series  available  under the Policy.  For the year
ended  December 31, 1998, the total expenses of each Series of the Fund were the
following  percentages of the average daily net assets of the Series:  0.81% for
Series A,  0.80% for Series B; 0.57% for Series C; 1.26% for Series D; 0.83% for
Series E;  0.82% for Series J; 1.65% for Series K; 1.24% for Series M; 1.22% for
Series N;  1.08% for  Series O; and 0.82% for  Series S.  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 estimated  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.

    This  illustration  reflects Security  Benefit's  current  interpretation of
Internal Revenue Code Section 7702 and 7702A and may not reflect a Policyowner's
actual tax  consequences.  Based upon  comparison  of annual  premium and future
benefits  under our current  interpretation,  this policy will not be subject to
tax treatment as a modified  endowment  contract if the premiums as  illustrated
are paid when  scheduled.  The tests  were done  based on the  values  under the
illustration  bases. Tests done under other bases may produce different results.
It is suggested that a Policyowner  consult his or her  professional tax advisor
regarding the  interpretation  of the current and proposed tax laws.  Additional
information  about  the  policy,  including  a  description  of death  benefits,
transfers,  partial  withdrawal  benefits,  and policy loans, is contained under
"Summary of the Policy" and "The Policy" in this prospectus.

    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.

THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
- --------------------------------------------------------------------------------
<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       $79,990        $750,000     $115,147       $750,000        $167,564      $750,000
    12      52      $10,000      $167,130       $86,600        $750,000     $128,506       $750,000        $193,583      $750,000
    13      53      $10,000      $185,986       $93,102        $750,000     $142,437       $750,000        $222,253      $750,000
    14      54      $10,000      $205,786       $99,500        $750,000     $156,966       $750,000        $253,844      $750,000
    15      55      $10,000      $226,575      $105,793        $750,000     $172,117       $750,000        $288,653      $750,000

    16      56      $10,000      $248,404      $111,985        $750,000     $187,918       $750,000        $327,010      $750,000
    17      57      $10,000      $271,324      $118,077        $750,000     $204,395       $750,000        $369,273      $750,000
    18      58      $10,000      $295,390      $124,071        $750,000     $221,579       $750,000        $415,843      $750,000
    19      59      $10,000      $320,660      $129,967        $750,000     $239,500       $750,000        $467,158      $750,000
    20      60      $10,000      $347,193      $135,768        $750,000     $258,188       $750,000        $523,701      $750,000

    20      60      $10,000      $347,193      $135,768        $750,000     $258,188       $750,000        $523,701      $750,000
    25      65      $10,000      $501,135      $162,493        $750,000     $363,676       $750,000        $903,372    $1,102,114
    30      70      $10,000      $697,609      $182,990        $750,000     $491,363       $750,000      $1,510,659    $1,752,365
</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.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
- --------------------------------------------------------------------------------
<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>
     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.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
- --------------------------------------------------------------------------------
<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      $220,995        $970,996     $315,881     $1,065,881        $456,611    $1,206,611
    12      52      $25,000      $417,825      $239,166        $989,166     $352,291     $1,102,291        $526,994    $1,276,994
    13      53      $25,000      $464,966      $257,003      $1,007,003     $390,175     $1,140,175        $604,371    $1,354,371
    14      54      $25,000      $514,464      $274,511      $1,024,511     $429,593     $1,179,593        $689,438    $1,439,439
    15      55      $25,000      $566,437      $291,697      $1,041,697     $470,607     $1,220,607        $782,960    $1,532,960

    16      56      $25,000      $621,009      $308,567      $1,058,567     $513,281     $1,263,281        $885,777    $1,635,777
    17      57      $25,000      $678,310      $325,126      $1,075,126     $557,683     $1,307,683        $998,811    $1,748,811
    18      58      $25,000      $738,475      $341,380      $1,091,380     $603,883     $1,353,883      $1,123,080    $1,873,080
    19      59      $25,000      $801,649      $357,335      $1,107,335     $651,954     $1,401,954      $1,259,699    $2,009,699
    20      60      $25,000      $867,981      $372,996      $1,122,996     $701,970     $1,451,970      $1,409,895    $2,159,895

    20      60      $25,000      $867,981      $372,996      $1,122,996     $701,970     $1,451,970      $1,409,895    $2,159,895
    25      65      $25,000    $1,257,836      $445,938      $1,195,938     $982,891     $1,732,891      $2,415,439    $3,165,439
    30      70      $25,000    $1,750,401      $506,957      $1,256,958   $1,319,266     $2,069,266      $4,023,324    $4,773,324
</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.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
- --------------------------------------------------------------------------------
<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.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
- --------------------------------------------------------------------------------
<PAGE>
PART II.  ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

CONTENTS OF REGISTRATION STATEMENT

This  Registration  Statement on Form S-6  comprises  the  following  papers and
documents:

    The facing sheet.
    The Security  Elite Benefit  Prospectus  consisting  of 63 pages  (including
      illustrations).
    The undertaking to file reports.
    The signatures.
    Written  consent of the following  persons  (included in the exhibits  shown
      below):
          Ernst & Young LLP, Independent Auditors

The following exhibits:

 1.  (1)  Certified resolution of the Board of Directors of the Depositor dated
          September 13, 1993.

     (2)  Not applicable.

     (3)  (a)  Distribution Agreement Between Security Benefit Life Insurance
               Company and Security Distributors, Inc.

          (b)  Form of Selling Agreement Between Security Distributors, Inc.
               and Various Broker/Dealers.

          (c)  Not applicable

     (4)  Not applicable.

     (5)  (a) Flexible Premium Variable Life Insurance Policy.

          (b) Accelerated Benefit for Terminal Illness Rider.

          (c) Waiver of Monthly Deduction Rider.

          (d) Extended Guaranteed Death Benefit Rider.

          (e) Annual Renewable and Convertible Level Term Insurance Rider.

     (6)  (a) Articles of Incorporation of Security Benefit Life Insurance
              Company.(b)

          (b) Bylaws of Security Benefit Life Insurance Company.(b)

     (7)  Not applicable.

     (8)  Not applicable.

     (9)  Purchase  Agreement  between Security Benefit Life Insurance  Company
          and SBL Fund.

     (10) Application for Flexible  Premium  Variable Life Insurance Policy and
          General Questionnaire.(a)

 2.  Opinion  and  Consent  of legal  officer  of  Security  Benefit  as to the
     legality of the Policies being registered.

 3.  Not applicable.

 4.  Not applicable.

 5.  Not applicable.

 6.  Consent of Independent Auditors.

 7.  Opinion of Actuary.

 8.  Memorandum Describing Issuance, Transfer, and Redemption Procedures.

 9.  Not applicable.

10.  Powers of Attorney.

(a)  Incorporated  herein by reference to the Exhibits filed with Post-Effective
     Amendment No. 3 to Registrant's  Registration Statement 33-77322 (April 30,
     1997).

(b)  Incorporated  herein by  reference  to the  Exhibits  filed  with  Variflex
     Separate Account  Post-Effective  Amendment No. 20 under the Securities Act
     of 1933 and  Amendment No. 19 under the  Investment  Company Act of 1940 to
     Registration Statement No. 2-89328 (November 1, 1998).
<PAGE>
                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  the  undersigned  Registrant  hereby  undertakes  to file with the
Securities and Exchange Commission such supplementary and periodic  information,
documents,  and reports as may be  prescribed  by any rule or  regulation of the
Commission   heretofore  or  hereinafter  duly  adopted  pursuant  to  authority
conferred in that section.

Pursuant to Statute  26(e)(2)(A)  of the  Investment  Company  Act of 1940,  the
Depositor  hereby  represents  that the  fees and  charges  deducted  under  the
Contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Depositor.
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  registrant,
Security Varilife  Separate Account (Security Elite Benefit),  certifies that it
meets all of the requirements for effectiveness of this  Registration  Statement
pursuant to rule  485(a)  under the  Securities  Act of 1933 and has duly caused
this  registration  statement  to be  signed on its  behalf  by the  undersigned
thereunto as duly authorized, in the City of Topeka, and State of Kansas on this
26th day of February, 1999.

SIGNATURES AND TITLES

Howard R. Fricke                     SECURITY BENEFIT LIFE INSURANCE COMPANY
Director, Chairman of the Board      (The Depositor)
and Chief Executive Officer
                                     By: ROGER K. VIOLA
                                     -------------------------------------------
Thomas R. Clevenger                  Roger K. Viola, Senior Vice President,
Director                             General Counsel and Secretary as
                                     Attorney-In-Fact for the Officers and
Sister Loretto Marie Colwell         Directors Whose Names Appear Opposite
Director
                                     SECURITY VARILIFE SEPARATE ACCOUNT
John C. Dicus                        (The Registrant)
Director
                                     By: SECURITY BENEFIT LIFE INSURANCE COMPANY
Steven J. Douglass                       (The Depositor)
Director
                                     By: HOWARD R. FRICKE
William W. Hanna                         ---------------------------------------
Director                                 Howard R. Fricke, Chairman of the Board
                                         and Chief Executive Officer
John E. Hayes, Jr.
Director                             By: DONALD J. SCHEPKER
                                         ---------------------------------------
Laird G. Noller                          Donald J. Schepker, Senior Vice
Director                                 President, Chief Financial Officer
                                         and Treasurer
Frank C. Sabatini
Director                             (ATTEST): ROGER K. VIOLA
                                               ---------------------------------
Robert C. Wheeler                              Roger K. Viola, Senior Vice
Director                                       President, General Counsel
                                               and Secretary

                                     Date: February 26, 1999
<PAGE>
                                  EXHIBIT INDEX

 (1)  (1)      Certified Resolution of the Board of Directors of the Depositor
               dated September 13, 1993.
      (2)      None
      (3) (a)  Distribution Agreement Between Security Benefit Life Insurance
               Company and Security Distributors, Inc.
          (b)  Form of Selling Agreement Between SDI and various Broker/Dealers.
          (c)  None
      (4)      None
      (5) (a)  Flexible Premium Variable Life Insurance Policy
          (b)  Accelerated Benefit for Terminal Illness Rider
          (c)  Waiver of Monthly  Deduction Rider
          (d)  Extended Guaranteed Death Benefit
          (e)  Annual Renewable and Convertible Level Term Insurance Rider
      (6) (a)  None
          (b)  None
      (7)      None
      (8)      None
      (9)      Purchase Agreement between Security Benefit Life Insurance
               Company and SBL Fund
     (10)      None
 (2)           Opinion of Counsel
 (3)           None
 (4)           None
 (5)           None
 (6)           Consent of Independent Auditors
 (7)           Opinion of Actuary
 (8)           Memorandum Describing Issuance, Transfer, and Redemption
               Procedures
 (9)           None
(10)           Powers of Attorney


<PAGE>
                    RESOLUTION TO ESTABLISH SEPARATE ACCOUNT

RESOLVED,  that Security Benefit Life Insurance  Company ("SBL") shall establish
separate accounts in accordance with and under the provisions of Sections 40-436
and 40-437 of the Kansas Statutes Annotated,  such separate accounts to be known
as the SBL Variable Life Accounts A and B, or such other appropriate designation
as may be determined by the appropriate officers of SBL (hereinafter referred to
as the  "Accounts"),  and that hereafter each of the Accounts shall be deemed to
be and shall be established as a separate  account in accordance  with and under
the  provisions  of said  Sections  40-436 and 40-437 as heretofore or hereafter
amended.

FURTHER  RESOLVED,  that  variable life  insurance  contracts,  including  group
contracts  (which  shall  provide  that part or all of the benefits and payments
thereunder  will  reflect the  investment  experience  of SBL Fund or of another
investment  company  established  to fund  variable  annuity  or  variable  life
insurance  contracts)  are hereby  approved  and  adopted  for use by SBL,  such
contracts to contain the terms and conditions which the appropriate  officers of
SBL shall deem necessary, prudent and in the best interests of SBL.

FURTHER  RESOLVED,  that such variable life insurance  contracts shall be issued
and established in as many Series as the  appropriate  officers of SBL may, from
time to time, deem necessary to establish.

FURTHER  RESOLVED,  that in  accordance  with  Section  40-436(c)  of the Kansas
Statutes Annotated,  the income, if any, and gains and losses,  whether realized
or unrealized,  from assets  allocated to each Account,  shall be, in accordance
with the applicable contract, credited to or charged against the Account without
regard to other income, gains or losses of SBL.

FURTHER RESOLVED,  that the appropriate officers of SBL be, and they hereby are,
authorized and directed to do any and all things necessary to:

(a)   Register  each  Account as a unit  investment  trust under the  Investment
      Company Act of 1940 (the "1940 Act"), as amended;

(b)   Register the variable  life  insurance  contracts,  in such amounts as the
      appropriate  officers of SBL shall from time to time deem  necessary or in
      an indefinite  amount under the  Securities  Act of 1933 (the "1933 Act");
      and

(c)   Take  all  other  action  necessary  to  comply  with the  1940  Act,  the
      Securities  Exchange  Act of 1934  (the  "1934  Act")  and the  1933  Act,
      including without limitation, the filing of an application or applications
      for exemptions from the 1940 Act as the appropriate  officers of SBL or as
      counsel shall deem necessary or advisable.

FURTHER RESOLVED,  that the President of the Company,  or in his absence, a Vice
President,  be and each of them is hereby authorized,  empowered and directed to
sign a form of  Notification  of  Registration  under  the  1940  Act,  and such
Registration  Statements as may be required by the 1940 Act and the 1933 Act, in
the  name  of the  Accounts  by SBL as  sponsor  and  depositor,  and  that  the
appropriate officers of SBL be, and they hereby are, fully authorized, empowered
and  directed to execute and cause to be filed for and on behalf of the Accounts
and SBL said Notification of Registration and said Registration Statements,  and
that the appropriate  officers of SBL be, and they hereby are, fully  authorized
and  empowered  to  execute  and  cause to be  filed,  for and on  behalf of the
Accounts and SBL,  and the  President  and each Vice  President of SBL is hereby
fully  authorized  and empowered to execute in the name of the Accounts and SBL,
such amendments to, and such  instruments,  exhibits and documents in connection
with, said  Notification of Registration and said  Registration  Statements,  as
they, or any of them, may, upon advice of counsel, deem necessary or advisable.

                                  CERTIFICATION

    The  undersigned  hereby  certifies  that he is the duly elected Senior Vice
President,  Secretary  and General  Counsel of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY,  a corporation  organized  and existing  under the laws of the State of
Kansas.  The  Executive  Committee of the Board of  Directors  of said  SECURITY
BENEFIT LIFE INSURANCE  COMPANY did hereby adopt the aforesaid stated resolution
at their meeting held September 13, 1993:

    Dated this 3rd day of March, 1994.


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

(Corporate Seal)


<PAGE>
                             DISTRIBUTION AGREEMENT

   THIS  AGREEMENT,  made this _____ day of  December,  1993,  between  SECURITY
BENEFIT  LIFE  INSURANCE  COMPANY,  a  Kansas   corporation,   (hereinafter  the
"Company") and SECURITY DISTRIBUTORS,  INC., a Kansas corporation,  (hereinafter
the "Distributor"),

   WITNESSETH:

   WHEREAS,  the  Company is  engaged in  business  as a mutual  life  insurance
company;

   WHEREAS,  the  Company,  on its  behalf  and on behalf of  Security  Varilife
Separate  Account  (hereinafter  the  "Separate  Account"),  a segregated  asset
account  of the  Company,  entered  into a  Purchase  Agreement  with  SBL  Fund
(hereinafter the "Fund"), pursuant to which the Fund will serve as an investment
vehicle for the  variable  life  insurance  policies  issued  from the  Separate
Account;

   WHEREAS,  the Distributor is a  broker-dealer  registered with the Securities
and Exchange  Commission  (hereinafter the "SEC") under the Securities  Exchange
Act of 1934, as amended,  and a member of the National Association of Securities
Dealers, Inc.,

   WHEREAS,  the Company  desires to retain the Distributor to solicit for sale,
and accept  applications  for variable  life  insurance  policies  issued by the
Separate  Account  (hereinafter  the "Variable  Policies") for submission to the
Company,  provided there is an effective registration statement relating to said
Variable Policies, and to deliver the Variable Policies after sales;

   WHEREAS,  the Distributor is willing to act as principal  underwriter for the
Company to offer for sale, sell and deliver after sale, the Variable Policies;

   NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:

   ARTICLE  1.  EMPLOYMENT  OF  DISTRIBUTOR.  The  Company  hereby  employs  the
Distributor to act as principal underwriter for the Variable Policies and hereby
agrees  that during the term of this  Distribution  Agreement  (hereinafter  the
"Agreement"),  or until any termination  thereof, the Distributor shall have the
exclusive  right  to  offer  for sale  and to  distribute  any and all  Variable
Policies offered by the Company.  The Distributor hereby accepts such employment
and agrees to act as the distributor of the Variable  Policies  offered or to be
offered by the Company  during the period this Agreement is in effect and agrees
during  such  period to offer for sale such  Variable  Policies  as long as such
Variable  Policies  remain  available  for sale,  and an effective  registration
statement is on file with the SEC,  unless the  Distributor is unable legally to
make such offer for sale as the result of any law or governmental regulation.

   ARTICLE 2.  COMPENSATION.  Commissions in the amounts set forth on Schedule A
of this Agreement for the sale of Variable  Policies,  shall be payable monthly,
except  that in the event  that a Variable  Policy is  returned  to the  Company
within the "free look" period, the Distributor agrees to promptly repay the full
amount of such commissions to the Company.

   ARTICLE 3.  ALLOCATION  OF  EXPENSES  AND  CHARGES.  During  the period  this
Agreement  is in  effect,  the  Company  shall  pay all costs  and  expenses  in
connection  with  registration  of the  Separate  Account  under the  Investment
Company  Act of 1940  (hereinafter  the  "1940  Act")  and the  registration  of
interests in the Variable Policies under the Securities Act of 1933 (hereinafter
the "1933 Act"),  including all expenses in connection  with the preparation and
printing  of  any  registration   statements  and  prospectuses   necessary  for
registration thereunder but excluding any additional costs and expenses incurred
in furnishing the Distributor with prospectuses.  The Company shall also pay all
costs,  expenses and fees incurred in connection with the  qualification  of the
Variable Policies under the applicable insurance and Blue Sky laws of the states
in which the Variable Policies are offered.

   During the period this Agreement is in effect,  the  Distributor  will pay or
reimburse the Company for:

   (a) All costs and expenses of printing and mailing  prospectuses  (other than
for existing  policyholders) and confirmations  (except for reinvest dividends),
and all costs and  expenses  of  preparing,  printing  and  mailing  advertising
material, sales literature, circulars, applications, and other materials used or
to be used in  connection  with the  offering  for sale and the sale of Variable
Policies; and

   (b) All clerical and administrative  costs in processing the applications for
and in connection with the sale of Variable Policies.

   The  Distributor  agrees to submit to the Company for its prior  approval all
advertising material,  sales literature,  circulars and any other material which
the  Distributor  proposes to use in  connection  with the  offering for sale of
Variable Policies.

   ARTICLE 4. AGREEMENTS SUBJECT TO APPLICABLE LAW AND REGULATIONS.  The parties
hereto agree that all  provisions of this  Agreement will be performed in strict
accordance  with the  requirements of the 1940 Act, the 1933 Act, the Securities
Exchange  Act of 1934,  and the rules  and  regulations  of the SEC  under  said
statutes;  and in  strict  accordance  with all  applicable  state  Blue Sky and
insurance  laws  and  the  rules  and  regulations  thereunder;  and  in  strict
accordance  with the provisions of the Articles of  Incorporation  and Bylaws of
the Company.

   ARTICLE 5. DURATION AND TERMINATION OF AGREEMENT. This Agreement shall become
effective on the date that the Variable  Policies  prospectuses,  reflecting the
underwriting  arrangements  provided by this Agreement,  shall become  effective
under the 1933 Act, and shall  continue in force unless  terminated  as provided
herein. This Agreement may be terminated as follows:

   (a)  at  the  option  the  Company  upon  60  days'  written  notice  to  the
Distributor;

   (b) at the  option of the  Distributor  upon 60 day's  written  notice to the
Company; and

   (c) upon the mutual agreement by both parties to this Agreement.

   Furthermore, this Agreement shall terminate automatically in the event of its
assignment.  As used in the preceding sentence, the word "assignment" shall have
the meaning set forth in Section 2(a)(4) of the 1940 Act.

   ARTICLE  6.  ASSIGNABILITY.  This  Agreement  shall be  nonassignable  by the
parties  hereto,  except that a party may assign its rights to any subsidiary of
or any company under common  control with the party,  provided that the assignee
is duly  licensed and otherwise  competent to perform all functions  required of
the party under this Agreement.

   ARTICLE 7.  MODIFICATION OF AGREEMENT.  This Agreement may not be modified in
any way except by written agreement signed by the Company and the Distributor.

   ARTICLE  8.  HEADINGS.  The  headings  in this  Agreement  are  included  for
convenience  of  reference  only and in no way  define or  delineate  any of the
provisions hereof or otherwise affect their construction or effect.

   ARTICLE 9.  SEVERABILITY.  If any provision or  provisions of this  Agreement
shall be held or made invalid by a court decision,  statute,  rule or otherwise,
the remainder of this Agreement shall not be affected thereby.

   ARTICLE 10. NOTICE. Any notice required or permitted to be given hereunder to
either of the  parties  hereto  shall be deemed to have been  given if mailed by
certified or  registered  mail in a postage  prepaid  envelope  addressed to the
respective party as follows,  unless any such party has notified the other party
hereto that  notices  hereafter  intended for such party shall be mailed to some
other  address,  in which event  notices  thereafter  shall be addressed to such
party at the address designated in such request:

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

         Security Distributors, Inc.
         700 SW Harrison Street
         Topeka, KS 66636

   IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be duly
executed by their respective  corporate  officers thereto duly authorized on the
day, month and year first above written.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         By:
                                             ---------------------------------
                                             Howard R. Fricke
                                             President and CEO
Attest:
        -------------------------
        Roger K. Viola
        Secretary
                                        SECURITY DISTRIBUTORS, INC.

                                        By:
                                            ------------------------------------
                                            Howard R. Fricke
                                            President and CEO
Attest:
        -------------------------
        Amy J. Lee
        Secretary


<PAGE>
[SBL LOGO]
SECURITY BENEFIT LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
A Member of The Security                               700 SW Harrison St.
Benefit Group of Companies                             Topeka, Kansas 66636-0001
                                                       785-431-3000

                                                MARKETING ORGANIZATION AGREEMENT

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY
                                                     SECURITY DISTRIBUTORS, INC.

                                                           PRODUCT AUTHORIZATION
                                                             Fixed Products  |_|
                                                          Variable Products  |_|



MARKETING ORGANIZATION: ________________________________________________

This Agreement is entered into between Security Benefit Life Insurance  Company,
a Kansas mutual life insurance company,  Security Distributors,  Inc. (solely in
its capacity as underwriter of the Variable Products),  collectively referred to
herein as  "SBL,"  and the  undersigned,  referred  to herein as the  "Marketing
Organization."

  I.  APPOINTMENTS AND DUTIES

      A.  APPOINTMENT.  Subject to the terms and  conditions  of this  contract,
          Marketing  Organization is appointed to solicit,  and to recommend for
          appointment   Agents/Representatives   and   Marketing   Organizations
          (referred to herein as "Marketer(s)") to solicit  applications for the
          fixed annuity and fixed life insurance  contracts  ("Fixed  Products")
          and/or  variable   annuity  and  variable  life  insurance   contracts
          ("Variable  Products") more  specifically  described in the Commission
          Schedule(s)  attached  hereto  from time to time and  incorporated  by
          reference (collectively referred to as the "Products"), to deliver the
          contracts, to collect the initial premiums thereon, and to service the
          business.

          Marketing  Organization  hereby accepts such  appointment and confirms
          that it will abide by the terms and  conditions of this  Agreement and
          any  sales  manuals  and/or  rules  and  practices  of SBL.  Marketing
          Organization will endeavor to promote SBL's interests and those mutual
          interests of Marketing  Organization  and SBL as  contemplated by this
          Agreement and shall at all times conduct  itself,  and insure that its
          employees  and  Marketers  conduct  themselves  so as not to adversely
          affect  the  business  reputation  or  good  standing  of  either  the
          Marketing Organization or SBL.

      B.  SALES  FORCE.  Marketing  organization  shall  have the  authority  to
          recruit,  train and supervise  Marketers for the sale of the Products.
          Appointment of any Marketer shall be subject to prior approval of SBL.
          SBL reserves the right to require  termination of any Marketer's right
          to sell any of the  Products  and to  cancel  the  appointment  of any
          Marketer. Marketing Organization shall be responsible for any Marketer
          appointed  hereunder  complying  with  the  terms,   conditions,   and
          limitations  as set  forth in this  Agreement  and any  sales  manuals
          and/or rules and practices of SBL.

          With respect to sales of Fixed Products,  unless  otherwise  agreed in
          writing by the parties, any and all agreements with Marketers shall be
          made  directly  with SBL in writing on SBL's form and shall not become
          effective until they are approved and executed by SBL and the Marketer
          is  licensed  in  accordance  with  Section  III  of  this  Agreement.
          Marketing Organization shall not have authority to modify or amend any
          such agreements.  With respect to sales of Variable Products,  any and
          all  agreements  with  Marketers  shall be made between the  Marketing
          Organization and its Marketers,  provided  however,  that SBL reserves
          the right to require any Marketer to sign an  agreement  acknowledging
          that no  compensation  is payable by SBL to the Marketer.  SBL may, at
          SBL's option, refuse to contract with any proposed Marketer and may at
          any time terminate any agreement with any Marketer.

      C.  INDEPENDENT CONTRACTOR.  Marketing Organization will be an independent
          contractor and nothing contained herein shall be construed as creating
          the  relationship  of  employer-employee  between  SBL  and  Marketing
          Organization.  Marketing Organization will be acting as an independent
          contractor only, and not as a partner, associate, or affiliate of SBL.
          Marketing Organization will be free to exercise its own judgment as to
          the time and manner of  performing  the  services  authorized  by this
          Agreement subject to such rules and regulations as may be adopted from
          time to time by SBL.

      D.  LIMITATIONS OF AUTHORITY.  Marketing  Organization's  authority  shall
          extend  no  further  than as is stated  in this  Agreement.  Marketing
          Organization  shall not (1) make, alter,  modify,  waive or change any
          question,  statement or answer on any application  for insurance,  the
          terms of any  receipt  given  thereon,  or the terms of any  policy or
          contract;  (2) extend or waive any provision of any policy or contract
          or the time for payment of  premiums;  (3)  guarantee  dividends;  (4)
          deliver any policy  unless the applicant is at the time in good health
          and  insurable  condition;  (5) incur any  debts or  liability  for or
          against SBL; or (6) receive any money for SBL except as herein stated.

9482 (R7-97)                                                         32-94821-00
<PAGE>
      E.  COLLECTION  OF MONEY.  Marketing  Organization  is not  authorized  to
          accept any premium for SBL except initial policy premiums,  unless SBL
          provides  otherwise  in writing.  All customer  checks  should be made
          payable  directly to SBL.  Receipts for premiums  must be on the forms
          furnished  by SBL  for  that  purpose.  Marketing  Organization  shall
          immediately  remit to SBL all money  received  or  collected  on SBL's
          behalf,  and such money  shall be  considered  as SBL's  funds held in
          trust by Marketing Organization.  SBL will not accept premium payments
          in the form of checks  drawn on  Marketing  Organization  or  Marketer
          accounts.

      F.  RECORDS.  Marketing Organization agrees to maintain proper records and
          accounts of business transacted under this contract, including but not
          limited to, records of all written sales proposals made,  applications
          taken, money collected, policies issued and delivered, and all service
          to  policy  owners on SBL's  behalf.  All such  records  shall be made
          available  to SBL or  SBL's  representatives,  with or  without  prior
          notice, during business hours.

 II.  COMPENSATION

      A.  COMPENSATION TO MARKETING ORGANIZATION. As full compensation, SBL will
          pay Marketing  Organization  or its  affiliated  insurance  agency (if
          applicable)  commissions  as  described  in  the  attached  Commission
          Schedule(s)  for  policies  sold by  Marketers  assigned to  Marketing
          Organization.   There   shall  be  no   additional   compensation   or
          reimbursement  to Marketing  Organization  for  services  performed or
          expenses incurred. Marketing Organization shall be responsible for and
          shall  pay  all  expenses   Marketing   Organization   incurs  in  the
          performance of this Agreement.  Further,  SBL may amend any Commission
          Schedule at any time by giving Marketing  Organization  written notice
          of such change.  Any changes SBL may make to the  Commission  Schedule
          will apply  only to those  policies  issued on or after the  effective
          date of the changes.

          The rate of commissions or right to receive compensation on any policy
          or contract (1) not listed in this  Agreement,  (2) requiring  special
          underwriting,  or (3) obtained  through a lead furnished by SBL, shall
          be governed by SBL's  rules and  practices  in effect at that time and
          shall eventually be covered by a separate  agreement between Marketing
          Organization  and SBL, by written  amendment to this Agreement,  or by
          written notice to Marketing Organization.

      B.  COMPENSATION  TO MARKETERS.  This Agreement is not intended to benefit
          in any  manner  whatsoever  the  Marketers  or any  other  entity as a
          third-party  beneficiary.  With  respect  to sales of Fixed  Products,
          payment of compensation by SBL to Marketers will be made only pursuant
          to the terms of a separate written Agreement between SBL and Marketer.
          With  respect  to the  sales  of  Variable  Products,  SBL will pay no
          compensation to Marketers;  payment of  compensation to Marketers,  if
          any,  will be made only  pursuant  to the terms of a separate  written
          Agreement between the Marketing Organization and Marketer.

      C.  PROVISIONS  RELATING TO COMPENSATION.  Neither Marketing  Organization
          nor any Marketer  assigned to Marketing  Organization  shall  withhold
          compensation  from any premiums or contributions  submitted to SBL. No
          commissions will be payable on premiums or  contributions  which shall
          be refunded for any reason, and Marketing Organization shall refund to
          SBL any commission paid to Marketing Organization on any such premiums
          or contributions.  SBL shall not, under any circumstances  whatsoever,
          pay or allow any rebate of  commissions  in any  manner,  directly  or
          indirectly.

III.  COMPLIANCE

      A.  GENERAL  REQUIREMENTS.  Marketing  Organization agrees to abide by all
          applicable  local,  state and federal laws and  regulations as well as
          the rules and  regulations  of the National  Association of Securities
          Dealers,  Inc.  (NASD) and the Securities  and Exchange  Commission in
          conducting business under this Agreement. Marketing Organization shall
          insure that all of its Marketers comply with all such rules, laws, and
          regulations.

      B.  LICENSING.  Marketing  Organization  agrees  that  neither  it nor its
          Marketers will solicit or submit  applications for any of the Products
          unless  Marketing  Organization,  its affiliated  insurance agency (if
          applicable),  and  its  Marketers  are  properly  licensed  under  all
          applicable  state  insurance  laws.  Marketing  Organization  shall be
          responsible  for each  Marketer  becoming so licensed and shall notify
          SBL if any Marketer ceases to be so licensed.

          WITH RESPECT TO SALES OF VARIABLE PRODUCTS: (1) Marketing Organization
          hereby  confirms  that it is a member in good standing of the National
          Association of Securities  Dealers,  Inc.,  hereinafter called "NASD,"
          and  further  agrees to notify  SBL if it ceases to be a member of the
          NASD,  (2) Marketing  Organization  agrees to abide by the  applicable
          Rules of Fair Practice of the NASD which rules are incorporated herein
          as if set forth in full, (3) Marketing  Organization  represents  that
          the  signing  of  this  agreement  is a  representation  to  SBL  that
          Marketing  Organization is a properly  registered  Broker/Dealer under
          the Securities  Exchange Act of 1934,  and (4) Marketing  Organization
          shall insure that all Marketers recruited by Marketing Organization to
          sell the  Variable  Products  shall  be duly  registered  pursuant  to
          applicable state and federal securities laws and regulations and shall
          notify SBL if any Marketer ceases to be so registered.

          Marketing  Organization  will be  responsible to secure and provide to
          SBL adequate proof of any licenses, securities registration,  bonds or
          other  requirements or qualifications as may be required by SBL or the
          state  or  states  where  Marketing  Organization  and its  affiliated
          insurance  agency (if  applicable) is authorized to solicit  insurance
          and securities.

      C.  PRINTED  MATTER.   SBL  will  furnish   Marketing   Organization   all
          prospectuses, reports, applications and other printed matter necessary
          to conduct the business  anticipated  hereunder  with respect to SBL's
          Products. Advertising material of any nature not supplied by SBL shall
          be used by Marketing  Organization  only after Marketing  Organization
          has received SBL's written approval.  Likewise, Marketing Organization
          may  use  SBL's  name  and  trademark,  or  those  of  any  affiliated
          companies, only with SBL's written approval.

 IV.  SBL'S RIGHT OF ACTION

      A.  CHANGES.  SBL may at any  time and from  time to time  (1)  change  or
          modify  this  Agreement,  (2) modify or amend any  prospectus,  policy
          form, or contract,  (3) change sales charges,  (4) modify or alter the
          conditions  or terms  under  which any Product may be sold or regulate
          its sale in any way, (5)  discontinue or withdraw any Product from any
          state,  without  prejudice to continue  such Product  elsewhere or (6)
          cease doing business in any state.

      B.  RIGHTS OF REJECTION AND  SETTLEMENT.  SBL reserves the right to reject
          any application or refund any money submitted by Marketers assigned to
          Marketing  Organization.  In the event of such  rejection  or  refund,
          Marketing  Organization's  commission  on such  shall be  refunded  as
          described previously by being charged against Marketing Organization's
          earnings  or,  upon  demand,  by payment  directly  to SBL.  It is the
          intention of the parties to this Agreement that Marketing Organization
          shall be  entitled  to  receive  commissions  only  upon  premiums  or
          contributions received in cash and retained by SBL.

      C.  RIGHT OF OFFSET OF INDEBTEDNESS.  Any advance, loan,  annualization of
          compensation,   or   extension   of  credit  from  SBL  to   Marketing
          Organization  and to  Marketers  appointed by or assigned to Marketing
          Organization,  or any loss or liability incurred by SBL as a result of
          the actions of  Marketing  Organization  or its  affiliated  insurance
          agency (if  applicable)  shall  constitute a general  indebtedness  of
          Marketing  Organization to SBL. The entire  indebtedness,  as shown in
          SBL's ledger  accounts,  may be deemed due and payable at any time and
          SBL may exercise any rights or remedies to collect such  indebtedness,
          including but not limited to, charging to Marketing  Organization  all
          attorney's fees or other collection expenses, as permitted by law.

          SBL may deduct any amounts  Marketing  Organization owes SBL now or in
          the  future,  as a  result  of this or any  other  contract  with  the
          Company, from any compensation due Marketing  Organization.  Marketing
          Organization hereby assigns, transfers and sets over to SBL any monies
          that from time to time may become due to Marketing  Organization  from
          SBL under this contract or otherwise to secure any debt to SBL.

  V.  TERMINATION

      A.  VOLUNTARY TERMINATION. Either of the parties hereto may terminate this
          Agreement, without stating any cause, by mailing to the other party at
          their  last  known  address a notice  of  termination  which  shall be
          effective fifteen days from mailing.

      B.  AUTOMATIC TERMINATION.  This Agreement terminates automatically (1) if
          Marketing Organization is an individual, upon Marketing Organization's
          death,  (2) if a partnership,  upon the death of any partner or change
          in the partners  composing the firm, or dissolution of the partnership
          for any reason,  (3) if a corporation,  upon Marketing  Organization's
          dissolution  or  disqualification  to perform  the duties  anticipated
          hereunder, (4) upon revocation,  termination, suspension or nonrenewal
          of  Marketing  Organization's  securities  registration  or  insurance
          licenses by any state in which  Marketing  Organization is required by
          law to maintain  such a license in order to perform  its duties  under
          this  Agreement,  (5) with  respect  to the  Variable  Products,  upon
          Marketing   Organization's   ceasing   to   be  an   NASD   registered
          broker/dealer  in good  standing  (this  includes  any  suspension  of
          Marketing   Organization's   membership),   or  (5)   upon   Marketing
          Organization's filing a petition for bankruptcy or one being filed for
          Marketing  Organization,  upon Marketing  Organization  being adjudged
          bankrupt,  or  upon  Marketing   Organization's  executing  a  general
          assignment for the benefit of creditors.

      C.  TERMINATION  FOR CAUSE.  Marketing  Organization's  rights  under this
          contract,  including  the right to any further  payment of any type of
          compensation, either during or after the termination of this contract,
          shall automatically and completely cease if any of the following occur
          at any time:  (1)  Marketing  Organization  violates  any of the terms
          hereof,  (2)  Marketing  Organization  violates any law or  regulation
          relating  to  the  activities  anticipated  hereunder,  (3)  Marketing
          Organization  induces or attempts to induce any Marketer and/or person
          under contract with SBL to terminate the  contractual  relationship or
          cease doing business or producing for SBL, (4) Marketing  Organization
          initiates or induces any  misappropriation or commingling of Marketing
          Organization's and SBL's funds, or (5) Marketing  Organization engages
          in any fraudulent act or  misrepresentation.  In determining cause for
          termination,  SBL  shall  use its sole  discretion  and  shall  notify
          Marketing Organization in writing of SBL's decision.

      D.  RETURN OF SBL PROPERTY.  Upon termination of this contract,  Marketing
          Organization  agrees  to  return  any  equipment,   supplies,  printed
          materials  or  other   property,   including,   but  not  limited  to,
          policyholder   lists  and  policyholder   records  SBL  has  furnished
          Marketing Organization.  Marketing Organization  acknowledges that any
          policyholder lists or records in Marketing  Organization's  possession
          are SBL's property,  and that the Company has a continuing proprietary
          interest in the lists and records relating to its policyholders.

 VI.  THIRD PARTY COMPLAINTS AND LITIGATION

      A.  NOTIFICATION  AND  COOPERATION.  SBL and Marketing  Organization  will
          promptly  notify  the  other if either  of them  becomes  aware of any
          arbitration,  litigation, judicial proceeding, insurance department or
          other  governmental   agency  inquiry  or  complaint,   regulatory  or
          administrative  investigation or proceeding,  or customer complaint or
          demand,   which  directly  or  indirectly   involves  the  rights  and
          obligations  of the parties  under this  Agreement.  SBL and Marketing
          Organization each agree to cooperate fully with the other with respect
          to any matter referred to in this Section VI.

      B.  DEFENSE OF  ACTIONS.  If any legal  action is brought by a third party
          against  SBL or  Marketing  Organization,  or both,  which is based in
          whole or in part on any  alleged  act,  fault or failure of  Marketing
          Organization  in  connection  with  this  Agreement,  SBL may  require
          Marketing  Organization  to defend  SBL in such  action,  or,  SBL may
          defend  any such  action and expend  such sums,  including  attorneys'
          fees, to be reimbursed by Marketing  Organization  in accordance  with
          Section VI.E. below.

      C.  SERVICE OF  PROCESS.  Marketing  Organization  shall  transmit  to the
          attention  of SBL's  Legal  Counsel at 700  Harrison,  Topeka,  Kansas
          66636,  by  certified  mail within 24 hours after  receipt,  any paper
          served upon Marketing  Organization in connection with any proceeding,
          hearing or action, whether legal or otherwise,  by or against SBL. Any
          failure on Marketing Organization's part to comply with this provision
          which causes  additional loss or expense to SBL shall be reimbursed by
          Marketing Organization to SBL.

      D.  SETTLEMENT. SBL has the right to settle any claim against SBL, and any
          claim made against SBL and Marketing Organization jointly, arising out
          of this  Agreement or any other  agreement  between SBL and  Marketing
          Organization now or hereafter existing,  and SBL's determination as to
          any such  matter  will be final and  binding.  In any  action  brought
          jointly against SBL and Marketing Organization which is based in whole
          or in  part  on  any  alleged  act,  fault  or  failure  of  Marketing
          Organization,  Marketing  Organization shall not settle such action or
          any portion thereof except with the express, written consent of SBL.

      E.  INDEMNIFICATION.  Marketing  Organization shall indemnify and hold SBL
          harmless from any liability,  loss,  cost,  claim or damaged caused by
          the negligence or misconduct of Marketing Organization, its affiliated
          insurance  agency (if  applicable),  Marketers  and/or either of their
          officers,  directors  and  employees.   Marketing  Organization  shall
          reimburse SBL for any legal or other expenses  reasonably  incurred by
          SBL in connection with its investigation and defense of any such loss,
          cost,  claim,  damage or  liability,  or of any  proceeding  or action
          resulting from those matters.

VII.  GENERAL PROVISIONS

      A.  CONFIDENTIALITY.   Marketing   Organization  will  treat  all  matters
          relating  to  SBL's  business  as  confidential  information,  and not
          divulge any  information in any way to other entities  during or after
          the term of this contract.

      B.  WAIVER.  SBL's forbearance or failure to exercise any rights hereunder
          or insist upon  strict  compliance  herewith  shall not  constitute  a
          waiver  of  any  right,   condition,   or   obligation   of  Marketing
          Organization under this Agreement.

      C.  PRIOR  AGREEMENTS.  This Agreement  shall  supersede any and all prior
          agreement(s)  between  Marketing  Organization  and SBL in relation to
          sales of Products after this  Agreement  becomes  effective;  it being
          understood,  however,  that all obligations to SBL previously incurred
          or assumed  by SBL and liens  created in  connection  therewith  still
          exist and shall attach hereto.

      D.  ASSIGNMENT.  Neither this  Agreement nor any of the benefits to accrue
          hereunder  shall be  assigned  or  transferred,  either in whole or in
          part,  without SBL's prior written consent.  Any assignments  shall be
          subject to a first lien to SBL for any indebtedness owed to SBL.

      E.  NOTICES.  All  notices  required or  permitted  to be given under this
          contract  shall be in writing  and shall be  delivered  personally  or
          mailed to an officer of the party  receiving  such  notice at its home
          office at the address set forth above.

      F.  GOVERNING  LAW. This  contract  shall be construed to be in accordance
          with the laws of the State of Kansas.

      H.  ENTIRE AGREEMENT.  The foregoing  provisions,  the attached Commission
          Schedules and any rate books,  manuals,  or bulletins issued by SBL in
          connection with this Agreement constitute the entire agreement between
          the  parties  and  SBL  shall  not  be  bound  by any  other  promise,
          agreement,  understanding  or  representation  unless it is made by an
          instrument in writing,  signed by all of the parties or is in the form
          of a written notice from SBL to Marketing Organization which expresses
          by its terms an intention to modify this Agreement.

      I.  SEVERABILITY. If it should appear that any term of this contract is in
          conflict with any rule of law, statute, or regulation in effect in any
          state where  Marketing  Organization  writes or solicits  business for
          SBL, then any such term shall be deemed  inoperative and null and void
          insofar  as it  may be in  conflict  therewith  and  shall  be  deemed
          modified to conform to such rule of law,  statute or  regulation.  The
          existence  of any such  apparent  conflict  shall not  invalidate  the
          remaining provisions of this contract.

      J.  EFFECTIVE  DATE.  This  Agreement  shall take effect shown  below,  if
          Marketing  Organization  has been  duly  licensed  in the  appropriate
          jurisdiction(s) to perform the functions anticipated herein.


MARKETING ORGANIZATION                   SECURITY BENEFIT LIFE INSURANCE COMPANY


                                         By            RICHARD K RYAN
- --------------------------------------         ---------------------------------
 Print Name of Marketing Organization
   |_| Individual  |_| Partnership       Title       SENIOR VICE PRESIDENT
           |_| Corporation                     ---------------------------------

                                         Date
- --------------------------------------         ---------------------------------
   Print Name of Principal Officer
   if a Partnership or Corporation       SECURITY DISTRIBUTORS, INC.


By                                       By            RICHARD K RYAN
   -----------------------------------         ---------------------------------
         Signature of Individual
          or Principal Officer           Title             PRESIDENT
                                               ---------------------------------

Date                                     Date
     ---------------------------------         ---------------------------------

APPROVED BY:

- --------------------------------------
  Print Name of Sponsoring Marketing
     Organization (if applicable)

By
   -----------------------------------
     Signature of Principal Officer


Effective Date of Agreement __________
                                                                     32-94821-00


<PAGE>
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                   A MUTUAL COMPANY/FOUNDED IN 1892/TOPEKA, KS

   THE COMPANY'S PROMISE

   In consideration of the Premiums paid and the attached application,  Security
   Benefit Life Insurance Company, subject to the terms of this Policy, will pay
   the  benefit of this Policy  according  to its  provisions  when due proof of
   death,  satisfactory  to the  Company,  is received at our Home Office at 700
   Harrison, Topeka, Kansas, 66636-0001.

   LEGAL CONTRACT

   PLEASE READ YOUR CONTRACT CAREFULLY. It is a legal Contract between the Owner
   and the Company,  Security Benefit Life Insurance Company. The Policy's table
   of contents is on page 2.

   FREE LOOK RIGHT

   This Policy may be returned  within (1) 20 days after the Owner  receives it,
   or (2) 45 days  after the  application  is  signed,  whichever  is later,  by
   delivering  or mailing it to the Home Office or the agent through whom it was
   purchased.  Immediately  on such  delivery  or mailing,  the Policy  shall be
   deemed  void from the  beginning.  All  premiums  paid on the Policy  will be
   refunded to the Owner.

   The Company,  when used in this Policy, means Security Benefit Life Insurance
   Company.

                  [ROGER K. VIOLA]           [HOWARD R. FRICKE]
                     Secretary                   President

                       A BRIEF DESCRIPTION OF THIS POLICY

   This is a Flexible Premium VARIABLE LIFE INSURANCE POLICY

   -  The Policy  proceeds  are payable if the Insured  dies before the Maturity
      Date and while the Policy is in force.

   -  The Net Cash Surrender  Value,  if any, is payable on the Maturity Date if
      the Insured is alive and the Policy is in force.

   -  Flexible  Premiums  are  payable  during  the life of the  Insured  to the
      Maturity Date.

   -  This Policy is participating.

THIS  POLICY'S  ACCUMULATED  VALUE  IN THE  SEPARATE  ACCOUNT  IS  BASED  ON THE
INVESTMENT EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.

THE AMOUNT OR  DURATION  OF THE DEATH  BENEFIT  MAY BE  VARIABLE  OR FIXED UNDER
SPECIFIED CONDITIONS. SEE THE DEATH BENEFIT PROVISIONS FOR DETAILS.

       [LOGO]        SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
               700 Harrison, Topeka, KS 66636-0001 (913) 295-3000

                                                                     71-85010-00
8501 (1-94)                                                            BP 850111
<PAGE>
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------
                                                      PAGE

DEFINITIONS.........................................   5

OWNERSHIP AND BENEFICIARY PROVISIONS................   6
     OWNERSHIP......................................   6
     JOINT OWNERSHIP................................   6
     CHANGE OF OWNERSHIP............................   6
     ASSIGNMENT.....................................   6
     BENEFICIARY DESIGNATION AND HOW TO CHANGE IT...   6
     DISTRIBUTION OF PROCEEDS.......................   6

PREMIUM PAYMENT PROVISIONS..........................   7-9
     PAYMENT OF PREMIUMS............................   7
     PREMIUM ALLOCATION.............................   7
     PREMIUM LIMITATION.............................   7, 8
     GRACE PERIOD AND LAPSE.........................   8
     MINIMUM DEATH BENEFIT GUARANTEE................   8
     NONFORFEITURE OPTIONS..........................   9
     REINSTATEMENT..................................   9

ACCUMULATED VALUE PROVISIONS........................   10, 11
     ACCUMULATED VALUE..............................   10
     FIXED ACCOUNT ACCUMULATED VALUE................   10
     FIXED ACCOUNT INTEREST CREDITING...............   10
     SEPARATE ACCOUNT ACCUMULATED VALUE.............   10
     DETERMINING ACCUMULATION UNITS.................   10, 11
     ACCUMULATION UNIT VALUE........................   11
     FLUCTUATION OF VALUES..........................   11
     SPLITTING UNITS................................   11

TRANSFER PROVISIONS.................................   12
     TRANSFERS......................................   12
     TRANSFER CHARGE................................   12

CHARGE AND DEDUCTION PROVISIONS.....................   12-14
     FEDERAL & STATE INCOME TAX CHARGE..............   12
     PREMIUM LOAD...................................   12
     MONTHLY DEDUCTION..............................   12
     COST OF INSURANCE CHARGE.......................   13
     DEDUCTIONS FROM VARIABLE ACCOUNTS..............   13
     ADMINISTRATIVE CHARGE..........................   13
     MORTALITY AND EXPENSE RISK CHARGE..............   14

MATURITY, SURRENDER AND WITHDRAWAL PROVISIONS.......   14
     MATURITY BENEFIT...............................   14
     RIGHT TO SURRENDER.............................   14
     NET CASH SURRENDER VALUE.......................   14
     PARTIAL WITHDRAWALS............................   14, 15

LOAN PROVISIONS.....................................   15
     POLICY LOANS...................................   15
     LOAN INTEREST..................................   15
     LOAN ACCOUNT...................................   15
     LOAN REPAYMENTS................................   15

DEATH BENEFIT PROVISIONS............................   16-18
     SPECIFIED AMOUNT...............................   16
     CHANGE IN SPECIFIED AMOUNTS....................   16
     DEATH BENEFIT OPTIONS..........................   16
     OPTION A.......................................   17
     OPTION B.......................................   17
     GUIDELINE MINIMUM DEATH BENEFIT................   17
     CHANGE IN DEATH BENEFIT OPTION.................   17
     DEATH BENEFIT PROCEEDS.........................   17-18

POLICY PROCEEDS PROVISIONS..........................   18, 19
     HOW PROCEEDS MAY BE PAID.......................   18
     OPTIONAL SETTLEMENT OPTIONS....................   18, 19
     ADDITIONAL PROVISIONS FOR PAYMENT OF PROCEEDS..   19

PAYMENT PROVISIONS..................................   20
     PAYMENT FROM THE VARIABLE ACCOUNTS.............   20
     PAYMENTS FROM THE FIXED ACCOUNT................   20

GENERAL PROVISIONS..................................   20-23
     THE CONTRACT...................................   20
     INCONTESTABILITY...............................   21
     MISSTATEMENT OF AGE AND SEX....................   21
     SUICIDE EXCLUSION..............................   21
     EFFECTIVE DATE.................................   21
     DATE OF TERMINATION............................   21
     DATES..........................................   21
     RIGHT TO EXCHANGE POLICY.......................   22
     CLAIMS OF CREDITORS............................   22
     RECEIVED BY THE COMPANY........................   22
     EXCHANGE OF INSURED............................   22, 23
     POLICY STATEMENTS..............................   23
     COMPLIANCE.....................................   23
     PARTICIPATING..................................   23
     BASIS OF VALUES................................   23

SEPARATE ACCOUNT PROVISIONS.........................   24, 25
     SEPARATE ACCOUNT DEFINED.......................   24
     OWNERSHIP OF SEPARATE ACCOUNT..................   24
     FUND DEFINED...................................   24
     ADDITION, DELETION OR SUBSTITUTION OF
     INVESTMENTS....................................   25

LIFE INCOME OPTIONS TABLES..........................   26, 27

APPLICATION
     ATTACHED TO AND A PART OF THIS POLICY..........

RIDERS OR ENDORSEMENTS (IF ANY)
     ATTACHED TO AND A PART OF THIS POLICY
<PAGE>
- --------------------------------------------------------------------------------
                             SECURITY ELITE BENEFIT
                  VARIABLE UNIVERSAL LIFE POLICY SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER NAME:  John Q. Doe                     POLICY NUMBER:  Specimen
INSURED NAME:  John Q. Doe                   POLICY DATE:  February 1, 1994
AGE OF INSURED:  35                          ISSUE DATE:  February 1, 1994
ADDITIONAL INSURED:  None                    MATURITY DATE:  February 1, 2054
PRIMARY BENEFICIARY:  Jane Q. Doe            CLASS OF RISK:  Preferred
CONTINGENT BENEFICIARY:  John Q. Doe, Jr.    BENEFIT OPTION:  Option A
SPECIFIED AMOUNT OF INSURANCE:  $750,000
MINIMUM SPECIFIED AMOUNT OF INSURANCE:  $100,000
MINIMUM INITIAL PREMIUM: 1/12 of the first year Minimum Death Benefit Guaranteed
   Premium
PLANNED PERIODIC PREMIUM:  $6,300.00 Annually
INITIAL PREMIUM PAYMENT:  $6,300.00 Annual
MINIMUM PERIODIC PREMIUM:  $50
ANNUAL MINIMUM DEATH BENEFIT GUARANTEE PREMIUM:  $6,300.00
GUIDELINE SINGLE PREMIUM:  $99,090.00
GUIDELINE LEVEL PREMIUM:  $9,000.00
OPTIONAL INSURANCE BENEFITS:  None

NOTE: It is possible that coverage will expire prior to the maturity date shown.
Coverage will expire when the Net Cash Surrender  Value is  insufficient  to pay
the charges  assessed on a Monthly  Payment Date. The  Accumulated  Value may be
based  on the  investment  results  of the  Separate  Account.  The  payment  of
premiums,  in any amount or frequency,  will not guarantee  that the Policy will
remain in force.  The  Policy  will not lapse,  however,  if the  Minimum  Death
Benefit  Guarantee  Premium is in effect as discussed  under the Premium Payment
Provisions.

- --------------------------------------------------------------------------------
POLICY SPECIFICATIONS (CONTINUED)
- --------------------------------------------------------------------------------

                       DEATH BENEFIT CORRIDOR PERCENTAGES

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

FIXED ACCOUNT MINIMUM GUARANTEED INTEREST RATE:  4%

VARIABLE ACCOUNTS:
     Money Market
     High Grade Income
     Global Aggressive Bond
     Income Growth
     Equity Income
     Managed Asset Allocation
     Specialized Asset Allocation
     Growth
     Worldwide Equity
     Social Awareness
     Emerging Growth

LOAN ACCOUNT CREDITING RATE:  6%

POLICY LOAN  INTEREST  RATE  PAYABLE IN ARREARS:  8% on Policy Debt  outstanding
during the first 10 policy years and 6.5% on Policy Debt outstanding thereafter.

PREMIUM LOAD: The applicable premium tax percentage required by your residence.

ANNUAL MORTALITY & EXPENSE RISK CHARGE:  0.90%

ANNUAL ADMINISTRATIVE CHARGE:  0.35%

COST OF INSURANCE CHARGE:  See Tables on Page 4 or 4A.

SURRENDER CHARGE:  None

TRANSFER CHARGE:  Up to $25

OPTIONAL INSURANCE BENEFITS GUARANTEED CHARGE:  See Tables on Page 4 or 4A.

METHOD FOR DEDUCTIONS:  Cost of Insurance  charges,  transfer  charges,  premium
taxes  collected  after  the  premiums  are  applied,  and  unallocated  partial
withdrawals will be deducted pro rata from the Accumulated Value.  Mortality and
expense risk and  administrative  charges are deducted  daily from the assets of
each Variable Account.

NOTE: It is possible that coverage will expire prior to the maturity date shown.
Coverage will expire when the Net Cash Surrender  Value is  insufficient  to pay
the charges  assessed on a Monthly  Payment Date. The  Accumulated  Value may be
based  on the  investment  results  of the  Separate  Account.  The  payment  of
premiums,  in any amount or frequency,  will not guarantee  that the Policy will
remain in force.  The  Policy  will not lapse,  however,  if the  Minimum  Death
Benefit   Guarantee  is  in  effect  as  discussed  under  the  Premium  Payment
Provisions.
<PAGE>
                   TABLE OF GUARANTEED COST OF INSURANCE RATES
                            MONTHLY RATES PER $1,000
                                    PREFERRED
<TABLE>
<CAPTION>
                                         WAIVER OF MONTHLY                                              WAIVER OF MONTHLY
  ATTAINED           LIFE RATES         DEDUCTION PERCENTAGES*   ATTAINED        LIFE RATES            DEDUCTION PERCENTAGE
     AGE          MALE       FEMALE       MALE        FEMALE       AGE         MALE        FEMALE       MALE       FEMALE
     <S>         <C>         <C>          <C>          <C>          <C>       <C>          <C>          <C>         <C>    
     18          0.1358      0.0800       1.08         2.54         58        0.9117       0.6433       21.52**     21.75**
     19          0.1392      0.0825       1.08         2.54         59        1.0042       0.6858       22.57**     24.88**
     20          0.1400      0.0842       1.08         2.54         60        1.1075       0.7358        5.94**      4.74**
     21          0.1383      0.0858       1.19         2.76         61        1.2225       0.7975        5.15**      4.02**
     22          0.1358      0.0867       1.30         2.97         62        1.3550       0.8742        4.12**      3.16**

     23          0.1325      0.0883       1.41         3.19         63        1.5050       0.9683        4.04**      3.04**
     24          0.1292      0.0900       1.53         3.41         64        1.6717       1.0742        4.36**      3.21**
     25          0.1250      0.0917       1.64         3.63         65        1.8542       1.1883
     26          0.1225      0.0942       1.83         4.03         66        2.0517       1.3067
     27          0.1208      0.0958       2.01         4.44         67        2.2633       1.4275

     28          0.1200      0.0983       2.20         4.85         68        2.4933       1.5525
     29          0.1200      0.1017       2.39         5.26         69        2.7483       1.6917
     30          0.1208      0.1042       2.57         5.67         70        3.0367       1.8550
     31          0.1233      0.1075       2.81         6.34         71        3.3658       2.0542
     32          0.1267      0.1108       3.04         7.00         72        3.7458       2.2983

     33          0.1317      0.1150       3.27         7.67         73        4.1758       2.5908
     34          0.1375      0.1200       3.51         8.34         74        4.6483       2.9275
     35          0.1442      0.1258       3.74         9.01         75        5.1533       3.3033
     36          0.1517      0.1342       4.09         9.61         76        5.6867       3.7100
     37          0.1617      0.1442       4.44        10.20         77        6.2442       4.1458

     38          0.1725      0.1550       4.79        10.80         78        6.8292       4.6175
     39          0.1842      0.1667       5.13        11.40         79        7.4600       5.1400
     40          0.1983      0.1808       5.48        11.99         80        8.1567       5.7342
     41          0.2133      0.1958       6.09        12.65         81        8.9375       6.4175
     42          0.2292      0.2108       6.70        13.31         82        9.8183       7.2050

     43          0.2467      0.2258       7.30        13.97         83       10.7950       8.0933
     44          0.2658      0.2408       7.91        14.63         84       11.8483       9.0725
     45          0.2875      0.2575       8.52        15.29         85       12.9542      10.1317
     46          0.3108      0.2750       9.46        16.00         86       14.0983      11.2633
     47          0.3358      0.2942      10.40        16.71         87       15.2633      12.4658

     48          0.3633      0.3142      11.34        17.42         88       16.4442      13.7400
     49          0.3933      0.3367      12.29        18.13         89       17.6575      15.0958
     50          0.4275      0.3617      13.23        18.84         90       18.9208      16.5442
     51          0.4667      0.3892      14.26        19.37         91       20.2633      18.1183
     52          0.5117      0.4208      15.29        19.91         92       21.7350      19.8775
                                                                    93       23.4792      21.9458
     53          0.5633      0.4558      16.32        20.45         94       25.8192      24.6025
     54          0.6208      0.4917      17.35        20.99
     55          0.6850      0.5300      18.38        21.53
     56          0.7550      0.5683      19.42**      21.60**
     57          0.8292      0.6058      20.47**      21.68**
</TABLE>

*  Percentages of Total Monthly Deduction, based on attained age of the insured.
   The charge is the waiver  percentage  multiplied by the monthly deduction for
   the current month divided by 100.

** Premiums at these ages are renewal only.
<PAGE>
                   TABLE OF GUARANTEED COST OF INSURANCE RATES
                            MONTHLY RATES PER $1,000
                                    STANDARD
<TABLE>
<CAPTION>
                                          WAIVER OF MONTHLY                                             WAIVER OF MONTHLY
  ATTAINED           LIFE RATES         DEDUCTION PERCENTAGES*   ATTAINED        LIFE RATES            DEDUCTION PERCENTAGE
     AGE          MALE       FEMALE       MALE        FEMALE       AGE         MALE        FEMALE       MALE       FEMALE
     <S>         <C>         <C>          <C>          <C>          <C>       <C>          <C>          <C>         <C>    
     18          0.1842      0.0925       1.19         2.88         58        1.7092       0.9625       18.63**     21.04**
     19          0.1900      0.0950       1.19         2.88         59        1.8550       1.0150       19.58**     21.81**
     20          0.1933      0.0975       1.19         2.88         60        2.0175       1.0775        5.86**      4.70**
     21          0.1933      0.0992       1.33         3.12         61        2.2008       1.1558        5.09**      4.00**
     22          0.1900      0.1017       1.46         3.37         62        2.4075       1.2567        4.09**      3.15**

     23          0.1867      0.1042       1.60         3.61         63        2.6383       1.3792        4.02**      3.03**
     24          0.1817      0.1067       1.73         3.85         64        2.8908       1.5158        4.33**      3.20**
     25          0.1758      0.1092       1.87         4.09         65        3.1583       1.6600
     26          0.1725      0.1133       2.08         4.50         66        3.4383       1.8067
     27          0.1708      0.1167       2.30         4.91         67        3.7283       1.9483

     28          0.1708      0.1208       2.51         5.32         68        4.0325       2.0917
     29          0.1733      0.1258       2.72         5.73         69        4.3625       2.2475
     30          0.1775      0.1317       2.93         6.14         70        4.7267       2.4317
     31          0.1833      0.1367       3.16         6.78         71        5.1358       2.6650
     32          0.1908      0.1425       3.39         7.43         72        5.5983       2.9508

     33          0.2008      0.1500       3.62         8.07         73        6.1108       3.2908
     34          0.2125      0.1583       3.85         8.72         74        6.6725       3.6783
     35          0.2267      0.1675       4.07         9.36         75        7.2725       4.1017
     36          0.2433      0.1817       4.35         9.78         76        7.8858       4.5517
     37          0.2642      0.1983       4.63        10.20         77        8.5017       5.0217

     38          0.2875      0.2175       4.91        10.62         78        9.1242       5.5183
     39          0.3142      0.2383       5.19        11.04         79        9.7750       6.0592
     40          0.3450      0.2633       5.47        11.46         80       10.4758       6.6650
     41          0.3783      0.2900       5.96        11.91         81       11.2467       7.3525
     42          0.4150      0.3167       6.40        12.35         82       12.1008       8.1342

     43          0.4550      0.3433       6.86        12.80         83       13.0242       9.0367
     44          0.4992      0.3700       7.32        13.24         84       13.9858      10.0150
     45          0.5458      0.3983       7.79        13.68         85       14.9533      11.0542
     46          0.5942      0.4275       8.55        14.24         86       15.9033      12.1458
     47          0.6467      0.4575       9.31        14.79         87       16.8783      13.2792

     48          0.7033      0.4900      10.07        15.34         88       17.8942      14.4600
     49          0.7650      0.5258      10.83        15.89         89       18.9042      15.6875
     50          0.8333      0.5642      11.60        16.44         90       19.9233      17.0483
     51          0.9108      0.6050      12.44        16.89         91       20.9833      18.5133
     52          0.9983      0.6517      13.28        17.35         92       22.2125      20.1383
                                                                    93       23.7892      22.0467
     53          1.0975      0.7033      14.12        17.81         94       25.9392      24.6025
     54          1.2058      0.7558      14.96        18.26
     55          1.3217      0.8100      15.80        18.72
     56          1.4442      0.8633      16.74**      19.49**
     57          1.5733      0.9133      17.69**      20.27**
</TABLE>

*  Percentages of Total Monthly Deduction, based on attained age of the insured.
   The charge is the waiver  percentage  multiplied by the monthly deduction for
   the current month divided by 100.

** Premiums at these ages are renewal only.
<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS
- --------------------------------------------------------------------------------

   Thefollowing  definitions  may be  helpful in reading  this  Policy.  Certain
additional terms are defined in the text.

   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.

   FREE LOOK PERIOD.  The longer of 20 days after the Owner  receives the Policy
or 45 days after the  application is signed.  During this period,  the Owner has
the right to cancel the Policy as described on the cover page of the Policy.

   INSURED. The person on whose life the Policy is issued.

   IRS CODE. The Internal Revenue Code.

   MONTHLY  PAYMENT DATE. The day each month on which certain policy changes are
deducted from the Accumulated Value. This day is the monthly  anniversary of the
Policy Date (defined below). The first Monthly Payment Date is the Policy Date.

   OWNER.  The person  having  rights to  benefits  under the Policy  during the
lifetime of the Insured.  The Owner may or may not be the Insured.  The Owner is
shown in the application, which is made part of the Policy.

   POLICY DATE.  (Shown on Page 3.) Policy months,  years and  anniversaries and
the Monthly Payment Date are measured from this date.

   POLICY DEBT. The principal of any loan outstanding  against the Policy,  plus
any accrued loan interest.

   POLICY  SPECIFICATIONS  PAGES. Policy data described on pages 3 and 3A of the
Policy.

   SBL.  Security  Benefit  Life  Insurance  Company.  Its Home Office is at 700
Harrison Street, Topeka, Kansas, 66636-0001.

   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.
<PAGE>
- --------------------------------------------------------------------------------
OWNERSHIP AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP

The Owner of this  Policy is shown on Page 3.  Unless  otherwise  provided,  the
Owner has all rights in the Policy.  If the  applicant  names someone other than
the applicant as Owner, the applicant has no rights in the Policy,  unless later
changed by the Owner.  If the Owner dies before the Insured,  the Owner's estate
will become the Owner unless otherwise provided.

JOINT OWNERSHIP

If more  than one  person is named as Owner,  they are  joint  owners.  SBL will
require the  signature  of all Owners named  jointly on any Policy  transaction.
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.

CHANGE OF OWNERSHIP

The Owner may  designate a new owner by written  notice  acceptable  to SBL. The
written consent of all irrevocable  beneficiaries  must be obtained prior to the
change.  The change in ownership  will take effect as of the date the notice was
signed.  The change will be subject to any payment made or other action taken by
SBL before the change is  recorded  by SBL.  SBL may require the Owner to submit
the Policy to be endorsed.  A change of  ownership  does not require a change of
beneficiary.

ASSIGNMENT

This Policy may be assigned  for any  assignment  to be binding on SBL, a signed
copy of it must be filed with SBL. SBL will not accept any assignment  that does
not include the written  consent of all  irrevocable  beneficiaries.  SBL is not
responsible  for the  validity  of any  assignment.  Any  rights  caused  by the
assignment  will be subject to any payments  made or actions taken by SBL before
the  assignment  is  recorded.  Any  Policy  Debt will  remain  in effect  after
assignment.

BENEFICIARY

BENEFICIARY DESIGNATION AND HOW TO CHANGE IT

The  beneficiary is named in the  application.  However,  the beneficiary may be
changed by the Owner during the Insured's  lifetime.  To make a change,  written
notice  acceptable  to SBL must be received at the Home Office.  SBL may require
the Owner to submit the Policy to be endorsed. The change will take effect as of
the date the request was signed. Any rights caused by the change will be subject
to any  payments  made or actions  taken by SBL before  the  written  request is
received.

DISTRIBUTION OF PROCEEDS

More than one primary  beneficiary  may be named and the share of proceeds  each
beneficiary is to receive may be specified.  The respective  shares will be paid
to any primary beneficiary(s) alive at the death of the Insured. If none survive
the Insured, payment will be made to any contingent  beneficiary(s) alive at the
death of the  Insured.  Surviving  beneficiaries  in the same class will receive
equal shares unless otherwise stated.

If no beneficiary  survives the Insured, the Death Benefit Proceeds will be paid
to the Owner.  If the Owner is the Insured,  the Death benefit  Proceeds will be
paid to the Insured's  estate.  If any beneficiary  dies with  twenty-four  (24)
hours  after the  Insured,  the Death  Benefit  Proceeds  will be paid as if the
beneficiary died before the Insured.

- --------------------------------------------------------------------------------
PREMIUM PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

PAYMENT OF PREMIUMS

This Policy will not be in force until a full minimum  initial  premium as shown
on page 3 has been paid.

All premiums should be paid at the Home Office of SBL or to an authorized  agent
of SBL. The agent who sold this Policy is  authorized  to collect only the first
premium. A receipt will be furnished upon request.

No premium may be less than the Minimum Periodic Premium shown on page 3. All or
a part of a premium  payment  will be rejected  and  returned to the Owner if it
would  exceed the  maximum  premium  limits  prescribed  by federal  tax law, as
determined by SBL.

PREMIUM ALLOCATION

The initial  premium,  less the Premium Loan, and any other  premiums,  less the
Premium  Load,  received by SBL during the Free Look Period will be allocated to
the Money Market Variable Account.  After the Free Look Period,  the Accumulated
Value in the Money Market Variable  Account will be transferred to the Fixed and
Variable  Accounts  according  to  the  premium  allocation   specified  in  the
application.

The Owner may allocate the premiums, less the Premium Load, to the Fixed Account
and Variable Accounts,  subject to the following.  The minimum allocation to any
of the Variable  Accounts or the Fixed  Account is the greater of $25 or $10% of
the net premium. Only whole percentage allocations will be allowed by SBL.

Upon written request,  the Owner may change the premium  allocation.  Subsequent
premiums  received by SBL, less the Premium Load, will be allocated to the Fixed
and Variable Accounts according to the Owner's most recent instructions.

PREMIUM LIMITATION

In order for this Policy to be treated as life insurance under the IRS Code, the
sum of the premiums paid less a portion of any withdrawals as defined in the IRS
Code may not exceed the greater of:

   1)  the Guideline Single Premium; or

   2)  the sum of the Guideline Level Premiums to the date of payment.

The  amounts  of the  Guideline  Premiums  are  shown on page 3.  The  Guideline
Premiums  will  change  whenever  there is a change in the  Specified  Amount of
insurance  or in  other  policy  benefits.  Such  change  will  be  shown  in an
Endorsement to Policy Specifications.

The Guideline  Premiums are  determined by SBL based upon the rules set forth in
the IRS Code.  SBL  intends to adjust the  Guideline  Premiums to conform to any
changes in the IRS Code.

In the event that a premium payment would exceed these limits,  SBL reserves the
right to refund the excess payment to the Owner. Further, SBL reserves the right
to make  distributions  from the Policy to the extent SBL deems it  necessary to
continue to qualify this Policy as life insurance under the IRS Code.

SBL reserves the right to require evidence of insurability,  satisfactory to SBL
for any premium  payment  that would  result in an  increase  in the  difference
between the death benefit and the Accumulated Value.

GRACE PERIOD AND LAPSE

When the Net Cash Surrender  Value on any Monthly  Payment Date is not enough to
cover the current  Monthly  Deduction,  SBL will notify the Owner at the Owner's
last known  address and any assignee of record.  SBL will deduct the amount that
is  available.  A minimum  of three  times the  Monthly  Deduction  due when the
deficit occurred must be received by SBL within 61 days from the mailing date of
such notice. Upon receipt of the required payment, SBL will allocate the premium
payment,  less the Premium  Load,  to the Variable  Accounts  and Fixed  Account
according  to the most  recent  premium  allocation  instructions.  Any  Monthly
Deduction due will be charged to the Variable Account and the Fixed Account on a
proportionate  basis.  The Policy will remain in force  during this 61-day grace
period and no interest will be charged on the premium due.

If the required  payment is not received  within the 61-day grace  period,  this
Policy will lapse and will no longer be in force. If the Insured dies during the
grace period but before the premium is paid, the portion of the premium required
to provide  insurance to the date of the  Insured's  death will be deducted from
the death benefit payable under this Policy.

MINIMUM DEATH BENEFIT GUARANTEE

1. If,  during the first five Policy  years,  the amount of premiums paid on the
   policy, less

   (a) outstanding Policy Debt; less

   (b) any Partial Withdrawals;

is greater  than or equal to the  monthly  pro rata share of the Annual  Minimum
Death Benefit Guarantee Premium times the number of policy months the Policy has
been in force;

then;

2. (a) during that period,  the Policy will remain in force even if the Net Cash
   Surrender  Value is not enough to cover the Monthly  Deduction on any Monthly
   Payment Date; and

   (b) the death benefit will be available upon the death of the Insured.

3. If, at any time during such 5 year period,  the amount of premium paid;  less
   (a) outstanding  Policy Debt; and (b) any partial  withdrawals;  is less than
   the  monthly pro rata share of the Annual  Minimum  Death  Benefit  Guarantee
   Premium times the number of Policy  months the Policy has been in force,  SBL
   will notify the Owner at the Owner's  last known  address and any assignee of
   record; and

4. If the required  payment is not received  within 61 days from the date of the
   notice;  this  Minimum  Death  Benefit  Guarantee  will  lapse and may not be
   reinstated.  The Policy  will be subject to lapse as  described  under  Grace
   period and Lapse above.

NONFORFEITURE OPTIONS

If  premiums  are  not  paid  as  scheduled,  the  Policy  may be  continued  or
surrendered under one of the following options:

Continuation  of Insurance  (Extended  Insurance) - Option 1. This Policy may be
continued at the same Specified Amount subject to the Grace Period and Lapse and
Charge and Deduction Provisions.

Full  Surrender  - Option 2. This  Policy  may be  surrendered  for its Net Cash
Surrender  Value  as  described  in  the  Maturity,   Surrender  and  Withdrawal
Provisions.

If no option is selected by the Owner, Option 1 - Continuation of Insurance will
apply.

REINSTATEMENT

If the Policy has not been surrendered for cash, the Policy may be put back into
force within three years from the date of lapse.  To reinstate  the Policy,  the
Owner must provide SBL with:

   1.  a written application;

   2.  evidence of insurability satisfactory to SBL;

   3.  payment of a premium  sufficient to provide enough  Accumulated  Value to
       cover the Monthly Deductions due at the time of lapse; and

   4.  payment of an extra  premium  sufficient  to keep the Policy in force for
       three months after reinstatement.

When this  Policy is  reinstated,  the  Accumulated  Value  will be equal to the
Accumulated Value on the date of 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 any Policy  Debt on the date
of lapse. No Policy Debt will exist on the date of 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.  The corresponding  portion of the
Accumulated  Value will be  allocated  to the Loan  Account as  described in the
Policy Loan Provision.

The effective  date of the reinstated  policy will be the first Monthly  Payment
Date on or after the date SBL approves the reinstatement  application.  SBL will
allocate the Accumulated  Value and the premium payment,  less the Premium Load,
to the Separate  Accounts and Fixed Account according to the Owner's most recent
premium allocation instructions.

- --------------------------------------------------------------------------------
ACCUMULATED VALUE PROVISIONS
- --------------------------------------------------------------------------------

ACCUMULATED VALUE

The  Accumulated  Value  of this  Policy  on any date is equal to the sum of the
Policy's  Accumulated  Value in the Fixed and Variable  Accounts plus any amount
set aside in the Loan Account to secure Policy Debt.

FIXED ACCOUNT

FIXED ACCOUNT ACCUMULATED VALUE

The Accumulated value in the Fixed Account on any date is:

   1.  the  Accumulated  Value in the Fixed Account on the prior Monthly Payment
       Date increased by interest;

   2.  plus  the  amount  of any  premiums,  less  Premium  Loan,  received  and
       allocated  to the Fixed  Account  since the last  Monthly  Payment  Date,
       increased by interest;

   3.  minus  the  Monthly  Deduction  and other  deductions  due,  if any,  and
       assessed against the Fixed Account;

   4.  minus the amount of any withdrawals,  or transfers from the Fixed Account
       including  transfers to the Loan Account,  since the last Monthly Payment
       Date, increased by interest; and

   5.  plus,  the  amount  of any  transfer  to  the  Fixed  Account,  including
       transfers  from the Loan  Account,  since the last Monthly  Payment Date,
       increased by interest.

FIXED ACCOUNT INTEREST CREDITING

SBL will credit interest on the Accumulated Value in the Fixed Account at a rate
not less than the Fixed Account Minimum  Guaranteed  Interest Rate shown on page
3A. At SBL's  discretion,  SBL may credit a higher rate of interest from time to
time.

SEPARATE ACCOUNT

SEPARATE ACCOUNT ACCUMULATED VALUE

The  Accumulated  Value  in the  Separate  Account  is the sum of this  Policy's
Accumulated  Value in each of the  Variable  Accounts.  Assets  in the  Variable
Accounts are divided into Accumulation Units. These units are a measure of value
used for bookkeeping purposes.  This Policy's Accumulated Value in each Variable
Account is the  product of the number of  Accumulation  Units for this Policy in
that Variable Account times the Accumulation Unit Value of the Variable Account.

DETERMINING ACCUMULATION UNITS

The number of Accumulation  Units for this Policy in a specific Variable Account
is found by dividing:  (1) the Accumulated  Value of this Policy in the Variable
Account;  by (2) the  Accumulation  Unit  Value for the  Variable  Account.  SBL
credits the Policy with  Accumulation  Units in a specific Variable Account as a
result of:

   1.  the amount of any premiums, less the Premium Load, received and allocated
       to that Variable Account; and

   2.  transfers of Accumulated Value to that Variable  Account,  which includes
       transfers from the Loan Account.

SBL debits Accumulation Units in a specific Variable Account as a result of:

   1.  transfers  from that Variable  Account,  including  transfers to the Loan
       Account;

   2.  surrenders and withdrawals from that Variable Account; and

   3.  the Monthly Deduction,  Mortality and Expense Risk charge, Administrative
       charge,  and other  deductions  due, if any,  and  assessed  against that
       Variable Account.

To find the number of Accumulation  Units debited or credited in connection with
a  transaction,  SBL  divides  the  dollar  amount  of  the  transaction  by the
Accumulation Unit Value of the affected Variable Account.

The  number of  Accumulation  Units  will not  change as a result of  investment
performance.

ACCUMULATION UNIT VALUE

The  Accumulation  Unit Value is determined on each Valuation  Date. The initial
Accumulation  Unit Value for each Variable  Account was set at $10. To calculate
the  Accumulation  Unit Value of a Variable  Account on any Valuation  Date, SBL
adjusts the Accumulation Unit Value from the prior Valuation Date for:

   1.  the investment performance of the Variable Account;

   2.  any dividends or distributions paid to the Variable Account;

   3.  charges,  is any, that may be assessed by SBL for income taxes imposed on
       the operation of the Variable Account;

   4.  the mortality and expense risk charge deducted from the Variable Account,
       and

   5.  the administrative charge deducted from the Variable Account.

FLUCTUATION OF VALUES

The Accumulated  Value of the Variable Accounts may be less than the total value
of the premiums  allocated to them adjusted for  withdrawals,  conversions,  and
benefits. SBL does not guarantee the investment performance of the portfolios in
which the Variable Accounts are invested.

SPLITTING UNITS

SBL has the  right to split the  value of any  Accumulation  Unit if SBL deems a
split to be in the best  interest  of the Owner and SBL.  Any split made will be
made  equitably and will have no material  effect on the benefits and provisions
of the Policy.

- --------------------------------------------------------------------------------
TRANSFER PROVISIONS
- --------------------------------------------------------------------------------

TRANSFERS

After the Free Look  Period,  and  while the  Policy is in force,  the Owner may
transfer the  Accumulated  Value,  or a part of it, among the Fixed  Account and
Variable  Accounts  subject to the  following.  The  minimum  amount that may be
transferred  is $500 or, if less,  the total  Accumulated  Value in the Variable
Account.  No  transfers  may be made if the Policy is in a grace  period and the
required  premium has not been paid.  The total  amount that may be  transferred
from the Fixed Account in a Policy Year is the greatest of:

   1.  $5,000; or

   2.  1/3 of the  Accumulated  Value in the  Fixed  Account  at the time of the
       first transfer in the Policy Year; or

   3.  120% of the dollar amount transferred from the Fixed Account in the prior
       Policy Year.

SBL  reserves the right for a period of time to allow  transfers  from the Fixed
Account in amounts that exceed the limits set forth above ("Waiver Period").  In
any Policy Year following such a Waiver Period, the total dollar amount that may
be transferred from the Fixed Account is the greatest of: 1 above; 2 above; or

   3.  120% of the lesser of:

       a.  the dollar  amount  transferred  from the Fixed  Account in the prior
           Policy Year; or

       b.  the  maximum  dollar  amount that would have been  allowed  under the
           transfer provisions above absent the Waiver Period.

SBL  reserves  the right at a future  date to limit the size of  transfers,  and
impose other limits on the number of transfers, the amount of transfers, and the
amount left in the Fixed or Variable Accounts after a transfer.

TRANSFER CHARGE

A transfer  charge (shown on Page 3A) for each extra transfer among the Variable
Accounts  after the first six transfers in each Policy Year may be deducted from
the  amount  transferred  to  compensate  SBL for the  cost  of  processing  the
transfer.  The transfer  charge will not be imposed on transfers that occur as a
result of policy loans or the exercise of exchange rights.

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CHARGE AND DEDUCTION PROVISIONS
- --------------------------------------------------------------------------------

FEDERAL AND STATE INCOME TAX CHARGE

SBL reserves the right to make deductions from the Fixed Account and/or Variable
Accounts for federal and state income taxes.

PREMIUM LOAD

A Premium Load is deducted from each premium  payment prior to the allocation of
the net premium to the Policy's  Accumulated Value. The Premium Load consists of
a state and local  premium tax charge to pay state and local  premium tax charge
to pay state and local premium tax expense that applies.  SBL reserves the right
to deduct premium taxes when due or any time thereafter.

MONTHLY DEDUCTION

A Monthly  Deduction  is deducted  from the  Policy's  Accumulated  Value on the
Policy  Date  and  each  Monthly  Payment  Date  and is  equal to the sum of the
following items:

   1.  the monthly Cost of Insurance charge; and

   2.  the monthly cost of any additional benefits provided by rider.

The Monthly Deduction will be charged  proportionately  to the Accumulated Value
in each Variable Account and the Fixed Account on the Monthly Payment Date.

COST OF INSURANCE CHARGE

Beginning  on the Policy  Date and  monthly  thereafter,  there will be a charge
equal to the cost of insurance which applies to the following:

   1.  the initial Specified Amount; plus

   2.  each increase in the Specified Amount.

The monthly Cost of Insurance  Charge for the death  benefit  payable under this
Policy is (1) multiplied by the result of (2) minus (3), where:

   (1) is applicable current cost of insurance rate;

   (2) is the death  benefit  on the first day of the  Policy  Month  divided by
       1.0032737; and

   (3) is the Accumulated  Value on the first day of the Policy Month before the
       Monthly Deduction due.

The Cost of  Insurance  Rates are based on the  Policy's  Specified  Amount  and
duration, and the age, sex (unless unisex cost of insurance rates apply), rating
class,  and  underwriting  class of the  Insured.  The current  monthly  cost of
insurance  rates  will be  determined  by SBL.  These  rates will not exceed the
guaranteed  maximum  monthly cost of insurance  rates shown on page 4 or 4A. Any
changes in the Cost of Insurance  Rates will apply  uniformly to all insureds of
the same age, sex, rating class, underwriting class and Policy duration.

If there have been increases in the Specified  Amount,  then for purposes of 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  increases.  If the  death  benefit  equals a
percentage of the  Accumulated  Value,  any increase in  Accumulated  Value will
increase the death benefit.  The Insured's  rating class and the Policy duration
for such increase will be the same as that used for the most recent  increase in
Specified Amount that has not ceased through a decrease in Specified Amount.

DEDUCTIONS FROM VARIABLE ACCOUNTS

The  Administrative  Charge and  Mortality  and Expense Risk Charge are deducted
from each Variable Account on a daily basis.

ADMINISTRATIVE CHARGE

SBL will  deduct the  Administrative  Charge  daily from the  average  daily net
assets of each Variable  Account.  The amount of this charge will not exceed the
amount shown on page 3A. The Administrative  Charge is assessed to reimburse SBL
for the expenses to administer and maintain the Policy.

MORTALITY AND EXPENSE RISK CHARGE

SBL will deduct the  Mortality  and Expense  Risk Charge  daily from the average
daily net assets of each Variable Account. The Mortality and Expense Risk Charge
is to compensate SBL for assuming certain  mortality and expense risks under the
Policy.

The amount of the  Mortality  and Expense Risk Charge will not exceed the amount
shown on page 3A.

- --------------------------------------------------------------------------------
MATURITY, SURRENDER AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

MATURITY BENEFIT

If the Insured is living on the Maturity  Date and this Policy is then in force,
SBL will pay the Accumulated Value less Policy Debt to the Owner and this Policy
will cease. The Maturity Date is the Policy anniversary  following the Insured's
95th birthday. The Maturity Date is shown on Page 3.

RIGHT TO SURRENDER

At any time during the lifetime of the Insured and prior to the  Maturity  Date,
the Owner may surrender  the Policy by sending the Policy and a written  request
to SBL. The amount paid upon  surrender is the Net Cash  Surrender  Value at the
end of the Valuation  Period  during which the surrender  request is received at
the Home Office. The Policy will cease as of the date SBL receives the surrender
request.  The Owner may elect to have the  amount  paid in a lump sum or under a
payment option (see Policy Proceeds Provisions).

NET CASH SURRENDER VALUE

The Net Cash Surrender Value is the Accumulated Values less any Policy Debt.

PARTIAL WITHDRAWALS

Upon written  request on and after the last day of the first Policy Year,  while
the  Insured  is  living,  the Owner  may  withdraw  a  portion  of the Net Cash
Surrender Value of this Policy as a partial withdrawal, subject to the following
limits. Up to four partial  withdrawals may be made during each Policy Year. The
amount of a partial withdrawal may not be less than $500. The Net Cash Surrender
Value after a partial 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  directly   following  a  partial
withdrawal.  The Specified Amount remaining in force after a partial  withdrawal
may not be less  than the  Minimum  Specified  Amount  shown on page 3.  Partial
withdrawals are irrevocable.

The Accumulated Value and Net Cash Surrender Value will be reduced by the amount
of the partial  withdrawal.  The partial  withdrawal amount will be allocated in
proportion to the Accumulated  Value in the Fixed Account and Variable  Account,
unless otherwise requested by the Owner.

If the Owner has selected  death benefit Option A and the death benefit is equal
to the Specified Amount, the Specified Amount will be decreased by the amount of
the partial withdrawal.

If the Owner has  selected  death  benefit  Option A and the  death  benefit  is
greater than the Specified Amount, the Specified Amount will be decreased by the
amount of the partial withdrawal that exceeds: 1) the death benefit; less 2) the
Specified Amount.

A partial  withdrawal will not change the Specified  Amount of the Policy if the
Owner has selected death benefit Option B.

- --------------------------------------------------------------------------------
LOAN PROVISIONS
- --------------------------------------------------------------------------------

POLICY LOANS

The Owner  may  request a loan  while the  Policy is in force.  When the loan is
made,  the Policy must be assigned  to SBL to secure the loan.  Any  outstanding
Policy Debt will be deducted from the proceeds  payable at the Insured's  death,
on maturity, or on surrender.

The  total  amount  that can be in the Loan  Account  is 80% of the  Accumulated
Value. The minimum loan amount is $1,000.

LOAN INTEREST

Interest  on Policy  Debt will  accrue  daily and is  payable  in arrears at the
annual rate shown on page 3A.  Interest not paid when due will bear  interest at
the same rate.  SBL will add any interest  not paid when due to the  outstanding
Policy Debt by: (1)  deducting  an amount equal to the loan  interest  from each
Variable  Account  and the  Fixed  Account  on a  proportionate  basis;  and (2)
transferring it to the Loan Account.

LOAN ACCOUNT

When a loan is taken,  an  amount  equal to the loan is  transferred  out of the
Accumulated  Value in the Fixed  Account  and  Variable  Accounts  into the Loan
Account to secure the loan.  Unless the Owner requests  otherwise,  loan amounts
will be deducted from the Fixed Account and Variable Accounts on a proportionate
basis, up to the amount  available.  SBL will credit interest monthly on amounts
in the  Loan  Account  at the  Loan  Account  Crediting  Rate  shown on page 3A.
Interest is compounded annually.

LOAN REPAYMENTS

Any part of the Policy  Debt may be repaid at any time  while this  Policy is in
force. The minimum  repayment SBL will accept is the lesser of $50 or the amount
of the outstanding  Policy Debt.  Upon receipt of any loan repayment,  an amount
equal to the portion of any Policy Debt repaid,  but not more than the amount in
the Loan Account, will be transferred from the Loan Account to the Fixed Account
and Variable Accounts according to the Owner's most recent instructions,  unless
otherwise requested by the Owner in writing.

All funds  received will be credited to this Policy as a premium  unless clearly
marked for loan repayment.

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

SPECIFIED AMOUNT

The initial amount of insurance is designated in the application. This amount is
the  Specified  Amount and is shown on page 3. The Minimum  Specified  Amount is
shown on page 3.

CHANGE IN SPECIFIED AMOUNTS

Subject to certain  limits,  the Owner may  increase or decrease  the  Specified
Amount of the Policy by written request  acceptable to SBL. The Specified Amount
of the Policy may be changed  only after the first Policy Year and only once per
Policy  Year.  SBL may limit the size of change in the Policy.  The  increase or
decrease in the Specified  Amount will become  effective on the Monthly  Payment
Date on or  following  the date the  written  request  is  approved  by SBL.  An
Endorsement  to Policy  Specifications  will be issued.  This  Endorsement  will
include the following information:

   -   the effective date of the change in Specified Amount;

   -   the amount of the change and the new Specified Amount;

   -   the underwriting class; and

   -   the new Guideline Premiums.

If the Owner is not the  Insured,  SBL will  require  the consent of the Insured
before approving a request.

To  Increase  the  Specified  Amount,  the Owner must  provide  new  evidence of
insurability  of the Insured  satisfactory  to SBL. An increase in the Specified
Amount will result in certain increased charges, which will be deducted from the
Accumulated Value of the Policy on each Monthly Payment Date.

The Specified Amount in force after any requested  decrease may not be less than
the  Minimum  Specified  Amount  shown on the page 3.  Also,  if  following  the
decrease  in  Specified  Amount,  the Policy  would not comply  with the maximum
premium  limits  required by federal  tax law,  the  decrease  may be limited or
premiums  may be  returned  to the Owner,  to the extent  required to meet these
limits.  The  request  for a  decrease  will  not be  allowed  if the  resulting
Guideline  Premiums  required by federal tax law could cause an amount in excess
of the Net Cash  Surrender  Value to be  distributed  from the Policy.  Existing
insurance will decrease or cease in the following order:

   1.  the most recent increase;

   2.  the next most recent increases in order; and

   3.  the original Specified Amount.

DEATH BENEFIT OPTIONS

The Policy provides two death benefit options (See Option A and Option B defined
below).  The Owner has the right to  select  one of the  options  at the time of
application.

OPTION A

Under  Option A, the death  benefit is equal to the  greater of: (1) the current
Specified  Amount of the Policy;  or (2) the  Guideline  Minimum  Death  Benefit
(described  below) on the date of death.  Under Option A, the death benefit will
remain level at the Specified Amount unless the Guideline  Minimum Death Benefit
exceeds the current  Specified Amount. At this point the amount of death benefit
will vary as the Accumulated Value varies.

OPTION B

Under  Option B, the death  benefit is equal to the  greater of: (1) the current
Specified Amount plus the Accumulated  Value of the Policy; or (2) the Guideline
Minimum Death Benefit (described below) on the date of death. Accordingly, under
Option B, the amount of death benefit varies as the Accumulated Value varies.

GUIDELINE MINIMUM DEATH BENEFIT

The Guideline  Minimum Death Benefit at any time is the Accumulated  Value times
the  applicable  Death Benefit  Corridor  Percent  (shown on page 3A). The Death
Benefit  Corridor  Percents  vary by the age of the Insured and will be at least
equal to the cash value  corridor  in Section  7702 of the IRS Code,  which sets
forth the definition of a life insurance policy for tax purposes.

CHANGE IN THE DEATH BENEFIT OPTION

The Owner may change the death  benefit  option  once per Policy  Year after the
first Policy Year by written  request  acceptable to SBL. The effective  date of
such change will be the Monthly  Payment  Date  falling on or after the date the
change is approved by SBL.

If the Owner  changes  from Option B to Option A, the  Specified  Amount will be
increased by the amount of the Policy's  Accumulated Value. If the Owner changes
from Option A to Option B, the Specified  Amount will be decreased by the amount
of the Policy's  Accumulated  Value. A change from Option A to Option B will not
be  allowed  if it would  result in a  Specified  Amount  which is less than the
Minimum Specified Amount shown on page 3. The Owner must provide new evidence of
insurability  of the Insured  satisfactory  to SBL when requesting a change from
Option A to Option B.

DEATH BENEFIT PROCEEDS

If the Insured dies while the Policy is in force, SBL will pay the Death Benefit
Proceeds of the Policy in accordance  with the death benefit  option (A or B) in
effect at the time of the Insured's  death.  The Death Benefit  Proceeds consist
of: (1) the death benefit under the Policy as of the date of death; plus (2) any
additional  benefits  provided by rider;  less (3) any outstanding  Policy Debt;
and, (4) if in the grace period,  less any overdue charges. If the Minimum Death
Benefit  Guarantee is in effect as described in the Premium Payment  Provisions,
the Death Benefit Proceeds will consist of the death benefit under the Policy as
of the date of death, plus any additional benefits provided by rider, reduced by
any  outstanding  Policy Debt.  The amount of the death benefit  payable will be
determined at the end of the Valuation  Period during which the Insured's  death
occurs.  At the option of the Owner, the Death Benefit Proceeds can be paid in a
lump sum or pursuant to one of the settlement options set forth under the Policy
(see Policy Proceeds Provisions).

SBL will pay the Death Benefit  Proceeds to the beneficiary  after SBL receives,
at it Home Office: (1) proof of the Insured's death satisfactory to SBL; and (2)
such other information as SBL may reasonably  require.  The actual Death Benefit
Proceeds paid are subject to the  conditions  and  adjustments  defined in other
Policy provisions, such as General Provisions,  Withdrawal Provisions and Policy
Loan  Provisions.   Death  Benefit  Proceeds  will  be  paid  to  the  surviving
beneficiary or  beneficiaries  specified in the application or as later changed.
If no beneficiary is chose, the Death Benefit Proceeds will be paid to the Owner
or, if the Owner is the Insured, the Owner's estate.

- --------------------------------------------------------------------------------
POLICY PROCEEDS PROVISIONS
- --------------------------------------------------------------------------------

HOW PROCEEDS MAY BE PAID

The  Owner may  elect to have  Death  Benefit  Proceeds  or an amount  paid upon
surrender  paid in one of the following  ways instead of in a single sum. If the
Owner  has not  elected  an  option  at the time of death  of the  Insured,  the
beneficiary may choose one of the options. Election of an option must be made by
written notice to SBL. SBL will not honor an election which requires SBL to make
a periodic payment of less than $25.00.

OPTIONAL SETTLEMENT OPTIONS

1.  DEPOSIT OPTION: The Death Benefit Proceeds are left on deposit with SBL with
    interest  at the rate of not less  than 2% per year.  Interest  will be paid
    annually, semiannually,  quarterly or monthly as elected. Withdrawals of all
    or part of the Death Benefit  Proceeds may be made by the payee at any time,
    except that any partial withdrawal must be at least $100.00.

2.  FIXED PERIOD PAYMENT OPTION:  The Death Benefit Proceeds are paid in annual,
    semiannual, quarterly or monthly installments for a set number of years (not
    more than 20) to be specified.  Table A (see  Settlement  Options) shows the
    minimum  amount  payable  monthly per $1,000 of proceeds  for each number of
    years.  An  excess  interest  payment  may be made  at the end of each  year
    depending on the interest rate then in use by SBL.

3.  FIXED AMOUNT PAYMENT  OPTION:  The Death Benefit  Proceeds are paid in equal
    annual,  semiannual,  quarterly  or  monthly  installments  until the amount
    applied  under this option,  with  interest,  is fully pad.  Interest on the
    unpaid  balance  will be figured at a rate of not less than 2 1/2% per year.
    The final installment will be the remaining sum left with SBL.

4.  LIFETIME  PAYMENT  OPTION:  The  Death  Benefit  Proceeds  are paid in equal
    annual,  semiannual,  quarterly or monthly  installments as shown in Table B
    (see  Settlement  Options).  A  period  of 0, 5, 10,  15 or 20 years  may be
    specified. Benefits will be paid for the length of the period, and afterward
    for as long as the payee lives.

5.  JOINT LIFETIME PAYMENT OPTIONS: The Death Benefit Proceeds are paid in equal
    annual, semiannual,  quarterly or monthly installments based on the lives of
    two payees as shown in Table C. (See  Settlement  Options).  Rates not shown
    for Option 5 will be provided  upon  request.  Benefits will be paid for the
    length of the period and afterward for so long as both payees live.

The amount paid under each  Settlement  Option will reflect  current  settlement
rates in effect at the time of settlement. The current settlement rates will not
be less than the guaranteed  rates.  The guaranteed  rates are based on interest
credited at 3 1/2% per year and the 1983 Table A  individual  annuity  mortality
table updated for 45 years with factors from Projection Scale G.

Other  reasonable  provisions  can be made  for  payment  of the  Death  Benefit
Proceeds. Any such provisions must be agreed to by SBL.

ADDITIONAL PROVISIONS FOR PAYMENT OF PROCEEDS

The effective  date of a settlement  option is the date SBL applies the proceeds
under that option.  The first payment is due on the effective date of the option
except in the case of the deposit  option.  Under the  deposit  option the first
interest payment will be made at the end of the period selected.

Amounts to be paid under a settlement  option after the death of a payee will be
paid as due to the surviving or next succeeding  payee.  If no succeeding  payee
was  named or has  survived,  SBL will pay the  present  value of the  remaining
payments,  if any, in a single sum to the primary  payee's  estate.  The present
value of any  remaining  payments is always less than the sum of those  payments
because of the effects of compound interest.

Any  additional  interest  earnings  may be paid in the amount and by the method
determined by SBL.

When one of the settlement options is elected,  the Owner may choose to increase
the income payable under the option.  Such election must be in writing to SBL. A
cash payment must be sent with such election to provide the  additional  monthly
income.  A cash payment  including  any required  Premium Loan will be needed to
provide any monthly income increase.  Cash payments applied under this provision
in excess of $100,000 must be approved by SBL.

Optional  settlement  options shall be available only with the consent of SBL if
the proposed payee is other than a natural person not acting as fiduciary.

- --------------------------------------------------------------------------------
PAYMENT PROVISIONS
- --------------------------------------------------------------------------------

PAYMENTS FROM THE VARIABLE ACCOUNTS

Within  seven days  after  receipt  of all the  information  needed to process a
payment, SBL will pay: (1) Death Benefit Proceeds; or (2) the Net Cash Surrender
Value on surrender,  partial withdrawals, and loans based on allocations made to
the Variable  Accounts.  SBL will effect a transfer between Variable Accounts or
from a Variable Account to the Fixed Account.  SBL reserves the right to suspend
or  delay  the  payment  of such a  payment  or  transfer  of  amounts  based on
investment performance of the Variable Account for any period during which:

1.  The New York Stock  Exchange is closed on other than  customary  weekend and
    holiday closing; or

2.  Trading on the New York Stock  Exchange is  restricted  as determined by the
    SEC; or

3.  An emergency  exists,  as determined  by the SEC, as a result of which:  (a)
    disposal  of  securities  held in the  Variable  Account  is not  reasonably
    practicable; or (b) it is not reasonably practicable to fairly determine the
    value of the net assets of the Variable Accounts; or

4.  The Securities and Exchange  Commission,  by order, permits postponement for
    the protection of holders of securities.

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

PAYMENTS FROM THE FIXED ACCOUNT

SBL further  reserves the right to delay payment of the Net Cash Surrender Value
, any loans,  any partial  withdrawals,  or any transfers from the Fixed Account
for up to six months  from the date of  request.  This right is required by most
states. SBL will notify the Owner if there will be a delay.

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

THE CONTRACT

The entire contract  between the Owner and the Company  consists of this Policy,
the application(s)  and any amendments,  endorsements or riders attached to this
Policy. A copy of the application is attached at issue. In the absence of fraud,
all  statements  in an  application  shall  be  deemed  representations  and not
warranties.  No statement shall be used to void this Policy or to defend against
a claim  unless:  (1) it is contained in the  application  or in a  supplemental
application;  and (2) a copy of such  application is attached to the Policy when
issued or made a part of the Policy when changes in the Specified  Amount become
effective. Any change in the Policy can be made only with the written consent of
the President, a Vice President, or the Secretary of SBL.

INCONTESTABILITY

This Policy will be  incontestable by SBL after the expiration of the following:
(1) the initial  Specified  Amount cannot be contested after the Policy has been
in force during the Insured's lifetime for two years from the Issue Date; (2) 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 (3) 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.

MISSTATEMENT OF AGE AND SEX

If the age or the sex  (unless  unisex  cost of  insurance  rates  apply) of the
Insured has been incorrectly stated, the death benefit under this Policy will be
adjusted.  The amount of the death benefit that will be paid is that which would
have been purchased at the correct age or sex.

SUICIDE EXCLUSION

If the Insured commits  suicide,  while sane or insane,  within 2 years from the
Issue Date, a limited death  benefit will be paid.  The death benefit will be an
amount equal to the premiums paid for the Policy, less any partial  withdrawals,
costs for  riders,  and any  outstanding  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, no Death Benefit Proceeds will be paid. Instead, SBL
will: (1) return the Net Cash Surrender  Value as of the exchange date; plus (2)
the premiums paid since the exchange  date;  less (3) the sum of any increase in
Policy Debt; less (4) any partial withdrawal amounts; and (5) any dividends paid
in cash since the exchange  date.  If an Insured dies by suicide,  while sane or
insane,  with two years of the  effective  date of any increase in the Specified
Amount,  SBL will refund the cost of insurance charges made with respect to such
increase.

EFFECTIVE DATE

The  Policy  will be in force  when each of the  following  conditions  has been
satisfied during the lifetime of the Proposed Insured:

1.  the application has been approved by SBL; and

2.  a full  minimum  initial  premium as shown on page 3 has been paid while the
    Proposed  Insured  is alive  and while the  status  of  insurability  of the
    Proposed Insured is as stated in the application.

DATE OF TERMINATION

This Policy will terminate on the earliest of:

1.  the date of the Insured's death;

2.  the date of receipt of the Owner's request to surrender;

3.  the Maturity Date;

4.  the date of lapse.

DATES

Monthly Payment Dates,  Policy Years, and Policy  anniversaries are all measured
from the Policy Date. All  deductions are made on the Monthly  Payment Date. The
Monthly Payment Date is the same day of a calendar month as the Policy Date. The
contestable  and suicide  periods begin with the Issue Date. All dates are shown
on page 3.

RIGHT TO EXCHANGE POLICY

Subject to certain restrictions, during the first 24 months following the Policy
Date,  if the Policy is then in force,  the Owner may exchange this Policy for a
fixed-benefit  life  insurance  policy issued and made available for exchange by
SBL. The  exchange  will be made without  evidence of  insurability.  The policy
provisions and  applicable  charges for the new policy will be based on the same
age, rating class,  and  underwriting  class of the Insured and Specified Amount
and Policy Date as under this Policy.

An exchange  will be  effective  on the Monthly  Payment  Date  following  SBL's
receipt of written notice in proper form of the Owner's  request to exchange and
payment  of any fee.  SBL  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 by SBL. Any  outstanding  Policy Debt must be repaid on or
before the effective date of the exchange.

CLAIMS OF CREDITORS

The  proceeds  and any  payment  under this Policy are exempt from the claims of
creditors to the extent allowed by law.

RECEIVED BY THE COMPANY

The phrase "received by SBL" means receipt by SBL at its Home Office.

EXCHANGE OF INSURED

After the first  Policy Year,  the Owner may exchange the named  Insured on this
Policy  for a new  insured.  This  exchange  will be  subject  to the  following
conditions:

1.  the new insured must submit evidence of insurability acceptable to SBL;

2.  the Owner must make  written  application  for the  exchange and return this
    Policy for reissue; and

3.  the  Owner  must pay $100 to cover  the cost to  administer  processing  the
    exchange.

The charge of $100 will not be added to or deducted from the Accumulated  Value.
This amount will be paid directly to SBL.

A request for an exchange if insured will be subject to the  Guideline  Premiums
Limitation  as defined in the IRS Code.  Such request will not be allowed if the
resulting  Guideline  Premiums  could  cause an amount in excess of the Net Cash
Surrender Value to be dispersed from the Policy.

The  exchange  date is the first  Monthly  Payment Date on or after the date the
exchange  conditions are met.  Coverage on the new insured will become effective
on the  exchange  date.  Coverage on the current  Insured  will cease on the day
before the exchange date.

The Policy  Date will not be changed  unless the new  insured was born after the
Policy Date. In that case, the new policy date will be the Policy anniversary on
or next following the birth date of the new insured.  The Specified  Amount will
not be affected by the exchange.  If a different  Specified Amount is desired on
the new insured,  the Change in Specified Amounts provision of the Policy may be
used.  Any  debt or  assignment  outstanding  against  this  Policy  will not be
affected by the exchange.

The Cost of  Insurance  Rates for the new insured  will be those which apply for
the new insured's age, sex (unless unisex cost of insurance rates apply), rating
class, and underwriting class,  Specified Amount and Policy duration.  Riders on
the new  insured  will be added only with  consent  of SBL and  subject to SBL's
requirements.

POLICY STATEMENTS

At least once a year,  SBL will send a statement  showing the Specified  Amount,
Accumulated Value, loan  transactions,  partial  withdrawals,  premiums paid and
charges as of the statement date. A report showing the current Accumulated Value
and Net Cash Surrender  Value will be furnished at any time upon written request
from the Owner.

COMPLIANCE

SBL  reserves the right to make any change to the  provisions  of this Policy to
comply with or give the Owner benefit of any federal or state  statute,  rule or
regulation.  This  includes,  but is  not  limited  to,  requirements  for  life
insurance  contracts  under  the IRS  Code or the  laws of any  state.  SBL will
provide  the Owner with a copy of any such change and will also file such change
with the  insurance  regulatory  officials of the state in which the contract is
delivered.

PARTICIPATING

The Policy is  participating  and will share in the surplus earnings of SBL. Any
dividends  allocated  by SBL to  policies  of this  class  will  be  apportioned
annually beginning at the end of the first Policy Year and, at the option of the
Owner,  will be paid by: (1) applying the dividend  toward payment of a premium;
or (2) paying the dividend in cash. If no option is chosen, the dividend will be
applied as a premium. However, the current dividend is zero. SBL does not expect
to pay dividends.

BASIS OF VALUES

A detailed  statement  showing how values are determined has been filed with the
state insurance  department.  All values are not less than the minimums required
by the law in the state in which the Policy is  delivered.  All values are based
on the 1980 Commissioners Standard Ordinary Mortality Tables, Age Last Birthday,
Male or Female,  and  Nonsmoker  or Smoker and interest at the  guaranteed  rate
shown on page 3A. Where unisex cost of insurance  rates apply,  values are based
on the  1980  Commissioners  Standard  Ordinary  Mortality  Table  B,  Age  Last
Birthday,  Nonsmoker or Smoker and interest at the guaranteed rate shown on page
3A.  Unisex  rates are used where proper  under  applicable  law and in policies
purchased  by  employers  and  employee   organizations   in   connection   with
employment-related insurance or benefit programs.

- --------------------------------------------------------------------------------
SEPARATE ACCOUNT PROVISIONS
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT DEFINED

When used in this Policy,  Separate Account means the Security Varilife Separate
Account.  The Separate  Account is a unit investment  trust  registered with the
SEC. It is also subject to the laws of the State of Kansas. The Separate Account
is divided into subaccounts,  called Variable Accounts.  The income,  gains, and
losses from each of the Variable  Accounts will be charged to it, without regard
to the performance of the other Variable Accounts.

SBL  owns the  assets  in the  Separate  Account  and is  required  to  maintain
sufficient  assets in the Separate  Account to meet expected  obligations of the
policies  funded by the Account.  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 SBL.  Assets in the
Separate  Account set aside for the  reserves  and other  liabilities  under the
policies may not be charged  with  liabilities  arising from any other  business
that SBL  conducts.  SBL may  transfer to its General  Account any assets  which
exceed expected  obligations of the Separate  Account.  All obligations  arising
under the Policy are general  corporate  obligations  of SBL. SBL may invest its
own  assets in the  Separate  Account  for other  purposes,  but not to  support
policies other than variable life insurance policies.  SBL may accumulate in the
Separate  Account  proceeds from various policy  charges and investment  results
which apply to those assets.

The assets of the Separate Account shall be valued on each Valuation Date.

The investment  policy of the Separate  Account shall not be changed without the
approval of the Insurance  Commissioner of the state of Kansas.  The process for
securing such approval is on file with the Insurance Commissioner of your state.

OWNERSHIP OF SEPARATE ACCOUNT

SBL has  exclusive  and  absolute  ownership  and  control  of the assets of the
Separate  Account.  SBL will  send the  Owner at least  once  each year a report
stating the number of  Accumulation  Units  credited to the Owner's  account,  a
statement of investments held by each Series, proxy material and a voting form.

FUND DEFINED

The Variable  Accounts of the Separate Account are invested wholly in the Series
of the  mutual  fund as shown  on page 3A.  The  mutual  fund is a  diversified,
open-end  management  investment company registered under the Investment Company
Act of 1940.  The mutual fund's  advisory fees and its expenses are not fixed or
specified under the terms of the Policy.

ADDITION DELETION OR SUBSTITUTION OF INVESTMENTS

SBL reserves the right,  subject to applicable  law,  and, if  necessary,  after
notice to and prior approval from the SEC and/or state insurance authorities, to
make additions to, deletions from, or substitutions  for the investments held by
the Separate  Account or that the Separate  Account may  purchase.  The Separate
Account may, to the extent allowed by law,  purchase other  securities for other
contracts or permit a conversion  between  contracts upon request by the Owners.
SBL may, in its sole discretion,  also establish  additional  subaccounts of the
Separate Account.  Each subaccount would invest in shares corresponding to a new
portfolio of the mutual fund or in shares of another investment company having a
specified investment objective.  SBL may, in its sole discretion,  establish new
subaccounts  or delete one or more of the  subaccounts if marketing  needs,  tax
considerations or investment conditions warrant. Any new subaccounts may be made
available to existing Owners on a basis to be determined by SBL.

If any of these substitutions or changes are made, SBL may by proper endorsement
change the Policy to reflect the  substitution or change.  If SBL deems it to be
in the best  interest of the Owners,  and subject to any  approvals  that may be
required under the  applicable  law, the account may be operated as a management
company under the Investment  Company Act of 1940. It may be deregistered  under
that Act if  registration is no longer  required.  Also, it may be combined with
other Company  separate  accounts.  To the extent allowed by applicable law, SBL
may also transfer the assets of the Separate Account for the policies to another
separate  account.  Also,  SBL may, when allowed by law,  restrict or delete any
voting  rights of  Owners  or other  persons  who have  voting  rights as to the
Separate  Account.  The  Owner may be  notified  of any  material  change in the
investment policy of any series in which the Owner has an interest.
<PAGE>
                               SETTLEMENT OPTIONS
                     AMOUNTS PAYABLE PER $1,000 OF PROCEEDS
<TABLE>
<CAPTION>
      TABLE A-OPTION 2                 TABLE B-OPTION 4-LIFE INCOME OPTIONS WITH
        INCOME FOR A                   MONTHLY INSTALLMENTS FOR A FIXED TERM AND
        FIXED PERIOD                     AFTERWARDS AS LONG AS THE PAYEE LIVES

    PERIOD       MONTHLY            AGE OF PAYEE ON
   OF YEARS     PAYMENTS           NEAREST BIRTHDAY           0 YEARS       5 YEARS      10 YEARS     15 YEARS      20 YEARS
                                ----------------------                                                                      
                                         MALE
       <S>        <C>                     <C>                  <C>           <C>          <C>            <C>           <C>  
       1          $84.28                  35                   $ 3.53        $ 3.53       $ 3.53         $ 3.53        $3.52
       2           42.66                  36                     3.56          3.56         3.56           3.55         3.55
       3           28.79                  37                     3.59          3.59         3.59           3.58         3.57
       4           21.86                  38                     3.62          3.62         3.62           3.61         3.60
       5           17.70                  39                     3.65          3.65         3.65           3.64         3.63

       6           14.93                  40                     3.69          3.69         3.68           3.67         3.66
       7           12.95                  41                     3.72          3.72         3.72           3.71         3.69
       8           11.47                  42                     3.76          3.76         3.75           3.74         3.73
       9           10.32                  43                     3.80          3.80         3.79           3.78         3.76
      10            9.39                  44                     3.84          3.84         3.83           3.82         3.80

      11            8.64                  45                     3.88          3.88         3.87           3.86         3.84
      12            8.02                  46                     3.93          3.92         3.92           3.90         3.87
      13            7.49                  47                     3.97          3.97         3.96           3.94         3.91
      14            7.03                  48                     4.02          4.02         4.01           3.99         3.96
      15            6.64                  49                     4.07          4.07         4.06           4.03         4.00

      16            6.30                  50                     4.13          4.12         4.11           4.08         4.05
      17            6.00                  51                     4.19          4.18         4.16           4.14         4.09
      18            5.73                  52                     4.25          4.24         4.22           4.19         4.14
      19            5.49                  53                     4.31          4.30         4.28           4.25         4.19
      20            5.27                  54                     4.38          4.37         4.35           4.31         4.25

                                          55                     4.45          4.44         4.41           4.37         4.30
                                          56                     4.52          4.51         4.48           4.43         4.36
                                          57                     4.60          4.59         4.56           4.50         4.42
                                          58                     4.68          4.67         4.64           4.57         4.47
                                          59                     4.47          4.76         4.72           4.65         4.53

                                          60                     4.87          4.85         4.81           4.72         4.60
                                          61                     4.97          4.95         4.90           4.80         4.66
                                          62                     5.07          5.05         5.00           4.89         4.72
                                          63                     5.19          5.17         5.10           4.97         4.79
                                          64                     5.31          5.29         5.20           5.06         4.85

                                          65                     5.44          5.41         5.32           5.15         4.92
                                          66                     5.58          5.55         5.44           5.24         4.98
                                          67                     5.73          5.69         5.56           5.34         5.05
                                          68                     5.89          5.84         5.69           5.44         5.11
                                          69                     6.06          6.00         5.82           5.54         5.17

                                          70                     6.24          6.17         5.97           5.64         5.23
                                          71                     6.43          6.35         6.11           5.74         5.29
                                          72                     6.63          6.53         6.26           5.84         5.35
                                          73                     6.84          6.73         6.41           5.94         5.40
                                          74                     7.07          6.94         6.57           6.04         5.45

                                          75                     7.31          7.16         6.74           6.14         5.50
                                          76                     7.57          7.39         6.90           6.23         5.54
                                          77                     7.85          7.64         7.08           6.33         5.58
                                          78                     8.15          7.90         7.25           6.42         5.61
                                          79                     8.47          8.18         7.43           6.50         5.64

                                          80                     8.81          8.47         7.61           6.59         5.67
                                          81                     9.18          8.78         7.79           6.66         5.70
                                          82                     9.57          9.10         7.97           6.73         5.72
                                          83                    10.00          9.44         8.15           6.80         5.73
                                          84                    10.45          9.79         8.33           6.86         5.74
                                          85                    10.95         10.17         8.50           6.92         5.74
</TABLE>

Option 4 is available only at the ages shown.

Annual, semiannual, or quarterly payments can be determined from Table A, B or C
by  multiplying  the monthly  payment by  11.812854,  5.9572233,  and  2.9914201
respectively.
<PAGE>
                               SETTLEMENT OPTIONS
                     AMOUNTS PAYABLE PER $1,000 OF PROCEEDS

                                       TABLE B-OPTION 4-LIFE INCOME OPTIONS WITH
                                       MONTHLY INSTALLMENTS FOR A FIXED TERM AND
                                         AFTERWARDS AS LONG AS THE PAYEE LIVES
<TABLE>
<CAPTION>
                                    AGE OF PAYEE ON
                                   NEAREST BIRTHDAY           0 YEARS       5 YEARS      10 YEARS     15 YEARS      20 YEARS
                                ----------------------                                                                      
<S>                                      <C>                   <C>           <C>          <C>            <C>           <C>  
                                         MALE

Option 4 is available only
at the ages shown.

Rates not shown for
Option 5 will be
provided on request.

Annual, semiannual, or
quarterly payments can
be determined from
Table A, B or C by
multiplying  the monthly
payment by  11.812854,
5.9572233,  and  2.9914201
respectively.

                                          35                   $ 3.40        $ 3.40       $ 3.40         $ 3.40        $3.39
                                          36                     3.42          3.42         3.42           3.42         3.41
                                          37                     3.44          3.44         3.44           3.44         3.44
                                          38                     3.47          3.47         3.47           3.46         3.46
                                          39                     3.49          3.49         3.49           3.49         3.48

                                          40                     3.52          3.52         3.52           3.51         3.51
                                          41                     3.55          3.54         3.54           3.54         3.53
                                          42                     3.57          3.57         3.57           3.57         3.56
                                          43                     3.60          3.60         3.60           3.60         3.59
                                          44                     3.64          3.64         3.63           3.63         3.62

                                          45                     3.67          3.67         3.67           3.66         3.65
                                          46                     3.70          3.70         3.70           3.69         3.68
                                          47                     3.74          3.74         3.74           3.73         3.72
                                          48                     3.78          3.78         3.77           3.77         3.75
                                          49                     3.82          3.82         3.81           3.80         3.79

                                          50                     3.86          3.86         3.86           3.85         3.83
                                          51                     3.91          3.91         3.90           3.89         3.87
                                          52                     3.95          3.95         3.95           3.93         3.91
                                          53                     4.00          4.00         3.99           3.98         3.96
                                          54                     4.06          4.05         4.05           4.03         4.00

                                          55                     4.11          4.11         4.10           4.08         4.05
                                          56                     4.17          4.17         4.16           4.14         4.10
                                          57                     4.23          4.23         4.22           4.19         4.15
                                          58                     4.30          4.29         4.28           4.25         4.21
                                          59                     4.37          4.36         4.35           4.32         4.27

                                          60                     4.44          4.44         4.42           4.38         4.33
                                          61                     4.52          4.51         4.49           4.45         4.39
                                          62                     4.60          4.59         4.57           4.52         4.45
                                          63                     4.69          4.68         4.65           4.60         4.52
                                          64                     4.78          4.77         4.74           4.68         4.58

                                          65                     4.88          4.87         4.84           4.76         4.65
                                          66                     4.99          4.98         4.93           4.85         4.72
                                          67                     5.10          5.09         5.04           4.94         4.79
                                          68                     5.23          5.21         5.15           5.04         4.86
                                          69                     5.36          5.34         5.27           5.14         4.94

                                          70                     5.50          5.48         5.39           5.24         5.01
                                          71                     5.65          5.62         5.53           5.35         5.08
                                          72                     5.82          5.78         5.67           5.46         5.15
                                          73                     5.99          5.95         5.81           5.57         5.22
                                          74                     6.19          6.14         5.97           5.68         5.29

                                          75                     6.39          6.33         6.13           5.80         5.35
                                          76                     6.61          6.54         6.30           5.91         5.41
                                          77                     6.85          6.76         6.48           6.03         5.47
                                          78                     7.10          6.99         6.66           6.14         5.52
                                          79                     7.38          7.25         6.85           6.25         5.57

                                          80                     7.67          7.52         7.05           6.35         5.61
                                          81                     8.00          7.80         7.25           6.45         5.65
                                          82                     8.35          8.11         7.45           6.55         5.68
                                          83                     8.73          8.44         7.66           6.64         5.70
                                          84                     9.14          8.80         7.86           6.73         5.72
                                          85                     9.59          9.17         8.07           6.81         5.73
</TABLE>

- --------------------------------------------------------------------------------
        TABLE C - OPTION 5 - JOINT & LAST SURVIVOR - MONTHLY INSTALLMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        FEMALE                                           MALE AGE
                                          AGE                    55           60            62           65            70
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>           <C>          <C>            <C>          <C> 
Until last Death of Two                   55                     3.85          3.93         3.95           3.99         4.03
Payees per $1,000 of                      60                     3.98          4.10         4.15           4.21         4.29
benefit amount                            62                     4.03          4.18         4.23           4.30         4.40
                                          65                     4.11          4.28         4.35           4.45         4.59
                                          70                     4.21          4.45         4.54           4.69         4.92
</TABLE>
<PAGE>
                       A BRIEF DESCRIPTION OF THIS POLICY

   This is a Flexible Premium VARIABLE LIFE INSURANCE POLICY

   -   The Policy  proceeds  are payable if the Insured dies before the Maturity
       Date and while the Policy is in force.

   -   The Net Cash Surrender  Value, if any, is payable on the Maturity Date if
       the Insured is alive and the Policy is in force.

   -   Flexible  Premiums  are  payable  during  the life of the  Insured to the
       Maturity Date.

   -   This Policy is participating.

THIS  POLICY'S  ACCUMULATED  VALUE  IN THE  SEPARATE  ACCOUNT  IS  BASED  ON THE
INVESTMENT EXPERIENCE OF THAT ACCOUNT, AND MAY INCREASE OR DECREASE DAILY. IT IS
NOT GUARANTEED AS TO DOLLAR AMOUNT.

THE AMOUNT OR  DURATION  OF THE DEATH  BENEFIT  MAY BE  VARIABLE  OR FIXED UNDER
SPECIFIED CONDITIONS. SEE THE DEATH BENEFIT PROVISIONS FOR DETAILS.

[LOGO]              SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
               700 Harrison, Topeka, KS 66636-0001 (913) 295-3000
<PAGE>
                   TABLE OF GUARANTEED COST OF INSURANCE RATES
                            MONTHLY RATES PER $1,000
                                    PREFERRED
<TABLE>
<CAPTION>
                                        WAIVER OF                                                   WAIVER OF MONTHLY
                                         MONTHLY                                                        DEDUCTION
  ATTAINED              LIFE            DEDUCTION                   ATTAINED             LIFE          PERCENTAGES*
    AGE                 RATE          PERCENTAGES*                    AGE                RATE
<S>    <C>            <C>                  <C>                           <C>           <C>                 <C>    
       18             0.1242               1.37                          58            0.8575              21.57**
       19             0.1275               1.37                          59            0.9392              23.03**

       20             0.1292               1.37                          60            1.0317               5.70**
       21             0.1283               1.50                          61            1.1358               4.92**
       22             0.1258               1.63                          62            1.2558               3.93**
       23             0.1242               1.77                          63            1.3942               3.84**
       24             0.1217               1.91                          64            1.5483               4.13**

       25             0.1192               2.04                          65            1.7150
       26             0.1175               2.27                          66            1.8950
       27             0.1158               2.50                          67            2.0867
       28             0.1158               2.73                          68            2.2925
       29             0.1167               2.96                          69            2.5217

       30             0.1175               3.19                          70            2.7992
       31             0.1200               3.52                          71            3.0975
       32             0.1233               3.83                          72            3.4242
       33             0.1283               4.15                          73            3.8183
       34             0.1342               4.48                          74            4.2542

       35             0.1400               4.79                          75            4.7277
       36             0.1483               5.19                          76            5.2193
       37             0.1575               5.59                          77            5.7367
       38             0.1692               5.99                          78            6.2833
       39             0.1808               6.38                          79            6.8758

       40             0.1950               6.78                          80            7.5333
       41             0.2092               7.40                          81            8.2733
       42             0.2250               8.02                          82            9.1117
       43             0.2425               8.63                          83           10.0458
       44             0.2608               9.25                          84           11.0583

       45             0.2817               9.87                          85           12.1283
       46             0.3033              10.77                          86           13.2442
       47             0.3275              11.66                          87           14.3983
       48             0.3542              12.56                          88           15.5850
       49             0.3817              13.46                          89           16.8200

       50             0.4142              14.35                          90           18.1208
       51             0.4508              15.28                          91           19.5158
       52             0.4933              16.21                          92           21.0583
       53             0.5417              17.15                          93           22.8975
       54             0.5950              18.08                          94           25.3433

       55             0.6533              19.01
       56             0.7167              19.86**
       57             0.7850              20.71**
</TABLE>

*  Percentages of Total Monthly Deduction, based on attained age of the insured.
   The charge is the waiver  percentage  multiplied by the monthly deduction for
   the current month divided by 100.

** Rates at these ages are for renewal only.
<PAGE>
                  TABLE OF GUARANTEED COST OF INSURANCE RATES
                            MONTHLY RATES PER $1,000
                                    STANDARD

<TABLE>
<CAPTION>
                                          WAIVER OF                                                       WAIVER OF
                                           MONTHLY                                                         MONTHLY
    ATTAINED            LIFE              DEDUCTION                   ATTAINED          LIFE              DEDUCTION
      AGE               RATE            PERCENTAGES*                    AGE             RATE             PERCENTAGES*
       <S>            <C>                  <C>                           <C>           <C>                 <C>    
       18             0.1658               1.53                          58            1.5533              19.11**
       19             0.1717               1.53                          59            1.6783              20.03**

       20             0.1742               1.53                          60            1.8183               5.63**
       21             0.1750               1.69                          61            1.9767               4.87**
       22             0.1733               1.84                          62            2.1592               3.90**
       23             0.1708               2.00                          63            2.3633               3.82**
       24             0.1667               2.15                          64            2.5858               4.10**

       25             0.1625               2.31                          65            2.8225
       26             0.1608               2.56                          66            3.0667
       27             0.1600               2.82                          67            3.3175
       28             0.1608               3.07                          68            3.5767
       29             0.1633               3.32                          69            3.8558

       30             0.1683               3.57                          70            4.1658
       31             0.1742               3.88                          71            4.5192
       32             0.1817               4.20                          72            4.9217
       33             0.1908               4.51                          73            5.3717
       34             0.2017               4.82                          74            5.8675

       35             0.2150               5.13                          75            6.3958
       36             0.2317               5.44                          76            6.9367
       37             0.2508               5.74                          77            7.4800
       38             0.2733               6.05                          78            8.0317
       39             0.2992               6.36                          79            8.6108

       40             0.3283               6.67                          80            9.2417
       41             0.3608               7.13                          81            9.9417
       42             0.3958               7.59                          82           10.7242
       43             0.4325               8.05                          83           11.5917
       44             0.4733               8.50                          84           12.5075

       45             0.5158               8.97                          85           13.4517
       46             0.5608               9.69                          86           14.4058
       47             0.6083              10.41                          87           15.3967
       48             0.6600              11.12                          88           16.4367
       49             0.7167              11.84                          89           17.4975

       50             0.7783              12.57                          90           18.6367
       51             0.8483              13.33                          91           19.8525
       52             0.9275              14.09                          92           21.2383
       53             1.0167              14.86                          93           22.9650
       54             1.1133              15.62                          94           25.3433

       55             1.2167              16.38
       56             1.3242              17.29**
       57             1.4358              18.21**
</TABLE>

*  Percentages of Total Monthly Deduction, based on attained age of the insured.
   The charge is the waiver  percentage  multiplied by the monthly deduction for
   the current month divided by 100.

** Rates at these ages are for renewal only.
<PAGE>
                               SETTLEMENT OPTIONS
                     AMOUNTS PAYABLE PER $1,000 OF PROCEEDS
<TABLE>
<CAPTION>
      TABLE A-OPTION 2                 TABLE B-OPTION 4-LIFE INCOME OPTIONS WITH
        INCOME FOR A                   MONTHLY INSTALLMENTS FOR A FIXED TERM AND
        FIXED PERIOD                     AFTERWARDS AS LONG AS THE PAYEE LIVES

    PERIOD       MONTHLY            AGE OF PAYEE ON
   OF YEARS      PAYMENTS          NEAREST BIRTHDAY           0 YEARS       5 YEARS      10 YEARS     15 YEARS      20 YEARS
                                ----------------------                                                                      
                                         MALE

<S>    <C>        <C>                     <C>                  <C>           <C>          <C>            <C>           <C>  
       1          $84.28                  35                   $ 3.40        $ 3.40       $ 3.40         $ 3.40        $3.39
       2           42.66                  36                     3.42          3.42         3.42           3.42         3.41
       3           28.79                  37                     3.44          3.44         3.44           3.44         3.44
       4           21.86                  38                     3.47          3.47         3.47           3.46         3.46
       5           17.70                  39                     3.49          3.49         3.49           3.49         3.48

       6           14.93                  40                     3.52          3.52         3.52           3.51         3.51
       7           12.95                  41                     3.55          3.54         3.54           3.54         3.53
       8           11.47                  42                     3.57          3.57         3.57           3.57         3.56
       9           10.32                  43                     3.60          3.60         3.60           3.60         3.59
      10            9.39                  44                     3.64          3.64         3.63           3..63        3.62

      11            8.64                  45                     3.67          3.67         3.67           3.66         3.65
      12            8.02                  46                     3.70          3.70         3.70           3.69         3.68
      13            7.49                  47                     3.74          3.74         3.74           3.73         3.72
      14            7.03                  48                     3.78          3.78         3.77           3.77         3.75
      15            6.64                  49                     3.82          3.82         3.81           3.80         3.79

      16            6.30                  50                     3.86          3.86         3.86           3.85         3.83
      17            6.00                  51                     3.91          3.91         3.90           3.89         3.87
      18            5.73                  52                     3.95          3.95         3.95           3.93         3.91
      19            5.49                  53                     4.00          4.00         3.99           3.98         3.96
      20            5.27                  54                     4.06          4.05         4.05           4.03         4.00

                                          55                     4.11          4.11         4.10           4.08         4.05
                                          56                     4.47          4.17         4.16           4.14         4.10
                                          57                     4.23          4.23         4.22           4.19         4.15
Option 4 is available only                58                     4.30          4.29         4.28           4.25         4.21
at the ages shown.                        59                     4.37          4.36         4.35           4.32         4.27

Rates not shown for                       60                     4.44          4.44         4.42           4.38         4.33
Option 5 will be provided                 61                     4.52          4.51         4.49           4.45         4.39
on request.                               62                     4.60          4.59         4.57           4.52         4.45
                                          63                     4.69          4.68         4.65           4.60         4.52
Annual, semiannual, or                    64                     4.78          4.77         4.74           4.68         4.58
quarterly payments can
be determined from                        65                     4.88          4.87         4.84           4.76         4.65
Table A, B or C by                        66                     4.99          4.98         4.93           4.85         4.72
multiplying the monthly                   67                     5.10          5.09         5.04           4.94         4.79
payment by 11.812854,                     68                     5.23          5.21         5.15           5.04         4.86
5.9572233, and                            69                     5.36          5.34         5.27           5.14         4.94
2.9914201 respectively.                   70                     5.50          5.48         5.39           5.24         5.01
                                          71                     5.65          5.62         5.53           5.35         5.08
                                          72                     5.82          5.78         5.67           5.46         5.15
                                          73                     5.99          5.95         5.81           5.57         5.22
                                          74                     6.19          6.14         5.97           5.68         5.29

                                          75                     6.39          6.33         6.13           5.80         5.35
                                          76                     6.61          6.54         6.30           5.91         5.41
                                          77                     6.85          6.76         6.48           6.03         5.47
                                          78                     7.10          6.99         6.66           6.14         5.52
                                          79                     7.38          7.25         6.85           6.25         5.57

                                          80                     7.67          7.52         7.05           6.35         5.61
                                          81                     8.00          7.80         7.25           6.45         5.65
                                          82                     8.35          8.11         7.45           6.55         5.68
                                          83                     8.73          8.44         7.66           6.64         5.70
                                          84                     9.14          8.80         7.86           6.73         5.72
                                          85                     9.59          9.17         8.07           6.81         5.73
</TABLE>

- --------------------------------------------------------------------------------
        TABLE C - OPTION 5 - JOINT & LAST SURVIVOR - MONTHLY INSTALLMENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        FEMALE                                           MALE AGE
                                          AGE                    55           60            62           65            70
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                    <C>           <C>          <C>            <C>          <C> 
Until last Death of Two                   55                     3.85          3.93         3.95           3.99         4.03
Payees per $1,000 of                      60                     3.98          4.10         4.15           4.21         4.29
benefit amount                            62                     4.03          4.18         4.23           4.30         4.40
                                          65                     4.11          4.28         4.35           4.45         4.59
                                          70                     4.21          4.45         4.54           4.69         4.92
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
                          SEPARATE ACCOUNT PROVISIONS
- --------------------------------------------------------------------------------

ADDITION DELETION OR SUBSTITUTION OF INVESTMENTS

SBL reserves the right,  subject to applicable  law,  and, if  necessary,  after
notice to and prior approval from the SEC and/or state insurance authorities, to
make additions to, deletions from, or substitutions  for the investments held by
the Separate  Account or that the Separate  Account may  purchase.  The Separate
Account may, to the extent allowed by law,  purchase other  securities for other
contracts or permit a conversion  between  contracts upon request by the Owners.
SBL may, in its sole discretion,  also establish  additional  subaccounts of the
Separate Account.  Each subaccount would invest in shares corresponding to a new
portfolio of the mutual fund or in shares of another investment company having a
specified investment objective.  SBL may, in its sole discretion,  establish new
subaccounts  or delete one or more of the  subaccounts if marketing  needs,  tax
considerations or investment conditions warrant. Any new subaccounts may be made
available to existing Owners on a basis to be determined by SBL.

If any of these substitutions or changes are made, SBL may by proper endorsement
change the Policy to reflect the  substitution or change.  If SBL deems it to be
in the best  interest of the Owners,  and subject to any  approvals  that may be
required under the  applicable  law, the account may be operated as a management
company under the Investment  Company Act of 1940. It may be deregistered  under
that Act if  registration is no longer  required.  Also, it may be combined with
other Company  separate  accounts.  To the extent allowed by applicable law, SBL
may also transfer the assets of the Separate Account for the policies to another
separate  account.  Also,  SBL may, when allowed by law,  restrict or delete any
voting  rights of  Owners  or other  persons  who have  voting  rights as to the
Separate  Account.  The  Owner may be  notified  of any  material  change in the
investment policy of any series in which the Owner has an interest.


<PAGE>
                  SECURITY BENEFIT LIFE INSURANCE COMPANY (SBL)

                                 TOPEKA, KANSAS

                 ACCELERATED BENEFIT FOR TERMINAL ILLNESS RIDER

             THIS RIDER IS ATTACHED TO AND MADE PART OF YOUR POLICY

         ISSUE DATE _________________      POLICY NUMBER _______________

AN ACCELERATED  BENEFIT RECEIVED UNDER THIS RIDER MAY BE TAXABLE FOR INFORMATION
RELATING TO THE FEDERAL INCOME TAX ASPECTS OF PURCHASING A POLICY,  SEE "FEDERAL
INCOME TAX CONSIDERATIONS' IN THE PROSPECTUS.

ANY BENEFIT  RECEIVED UNDER THIS RIDER MAY IMPACT YOUR  ELIGIBILITY FOR MEDICAID
OR OTHER GOVERNMENT BENEFITS.

This  Rider is not  meant to cause  access  to  proceeds  to be  payable  to the
beneficiary. Therefore, this benefit is not available:

a)   if either the Owner or Insured is  required  by law to use this  benefit to
     meet the claims of creditors, whether in bankruptcy or otherwise; or

b)   if either the Owner or Insured is  required by a  government  agency to use
     this benefit in order to apply for,  obtain or otherwise  keep a government
     benefit or entitlement.

ACCELERATED BENEFIT

The Owner may elect to receive,  while the  Insured is living,  a portion of the
Policy's  proceeds.  SBL will pay an Accelerated  Benefit if an Insured has been
diagnosed with a terminal  illness for which there is no cure and is expected to
live 12 months or less.

DEFINITIONS

Accelerated  Benefit  Payment  is the dollar  amount of  benefit  the Owner will
receive  under this Rider.  This benefit is the Requested  Amount less:  (a) the
Actuarial Discount; (b) any fee to administer; and (c) any loan repayment.

Percent  of  Benefit  is the  percent  that the  Requested  Amount  bears to the
Specified  Amount of the Policy as of the date SBL approves the Owner's  request
for the Accelerated Benefit.

Requested Amount is the amount of the Policy proceeds the Owner requests.

The Requested  Amount cannot exceed the least of: a) 50 percent of the Specified
Amount of the Policy less any Policy Debt;  b) $250,000;  or c) $500,000 for all
policies on the life of the Insured in force with SBL.

The  Actuarial  Discount  will  apply to the  Requested  Amount.  This  discount
reflects the early payment of the Requested Amount of the Policy.  This discount
will be based on an annual  interest  rate declared by us and which is in effect
as of the date we approve your written request.

PAYMENT

The minimum Accelerated Benefit Payment amount is $25,000.  This Benefit will be
paid either in a lump sum or any other  payment  plan  available  at the time of
payment. SBL WILL PAY THE ACCELERATED BENEFIT AMOUNT ONLY ONCE PER INSURED. If a
settlement option is selected and the Insured dies before all payments are made,
the remaining amount will be paid to the beneficiary.

IMPACT ON POLICY

After an  Accelerated  Benefit  Payment is made,  the Policy and all riders will
remain in force subject to the following changes. The Policy's Specified Amount,
Accumulated  Value,  if any,  and Policy  Debt will be reduced by the Percent of
Benefit.

Any change in  Accumulated  Value will be  allocated  to the Fixed  Account  and
Variable  Accounts  on a pro  rata  basis.  Cost of  Insurance  charges  will be
adjusted to reflect the reduced death benefit.

If there is any  Policy  Debt on the  Policy  as of the  date SBL  approves  the
Owner's  written  request for the Rider  Benefit,  SBL will reduce the Requested
Amount in order to repay a portion  of the Policy  Debt equal to the  Percent of
Benefit times the Policy Debt.

After the payment of the  Accelerated  Benefit,  the Owner may not surrender the
Policy on which the Benefit has been paid.

ELIGIBILITY

The following conditions must be met prior to any Accelerated Benefit Payment

- -    The Policy must be in force on the date the Owner's request for the benefit
     is approved.

- -    SBL must receive written proof,  acceptable to SBL, that the Insured's life
     expectancy  is 12 months or less from the date of the  written  request for
     the Rider  Benefit.  Proof must be certified by a licensed  physician.  SBL
     reserves the right to obtain a second opinion form a licensed  physician of
     SBL's choice at SBL's expense.

For purposes of this  requirement,  licensed  physician  means a medical  doctor
licensed in the United States who:

     -  is practicing within the scope of that license;
     -  is not the Insured or related to the Insured;
     -  is not the Owner or related to the Owner; and
     -  is not the Beneficiary or related thereto.

- -    Owner must apply in writing  for the Rider  benefit on a form  supplied  by
     SBL.

- -    Written consent from any beneficiary is required in order to apply for such
     Benefit.

- -    Written  consent from the Owner's  spouse in community  property  states is
     required in order to apply for such Benefit.

- -    Written consent from any assignee must be obtained.

INCONTESTABILITY

This Rider is subject to the  incontestability  provision  of the base Policy to
which it is attached.

EFFECTIVE DATE

This Rider is effective on the issue date specified.

GENERAL PROVISIONS

SBL may charge an administrative charge, not to exceed $200. This charge will be
deducted from the Requested Amount.

SBL will  provide a claim  form to the Owner  within ten (10)  business  days of
receipt be SBL of a request for this Benefit.

SBL will  issue an  Endorsement  to policy  Specifications  when an  Accelerated
Benefit is paid under this rider.

SBL  reserves  the right to make any change to the  provisions  of this Rider to
comply  with,  or give the Owner the benefit  of, any federal or state  statute,
rules or regulation. This includes, but is not limited to, requirements relating
to life  insurance  contracts  under the IRS code or the laws of any state.  SBL
will  provide  the Owner with a copy of any such  change and will also file such
change  with the  insurance  regulatory  officials  of the  state  in which  the
contract is delivered.

TERMINATION

This Rider will cease:

- -    on the Owner's request;
- -    on lapse or termination of the Policy; or
- -    when an Accelerated Benefit is paid under this Rider.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         ROGER K. VIOLA
                                         Secretary


<PAGE>
                  SECURITY BENEFIT LIFE INSURANCE COMPANY (SBL)

                                 TOPEKA, KANSAS

                        WAIVER OF MONTHLY DEDUCTION RIDER

             THIS RIDER IS ATTACHED TO AND MADE PART OF YOUR POLICY

ISSUE DATE                                  POLICY NUMBER

FOR  INFORMATION  RELATING TO THE FEDERAL  INCOME TAX  ASPECTS OF  PURCHASING  A
POLICY, SEE "FEDERAL INCOME TAX CONSIDERATIONS' IN THE PROSPECTUS.

BENEFIT

Subject to this rider's terms,  and upon receipt of proof acceptable to SBL that
the Insured has become totally  disabled,  SBL will waive any Monthly  Deduction
for the base Policy and the cost of any other benefits added by rider which fall
due after total disability has continued for at least 6 consecutive months.

SBL will not waive any  charges  which  fall due more than one year  before  SBL
receives proof of total disability.  If total disability begins during the grace
period under the Policy, the required payment must be received by SBL before the
grace period expires in order to effect a valid claim under this rider.

The Age of the  Insured  when total  disability  begins  will  affect the period
during which deductions will be waived.

If total disability begins before the Policy anniversary when the Insured is age
60:

1.   all  Monthly  Deductions  will be waived  which fall due:  (a)  beginning 6
     months  after  total  disability  began;  and (b)  while  total  disability
     continues; and

2.   if total disability continues until the Policy anniversary when the Insured
     is age 65, no further proof of disability is required.

If total disability begins after the Policy  anniversary when the insured is age
60, but before the Policy anniversary when the Insured is age 63:

1.   all  Monthly  Deductions  will be waived  which fall due:  (a)  beginning 6
     months  after  total  disability  began;  and (b)  while  total  disability
     continues; and

2.   no Monthly  Deductions will be waived past the Policy  anniversary when the
     Insured is age 65.

If total disability begins after the Policy  anniversary when the Insured is age
63:

1.   all  Monthly  Deductions  will be waived  which fall due:  (a)  beginning 6
     months  after  total  disability  began;  and (b)  while  total  disability
     continues; and

2.   no Monthly  Deductions will be waived after 24 Monthly Deductions have been
     waived.

TOTAL DISABILITY

"Total disability" means disability of the Insured which:

1.   is a result of bodily injury or disease, or mental disease; 
2.   begins while this rider is in force; and
3.   completely prevents the Insured from working for pay or profit.

During  the  first 24  months  of  disability  "working"  means to engage in the
regular  occupation,  business or profession of the Insured.  After 24 months it
means to engage in an occupation for which the Insured is or becomes  reasonably
fitted by education, training, or experience.

"Working for pay or profit" includes  attending school or college as a full-time
student, if that was the Insured's main occupation when the disability began.

EXCLUSIONS

No Monthly  Deductions will be waived if the Insured's total disability  results
from:

1.   an act or incident of declared or undeclared war;
2.   any bodily injury which  occurred or disease which was first evident before
     the Date of Issue of this rider. This clause will be used only if the total
     disability begins within two years after the Date of Issue of this rider;
3.   an  intended  self-inflicted  injury;
4.   use of an illegal or controlled substance.

NOTICE AND PROOF OF DISABILITY

No Monthly  Deduction  will be waived  unless proof of disability is received by
SBL:

1.   during the life of the Insured; and

2.   while disability continues; or

3.   as soon as reasonably possible.

From time to time after the  Insured is  disabled,  SBL may  require  proof that
total disability has continued.  This proof may include a medical exam, at SBL's
expense,  by a  physician  SBL  selects.  After  two  years of  continued  total
disability,  SBL will not require proof of total disability more often than once
a year.

INSURANCE CHARGES

The  monthly  Cost of  Insurance  Charge for this rider is a  percentage  of the
Monthly Deduction of the Policy. The percentage is based on the Age, sex (unless
unisex cost of insurance rates apply), and class of risk of the Insured.

The Waiver of Monthly  Deduction  Percentages  are shown on the Table of Cost of
Insurance Rates in the Policy.

EFFECTIVE DATE

This rider is effective on the Policy Date unless otherwise  stated.  This rider
will terminate:

- -    on SBL's receipt of the Owner's written request to terminate the rider; or

- -    on lapse or termination of the Policy; or

- -    on the Policy anniversary after the Insured becomes age 65.

Any claim for disability  which  occurred  before such  termination  will not be
affected.

INCONTESTABILITY

SBL will not contest this rider after it has been in force,  during the lifetime
of the Insured,  for two years from the date of issue. Any period the Insured is
disabled is excluded.

GENERAL CONDITIONS

This  rider is part of the  Policy  to which it is  attached.  All  terms of the
Policy which do not conflict with this rider's terms apply to this rider.

SBL  reserves  the right to make any change to the  provisions  of this Rider to
comply  with,  or give the Owner the benefit  of, any federal or state  statute,
rule or regulation.  This includes, but is not limited to, requirements relating
to life  insurance  contracts  under the IRS Code or the laws of any state.  SBL
will  provide  the Owner with a copy of any such  change and will also file such
change  with the  insurance  regulatory  officials  of the  state  in which  the
contract is delivered.

                                      SECURITY BENEFIT LIFE INSURANCE COMPANY

                                      ROGER K. VIOLA
                                      Secretary


<PAGE>
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

                                 TOPEKA, KANSAS

                     EXTENDED GUARANTEED DEATH BENEFIT RIDER

             THIS RIDER IS ATTACHED TO AND MADE PART OF YOUR POLICY

                     POLICY  NUMBER

FOR  INFORMATION  RELATING TO THE FEDERAL  INCOME TAX  ASPECTS OF  PURCHASING  A
POLICY, SEE "FEDERAL INCOME TAX CONSIDERATIONS' IN THE PROSPECTUS.

BENEFIT

This  Policy will not lapse  during the  Guaranteed  Period:  (1) Subject to the
terms of this  rider;  and (2) while the  Insured  is alive and this rider is in
force; and (3) even if during the Guaranteed Period the Net Cash Surrender Value
is not enough to cover the Monthly Deduction on any Monthly Payment Date.

If the Insured dies while this rider is in force the Death Benefit Proceeds will
consist of: (1) the death benefit under the Policy as of the date of death; plus
(2) any additional benefits provided by rider, less any Policy Debt.

DEFINITIONS

Guaranteed  Period is the period  during  which,  if the terms of this rider are
met, the Policy is guaranteed not to lapse. The length of the Guaranteed  Period
may be 10 to 30 Policy  Years,  based on the age of the  Insured  on the  Policy
Date. If the Insured is 18 to 34 years of Age on the Policy Date, the Guaranteed
Period will be 30 Policy  years.  If the insured is 35 to 54 years of Age on the
Policy Date, the Guaranteed Period will be 30 Policy years. If the insured is 35
to 54 years of Age on the Policy Date, the Guaranteed  Period will be the result
of 65 minus the  Insured's  Age on the Policy  Date.  If the Insured is 55 to 65
years of Age on the Policy Date, the Guaranteed Period will be 10 Policy years.

Extended  Guaranteed  Death Benefit Premium is the premium required to keep this
rider in force.  The Extended  Guaranteed  Death Benefit Premium is based on the
Age, sex (unless  unisex cost of insurance  charges  apply),  rating class,  and
underwriting  class of the Insured and the  Specified  Amount and death  benefit
option of the Policy. This premium is shown on page 3 of the Policy.

Policy changes  include;  (1) any increase or decrease in the Specified  Amount;
(2) any change in the death  benefit  option;  (3) the addition or deletion of a
rider; or (4) a change in the Insured's  underwriting class. A Policy Change may
change the Extended  Guaranteed Death Benefit Guarantee  Premium.  An additional
premium  may be  required  upon  any  Policy  Change  to  satisfy  the  Extended
Guaranteed Death Benefit Premium Requirements.  SBL will issue an Endorsement to
Policy  Specifications  showing any change in the Extended Death Benefit Premium
after a Policy Change.

EXTENDED GUARANTEED DEATH BENEFIT PREMIUM REQUIREMENTS

This rider will  remain in force as long as the amount of  premiums  paid on the
Policy less any Policy Debt and any partial  withdrawals on any Monthly  Payment
Date is greater  than or equal to an amount  equal to the monthly pro rata share
of the Extended  Guaranteed  Death  Benefit  Premium  times the number of Policy
months the Policy has been in force.

SBL will deem the Extended  Guarantee Death Benefit  Premium  requirements to be
satisfied if the Policy  premiums are being applied by a waiver of premium rider
and there have been no Policy changes. If any Policy Changes have been made, the
amount of premium applied by a waiver of premium rider may not be enough to meet
the Extended  Guaranteed  Death Benefit Premium  Requirements and extra premiums
may be required to maintain this rider in force.

NOTICE

SBL will send a written  notice to the Owner at the Owner's  last known  address
and any  assignee of record if the Extended  Guaranteed  Death  Benefit  Premium
Requirements  are not  satisfied  on any Monthly  Payment  Date.  If the premium
required to cover the Extended Guaranteed Death Benefit Premium  Requirements is
not  received  by SBL within 61 days  after the date the notice is mailed,  this
rider will cease and will no longer be in force.

EFFECTIVE DATE

This rider is effective on the Policy Date shown on page 3 of the Policy.

This rider will terminate on the earliest of:

  -   the Owner's written request;

  -   the lapse or termination of the Policy;

  -   the  date  the  Extended  Guaranteed  Death  Benefit Requirements  are not
      satisfied; or

  -   the expiration of the Guaranteed Period.

This rider cannot be reinstated.

GENERAL CONDITIONS

This  rider is part of the  Policy  to which it is  attached.  All  terms of the
Policy which do not conflict with this rider's terms apply to this rider.

SBL  reserves  the right to make any change to the  provisions  of this Rider to
comply  with,  or give the Owner the benefit  of, any federal or state  statute,
rule or regulation.  This includes, but is not limited to, requirements relating
to life  insurance  contracts  under the IRS Code or the laws of any state.  SBL
will  provide  the Owner with a copy of any such  change and will also file such
change  with the  insurance  regulatory  officials  of the  state  in which  the
contract is delivered.

While this rider is in force, SBL may restrict the allocation of premiums and/or
transfers to certain subaccounts.

                                        SECURITY BENEFIT LIFE INSURANCE COMPANY

                                        ROGER K. VIOLA
                                        Secretary


<PAGE>
                  SECURITY BENEFIT LIFE INSURANCE COMPANY (SBL)

                                 TOPEKA, KANSAS

           ANNUAL RENEWABLE AND CONVERTIBLE LEVEL TERM INSURANCE RIDER

             THIS RIDER IS ATTACHED TO AND MADE PART OF YOUR POLICY

         ISSUE DATE                          POLICY NUMBER

FOR  INFORMATION  RELATING TO THE FEDERAL  INCOME TAX  ASPECTS OF  PURCHASING  A
POLICY, SEE "FEDERAL INCOME TAX CONSIDERATIONS" IN THE PROSPECTUS.

BENEFIT

If a Covered Person dies while this rider is in force,  SBL will pay the Benefit
Amount for the Covered Person.

The Benefit Amount will be paid to the named  beneficiary for the Covered Person
after SBL receives,  at its Home Office: (1) proof of the Covered Person's death
satisfactory to SBL; and (2) such other  information as SBL may require,  within
reason. Unless the Owner requests otherwise,  payment of the Benefit Amount will
be made in a lump sum.

DEFINITIONS

The  Benefit  Amount is equal to the  Specified  Amount of this  rider  less any
unpaid  insurance  charges for the Covered  Person.  The Benefit Amount for each
Covered Person is shown on page 3 of the Policy.

Covered  Person  means any of the  individuals  covered  under this rider on the
Issue  Date of this  rider.  This  rider may cover up to five  Covered  Persons.
Covered Persons may be deleted from or, with evidence of insurability,  added to
his  rider.  When  this  occurs,   SBL  will  issue  an  Endorsement  to  Policy
Specifications for the Policy.

INSURANCE CHARGES

The insurance charges for this rider are calculated  separately for each Covered
Person.  The  insurance  charges  for this  rider  will be added to the  Monthly
Deduction under the Policy.

The guaranteed mortality rates are shown on the Table of Cost of Insurance Rates
attached to the  Policy.  The cost of  insurance  rates are based on the Covered
Person's age, sex (unless  unisex cost of insurance  rates apply),  rating class
and  underwriting  class,  and the Specified Amount an duration of the ride. The
cost of insurance  rates will not exceed the  guaranteed  maximum  month cost of
insurance rates shown on the Table of Cost of Insurance Rates in the Policy.

LAPSE AND REINSTATEMENT

If a premium  is not paid by the end of the  grace  period  as  provided  in the
Policy  this  rider will lapse and will no longer be in force as of the due date
of the premium.  This rider may be reinstated any time within three (3) years of
the date of lapse, provided:

- - the Policy is in force or is reinstated at the time of  reinstatement  of this
rider; - new evidence of insurability of the Covered Persons satisfactory to SBL
provided; and - all premiums due for this rider are paid.

RENEWAL

Coverage  under  this  rider may be  renewed  up to the rider  anniversary  next
following the Insured's age 95.  Subject to the  termination  provisions of this
rider,  coverage will be  automatically  renewed on each Covered  person on each
rider anniversary date.  Renewal premiums will not exceed the maximum guaranteed
premiums as described in the Insurance Charges Provision.

CONVERSION

While this rider is in force or within  thirty (30) days of  termination  of the
Policy  by death of the  Insured,  the  Benefit  Amount  for this  rider  may be
converted to a new policy on any Covered  Person's  life at any time before such
Covered Persons become age 65. This rider may be converted  during the first two
years it is in effect  regardless  of the Covered  Person's  age. The Owner must
submit written  request for conversion in a form  satisfactory to SBL. A Covered
Person may not convert if any insurance charges are due and unpaid.  The Covered
Person's Benefit Amount for this rider will be cancelled on the new policy issue
date.

The amount of  insurance  under the new policy  will be the same as the  Covered
Person's Benefit Amount under this rider. A lower amount may be selected long as
it is not less then SBL's regular minimum limit at the time of conversion.

The new policy will be issued in the same rating  class and  underwriting  class
and contain the same restrictions, if any, as this rider. The Covered Person may
choose between the following  options with respect to the Age upon which the new
policy will be issued:

- -    Conversion at Attained Age

     The Covered  Person may  convert at any time before the Policy  anniversary
     next following the Insured's age 65. The policy date of the new policy will
     be the date of conversion.  The new policy may be any level premium life or
     endowment  plan which is issued and made available for conversion by SBL on
     the new policy date for the Covered  Person's  age at  conversion.  The new
     policy  will go into  effect  when the first  premium is paid under the new
     policy.

- -    Conversion from Rider Date

     The policy date of the new policy will be the Issue Date of the rider.  The
     new policy may be any level premium life or endowment  plan which is issued
     are made available for conversion by SBL for the Covered Persons age on the
     effective  date of this rider.  The new policy will be  effective  when the
     greater of (a) or (b) is paid, where:

     (a)  Is the  difference  between the premiums  which would have been due on
          the rider for the  Specified  Amount of the new policy (from the rider
          date to the  conversion  date) and the premiums  which would have been
          due on the new policy. This difference is adjusted for interest at the
          rate of 6% per year from the due date of each  premium to the date the
          payment is made; and

     (b)  Is the cash  value of the new  policy  which is shown on the  table of
          value of the new policy.

Riders will not be included in the new policy  without SBL's consent at the time
of conversion. A waiver of deduction provision may be included in the new policy
if: (1) this rider contains a similar  provision;  (2) the Covered Person is not
totally and  permanently  disabled as of the new policy date; (3) the new policy
is on  permanent  plan of  insurance;  and (4) the Covered  Person's  age on the
effective date of the new policy is not greater than 55 years.

EFFECTIVE DATE

This rider is effective on the Policy Date unless otherwise stated.

This rider will terminate on the earliest of:

- - SBL's receipt of the Owner's written request for  termination;  - the lapse of
this rider; or - the lapse or termination of the Policy.

GENERAL CONDITIONS

The rider is part of the  Policy to which it is  attached.  As  applied  to this
rider,  the  periods  stated  in  the  Policy's   Incontestability  and  Suicide
Provisions  will  start  with the Issue  Date of this  rider.  All terms of this
Policy which do not conflict with this rider's terms apply to this rider.

SBL  reserves  the right to make any change to the  provisions  of this Rider to
comply  with,  or give the Owner the benefit  of, any federal or state  statute,
rule or regulation.  This includes, but is not limited to, requirements relating
to life  insurance  contracts  under the IRS Code or the laws of any state.  SBL
will  provide  the Owner with a copy of any such  change and will also file such
change  with the  insurance  regulatory  officials  of the  state  in which  the
contract is delivered.

                                       SECURITY BENEFIT LIFE INSURANCE COMPANY

                                       ROGER K. VIOLA
                                       Secretary


<PAGE>
                               PURCHASE AGREEMENT

AGREEMENT made this _____ day of _______________  1993, between SECURITY BENEFIT
LIFE  INSURANCE  COMPANY  ("SBL")  and  SBL  Fund  (the  "Fund"),   both  Kansas
corporations with principal offices at 700 Harrison Street, Topeka, Kansas:

                                   WITNESSETH:

WHEREAS,  the Fund is an open-end  diversified,  management  investment  company
registered  under the  Investment  Company  Act of 1940  which  sells its shares
solely to SBL Variable Annuity and Variable Life separate accounts,  and is able
and  desirous  of making  shares  of the Fund  available  to SBL as  hereinafter
provided; and

WHEREAS,  SBL  desires to arrange for the  acquisition  of shares of the Fund as
required to meet the terms of Variable  Life  Insurance  Policies with assets in
the Varilife separate account  ("Varilife"),  a separate account  established by
SBL under K.S.A.  40-436 and 40-437,  and a unit investment  trust as defined in
the Investment Company Act of 1940, of which SBL is a sponsor; and

WHEREAS SBL will act as the Custodian of the assets of Varilife;

NOW, THEREFORE,  in consideration of the mutual agreements made therein, SBL and
the Fund agree as follows:

1.  The Fund agrees to sell to SBL on behalf of Varilife, upon demand and at the
    net asset value in effect at the time of sale (as  determined  in accordance
    with the Fund prospectus), a sufficient number of shares of the Fund to meet
    the requirements of all such Variable Life Insurance Policies sold or issued
    with assets in Varilife. No fee or commission shall be paid to the Fund, SBL
    or any other person or entity in  connection  with the sale of shares of the
    Fund to SBL on behalf of Varilife.

2.  The Fund  agrees  to  redeem  shares  of the Fund  held by SBL on  behalf of
    Varilife,  upon  demand and at the net asset value in effect at the time the
    shares are tendered for  redemption  (as  determined in accordance  with the
    Fund  prospectus)  to meet  the  requirements  of  Variable  Life  Insurance
    Policies sold or issued with assets in Varilife.

3.  SBL agrees that it will cause Varilife to be registered under the Investment
    Company  Act of 1940 as a unit  investment  trust  and  will  cause  all the
    Variable   Insurance  Policies  offered  to  the  public  thereunder  to  be
    registered under the Securities Act of 1933. SBL agrees further that it will
    cause such Variable Life  Insurance  Policies to be filed with the Insurance
    Departments of the various states of  jurisdictions  in which they are to be
    offered  and  will  also  cause  Variable  Life  Insurance  Policies  to  be
    registered  or  qualified  under the Blue Sky Laws of the various  states or
    jurisdictions  which,  in  the  opinion  of  its  counsel,  require  such  a
    registration or  qualification,  and it will otherwise comply to the best of
    its  ability  with the laws of the Federal  Government,  the states or other
    jurisdictions  and  regulations  issued  thereunder  insofar  as they may be
    applicable  to the sale and  distribution  of the  Variable  Life  Insurance
    Policies so as to permit the continued sale and distribution thereof.

4.  The Fund agrees that it will:

    (a) comply to the best of its ability with the  Securities  Act of 1933, the
        Securities Act of 1934, and the Investment  Company Act of 1940, and the
        regulations pertaining to said Acts and the Blue Sky Laws of such states
        or  jurisdictions  and regulations  thereunder as, in the opinion of its
        counsel,  may be applicable to the offering of shares of the Fund, so as
        to maintain the  registration  of the shares of the Fund  thereunder and
        permit the continued sale thereof; and

    (b) make available to SBL information or material in its possession that may
        be necessary for the  registration or qualification of the Variable Life
        Insurance  Policies for sale under the laws of any of the various states
        or jurisdictions in which such Variable Policies are being sold.

    (c) supply and deliver to SBL a sufficient  number of copies,  together with
        the  necessary  envelopes,  of any and all  notices,  reports,  proxies,
        statements and any other  material  except  prospectuses,  which will be
        sent  from  time to time to the  holders  of shares of the Fund so as to
        provide a single copy,  together  with the necessary  envelope,  to each
        holder of a Variable Life Insurance Policy, and

    (d) furnish  to  SBL  exact  copies  of  the  prospectus  and  Statement  of
        Additional  Information of the Fund promptly,  in such quantities as SBL
        may  require  from time to time in the sale of Variable  Life  Insurance
        Policies,  after the same  shall be filed and become  available  for use
        under the Securities Act of 1933.  When  prospectuses  and Statements of
        Additional  Information  are so furnished in connection with the sale of
        Variable Life Insurance  Policies,  the Fund may charge SBL the printing
        cost applicable thereto.

5.  The  obligation of the Fund to sell its shares under this  agreement for the
    purpose of satisfying  the  requirement of the Variable  Insurance  Policies
    from time to time is  subject,  at the time of such sale,  to the  condition
    that:

    (a) The unit  investments  trust  (Varilife)  is duly  registered  under the
        Investment Company Act of 1940;

    (b) Shares of the Fund are duly registered under the Securities Act of 1933,
        and no stop order or injunction,  law, rule or regulation  prohibits the
        sale or issuance of the shares of the Fund;

    (c) The sale of Variable Life Insurance  Policies by SBL is not in violation
        of any  Federal  or  State  law  relating  to the  registration  or sale
        thereof;

    (d) Variable  Life  Insurance  Policies  will  be  offered  by  SBL  through
        broker/dealers   (including   Security   Distributors,   Inc.)  who  are
        registered under the Securities Exchange Act of 1934 and who are members
        in good standing of the National Association of Securities Dealers, Inc.
        and other eligible financial institutions.

6.  This  agreement  shall  continue  from year to year but may be terminated by
    either party on ninety (90) days notice.

7.  This agreement  shall be construed in accordance  with the laws of the State
    of Kansas and is binding upon the parties  hereto and their  successors  and
    assigns.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  agreement to be duly
executed and attested, all as of the day and year above written.

ATTEST:                                    SECURITY BENEFIT LIFE
                                           INSURANCE COMPANY

____________________________    By  ____________________________________________
Roger K. Viola, Secretary           Gary L. Eisenbarth, Executive Vice President

ATTEST:                                      SBL FUND

____________________________    By  ____________________________________________
Amy J. Lee, Secretary               Michael J. Provines, President


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

March 1, 1999


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



Dear Sir/Madam:

This letter is with reference to the Registration Statement of Security Varilife
Separate  Account  (Security  Elite  Benefit)  of which  Security  Benefit  Life
Insurance  Company  (hereinafter  "SBL")  is the  Depositor.  Said  Registration
Statement is being filed with the  Securities  and Exchange  Commission  for the
purpose of registering the flexible  premium  variable life insurance  contracts
issued by SBL and the interests in the Security  Varilife Separate Account under
such  variable  life  insurance  contracts  which  will be sold  pursuant  to an
indefinite registration.

I have  examined the  Articles of  Incorporation  and Bylaws of SBL,  minutes of
meetings of its Board of Directors and other records,  and pertinent  provisions
of the Kansas  insurance laws,  together with applicable  certificates of public
officials  and  other  documents  which I have  deemed  relevant.  Based  on the
foregoing, it is my opinion that:

1.  SBL is duly organized and validly existing as a life insurance company under
    the laws of the State of Kansas.

2.  Security  Varilife  Separate  Account has been validly created as a Separate
    Account in accordance with the pertinent provisions of the insurance laws of
    Kansas.

3.  SBL has the power,  and has validly and legally  exercised it, to create and
    issue the flexible  premium  variable  life  insurance  contracts  which are
    administered within and by means of Security Varilife Separate Account.

4.  The flexible premium  variable life insurance  contracts to be sold pursuant
    to  the  indefinite  registration,   when  issued,  will  represent  binding
    obligations of SBL in accordance  with their terms  providing said contracts
    were  issued  for the  consideration  set forth  therein  and  evidenced  by
    appropriate policies and certificates.

I hereby consent to the inclusion in the Registration  Statement of my foregoing
opinion.

Respectfully submitted,

AMY J. LEE

Amy J. Lee
Vice President and Associate General Counsel
Security Benefit Life Insurance Company


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

May 23, 1994


Security Benefit Life Insurance Company
700 SW Harrison Street
Topeka, KS 66604



Dear Sir/Madam:

In my capacity as Assistant Actuary of the  Actuarial-Life  Product  Development
Department of Security Benefit Life Insurance Company, I have provided actuarial
advice concerning:

     The  preparation  of  the  pre-effective  amendment  Number  1 to  the
     registration  statement  on Form S-6,  filed by Security  Benefit Life
     Insurance  Company with the Securities and Exchange  Commission  under
     the  Securities  Act of 1933 with respect to variable  life  insurance
     policies (the  "Registration  Statement")  and the  preparation of the
     policy forms for the variable life insurance policies described in the
     Registration Statement (the "Policies").

It is my professional opinion that:

     The  illustration  of death  benefits,  cash  values  and  accumulated
     premiums  shown  in the  Appendix  to  the  prospectus,  based  on the
     assumptions  stated in the  illustrations and on two pages immediately
     preceding the illustrations, are consistent with the provisions of the
     Policies.  The rate structure of the Policies has not been designed so
     as to make the relationship between premiums and benefits, as shown in
     the illustrations,  appear to be correspondingly more favorable to the
     prospective  purchaser  of  the  Policies  at  ages  40  and 50 in the
     underwriting  classes  illustrated  than to prospective  purchasers of
     Policies at other ages or underwriting classes.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

KEVIN HOWARD

Kevin Howard, A.S.A.
Assistant Actuary
Actuarial-Life Product Development
Security Benefit Life Insurance Company


<PAGE>
                    Security Benefit Life Insurance Company's
                Description of Issuance, Transfer and Redemption
                       Procedures for Policies Pursuant to
                            Rule 6e-3(T)(b)(12)(iii)


   This document set for the administrative  procedures that will be followed by
Security Benefit Life Insurance Company ("Security  Benefit") in connection with
the  issuance of its Security  Ultimate  Benefit  Policy and  Security  Varilife
Policy  ("Policy"),  the  transfer  of  assets  held  under  a  Policy,  and the
redemption by Policy Owners of their interests in said Policy.1

I.       PURCHASE AND RELATED TRANSACTIONS

   A. Premium Schedules and Underwriting Standards

   Each Policy is a flexible premium variable life insurance policy.  The Policy
provides  lifetime  insurance  protection on the life of the Insured through the
Maturity Date for so long as the Policy is not  surrendered or in default beyond
the grace  period.  A Policy Owner will have two  elections in  determining  the
death benefit payable under a Policy.  First,  the Policy Owner will choose from
two death benefit  qualification tests - the cash value accumulation test or the
guideline  premium test. If the Policy Owner chooses the guideline premium test,
the Policy  also  permits  the  Policy  Owner to choose  from two death  benefit
options,  Option A and Option B. The Policy will be offered and sold pursuant to
an established mortality structure and underwriting standards in accordance with
state insurance laws which prohibit unfair  discrimination  among Policy Owners,
but allow cost of insurance  rates to be based upon factors such as age,  health
or occupation.

   The  minimum  initial  premium to purchase a Policy must be equal to at least
25% of the sum of the  Policy's  monthly  deductions  plus  premium load for the
first  year,  which will be based  upon the  Policy's  Face  Amount and the Age,
smoking  status,  gender,  and  underwriting  class of the Insured.  Thereafter,
subject  to  certain  limitations,  a Policy  Owner may  choose  the  amount and
frequency of premium  payments.  Security Benefit may reduce the minimum initial
premium required under certain circumstances.

   B. Application and Initial Premium Processing

   Upon receipt of a completed  application for a Policy,  Security Benefit will
follow  certain  insurance  underwriting  (i.e,  evaluation of risk)  procedures
designed to determine  whether the proposed  insured is insurable.  This process
may involve verification  procedures and may require that further information be
provided by the applicant before a determination  can be made.  Security Benefit
will  not  become  obligated  under a  Policy  until an  initial  premium  and a
completed   application  has  been  received  by  Security  Benefit,   and  this
underwriting procedure has been completed.

1  Capitalized terms as used herein have the same  meaning as in  the prospectus
   for a Policy.

   After the  Policy is issued,  insurance  coverage  under the  Policy  will be
deemed to have begun as of the Policy Date.  The Policy Date is usually the date
the application is accepted,  or, if later, the date the premium is received and
accepted at Security  Benefit's Home Office. The Policy Date is the date used to
determine Policy Years, Policy Months, and Policy Anniversaries.

   C. Additional Premium Payments

   The Policy is a flexible-premium  policy, and it provides  flexibility to pay
premiums at the Policy Owner's discretion.  When applying for a Policy, a Policy
Owner will determine a Planned Periodic Premium that provides for the payment of
level premiums over a specified period of time. Each Policy Owner will receive a
premium reminder notice on either an annual, semi-annual,  quarterly, or monthly
basis,  at the  option of the Policy  Owner;  however,  the Policy  Owner is not
required to pay Planned Periodic Premiums.

   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.
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.

   D. Premium Allocation

   A Policy Owner may allocate net premiums among the Variable  Accounts  and/or
the Fixed Account.  The initial  allocation  must be made in the application for
the Policy.  During the Free-Look  Period (a limited period of time during which
the Policy  Owner may return and cancel the Policy for a full refund of premiums
paid), all net premiums are allocated to the __________  Variable  Account.  The
Accumulated Value is allocated according to the Policy Owner's  instructions the
later of 15 days after the Policy is issued or 45 days after the  application is
signed,  or, if  longer,  upon  receipt  of the  minimum  initial  premium.  The
Accumulated Value may be allocated to no more than ____ allocation  alternatives
at any time. Those alternatives  currently include seven Variable Accounts and a
Fixed Account.

   Additional  net  premium  payments  will be  allocated  among the  allocation
alternatives  according  to the  Policy  Owner's  instructions.  If the  current
instructions would cause the Accumulated Value to be allocated to more than ____
allocation  alternatives,  the premium  payment  less the  premium  load will be
allocated to the Variable  Accounts and Fixed Account in the same  proportion as
the  Accumulated  Value in  those  accounts.  A  Policy  Owner  may  change  the
allocation  of  Accumulated  Value by  submitting  a proper  written  request to
Security Benefit's Home Office.

   E. Reinstatement

   Security  Benefit  will  reinstate  a  lapsed  Policy  (see  "Policy  Lapse,"
Section III.C.  on page 13 of this document) at any time within five 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 Policy Owner;
(2) evidence of insurability satisfactory to Security Benefit; and (3) a premium
equal to all  monthly  deductions  that  were due and  unpaid  during  the grace
period, payment of a premium at least sufficient to keep the Policy in force for
three  months after the date of  reinstatement,  and payment of any excess sales
load refunded to the Owner at the time the Policy lapsed.

   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;  (1) 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  reinstatement;  (2) 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; and (3) 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
Policy Debt will be allocated among the Variable  Accounts and the Fixed Account
in accordance with the Policy Owner's current premium allocation instructions.

   F. Policy Loans

   A Policy  Owner may borrow from  Security  Benefit an amount up to __% of the
Policy's  Accumulated  Value  allocated  to the  Variable  Accounts  and  __% of
Accumulated  Value  allocated  to the Fixed  Account  and less the amount of any
underwriting  surrender  charge  that  would  be  imposed  if  the  Policy  were
surrendered on the date the loan is taken. The minimum loan that may be taken is
$____. A Policy is the only security required for a loan.

   When a Policy Owner takes a loan, an amount equal to the loan is  transferred
out of the Policy  Owner's  Accumulated  Value in the Variable  Accounts and the
Fixed  Account  on a  proportional  basis,  unless the  Policy  Owner  instructs
Security Benefit otherwise.

   The  interest  rate on  loans is __% a year  for the  first 10 years  and __%
thereafter.  Security Benefit will credit interest monthly on any Policy Debt to
secure the loan at an annual  effective  rate of __%. The Owner may repay all or
part of the loan at any time while the Policy is in force.  If not  repaid,  the
Policy Debt will reduce the amount of death  proceeds paid upon the death of the
Insured, the Cash Surrender 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 Accumulated Value minus Policy Debt 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 __ day  grace
period. Moreover, the Policy may enter the grace period more quickly when a loan
is  outstanding,  because the loaned  amount is not  available to cover  monthly
deductions and charges.

   II. TRANSFER AMONG INVESTMENT DIVISIONS

   The Security Varilife Separate Account (the "Separate Account") is a separate
investment  account of  Security  Benefit  used to support  the  variable  death
benefits and policy values of Security  Benefit's life insurance  policies.  The
Separate Account  currently is made up of seven Variable Account which invest in
shares of a  corresponding  series of the SBL Fund (the "Fund"),  the investment
vehicle of the Separate  Account.  The Fund is registered with the SEC under the
Investment Company Act of 1940 as an open-end  management  investment company of
the  series  type.  The  series  of the  Fund,  each of  which  has a  different
investment  objective,  currently are Series A,  Series B,  Series C,  Series D,
Series E, Series S, and Series J.

   A Policy Owner may allocate  Accumulated Value among the Variable Accounts in
any way he or she chooses.  However,  after the transfer,  the Accumulated Value
may be allocated to no more than ____ allocation alternatives.  No transfers are
allowed during the grace period if the required premium has not been paid. There
is currently no charge  imposed upon  transfers,  and no limit to the number and
frequency of transfers permitted.

   Accumulated  Value may also be transferred from the Variable  Accounts to the
Fixed  Account.  However,  such a transfer  will only be permitted in the Policy
Month  preceding a Policy  Anniversary  except that  Policy  Owners  residing in
Maryland,  Connecticut,  and  Pennsylvania  may make such  transfers at any time
during  the first 18 Policy  Months.  Transfers  from the Fixed  Account  to the
Variable  Accounts are also  permitted,  subject tot he following  restrictions:
(1) the  Policy Owner may not make more than __ transfers from the Fixed Account
to the Variable Accounts in any 12-month period; (2) if a Policy Owner has $____
or more in the Fixed Account, the Policy Owner may not transfer more than __% of
such amount to the Variable Accounts in any year.

   III. REDEMPTION PROCEDURES: SURRENDER AND RELATED TRANSACTIONS

   A. Surrender for Net Cash Surrender Value

   A Policy Owner can obtain a portion of the Net Cash Surrender Value under the
Partial Withdrawal  Benefit.  The Partial Withdrawal Benefit is available on and
after  the  first  Policy  Year.  There  is no limit on the  number  of  Partial
Withdrawals.  There is a $___  withdrawal fee for Partial  Withdrawals.  The fee
will be deducted from the Policy's  Accumulated  Value in the Fixed and Variable
Accounts in the same proportion as the withdrawal.

   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.  If there is any
Policy Debt, the amount that can be withdrawn is also limited to the excess,  if
any, of the Cash Surrender  Value  immediately  prior to the withdrawal over the
result of the Debt divided by __%.

   When a Partial Withdrawal is made on a Policy on which the Owner has selected
the cash value  accumulation  test or the  guideline  premium test death benefit
Option A, the Face 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 Face Amount,  the amount,  if any, by which the
Face Amount exceeds the  difference  between the death benefit and the amount of
the Partial Withdrawal.  A Partial Withdrawal will not change the Face 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.

   A Policy Owner may elect to receive systematic Partial  Withdrawals after the
first  Policy  Year.  He or she may  request a specified  dollar  amount and the
desired frequency of the systematic Partial  Withdrawals,  which may be monthly,
quarterly,  semi-annually  or annually.  Each  systematic  withdrawal must be at
least $___.  The $___  withdrawal  fee is  currently  waived on each  systematic
withdrawal after the first systematic withdrawal. Systematic Partial Withdrawals
will be allocated  proportionately  from the Policy Owner's Accumulated Value in
the Variable Accounts and the Fixed Account.  If a systematic Partial Withdrawal
would  cause  the Net  Cash  Surrender  Value to fall  below  $___,  the  amount
withdrawn  will be  reduced  to the  amount  available  and  systematic  Partial
Withdrawals will automatically  terminate.  The Policy Owner will be notified of
the termination.  Systematic  Partial  Withdrawals may be stopped or modified by
the Policy Owner upon proper  written  request  received by Security  Benefit at
least 30 days in advance.

   A Policy Owner may  surrender the Policy while the Policy is in force for its
Net Cash  Surrender  Value.  If the Policy is  surrendered in the first __ years
following  its  issuance,  the Policy Owner will also receive a refund of excess
sales load deducted from premium paid, if any.

   B. Death Claims

   Upon  the  death  of the  Insured,  Security  Benefit  will  pay  to a  named
Beneficiary death benefit proceeds, either in a lump sum or under a payment plan
offered  under the Policy.  The  proceeds  will be the death  benefit  under the
Policy reduced by adjustments for any outstanding Policy Debt.

   Under the guideline premium death benefit  qualification  test Option A,  the
death  benefit  will be equal to the Face  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  Face  Amount  of the  Policy  plus  the
Accumulated  Value,  or if  greater,  Accumulated  Value  multiplied  by a death
benefit percentage.  The specified  percentages vary according to the age of the
Insured,  and  are  shown  in a  table  in the  Policy.  Under  the  cash  value
accumulation death benefit  qualification  test, the death benefit will be equal
to the Face Amount or, if greater,  the  Accumulated  Value  divided by the "net
single  premium"  that would  purchase one dollar of future  benefits  under the
Policy.  Generally,  the cash value  accumulation  test  requires that under the
terms of a life insurance  policy,  the death benefit must be sufficient so that
the cash surrender  value, as defined in  Section 7702  of the Internal  Revenue
Code,  does not at any time exceed the net single  premium  required to fund the
future benefits under the policy.  The net single premiums under the Policy vary
according to the Age, sex, and underwriting  classification of the Insured,  and
the resulting death benefit  determined by using the net single premiums will be
at least equal to the amount required for the Policy to be deemed life insurance
under  Section 7702  of the Internal  Revenue  Code.  The net single  premium is
calculated  using a ___ percent interest rate, or if higher,  the  contractually
guaranteed interest rate and using mortality charges specified in the prevailing
insurance commissioners standard tables as of the time the Policy is issued.

   A Policy Owner may request an increase or decrease in the Face Amount under a
Policy  subject to approval from Security  Benefit.  A change in Face Amount may
only be made once per year  after the fifth  Policy  Year.  A  decrease  in face
amount may only be made after the fifth Policy  Year,  or after the fifth Policy
Year  following the last  increase in Face Amount.  Such a change may change the
death  benefit,  depending,  among other things,  upon the death benefit under a
Policy exceeds the Face Amount prior to the change.  A change in the Face Amount
may  affect  the net  amount at risk  under a Policy,  which may affect a Policy
Owner's cost of insurance charge. For these purposes,  the net amount at risk is
equal to the death benefit less the Policy Owner's Accumulated Value.

   Any  request  for a change in Face  Amount  must be in  writing  at  Security
Benefit's  Home  Office.  In the case of a request for an  increase,  additional
evidence of insurability satisfactory to Security Benefit will also be required.

   C. Policy Lapse

   If the  Accumulated  Value less  Policy Debt of a Policy is  insufficient  to
cover  deductions and charges on a Monthly Payment Date,  Security  Benefit will
give  written  notice to the Policy  Owner that is an amount shown in the notice
(which will be  sufficient  to cover the  deduction  amount(s)  due) is not paid
within __ days (the "grace  period"),  the Policy Owner faces a danger of lapse.
The Policy will remain in force through the grace  period,  but if no payment is
forthcoming, it will terminate at the end of the grace period. In order to avoid
termination, the Policy Owner must pay an amount equal to three time the charges
and  deductions  due on the  monthly  payment  date in which  the  insufficiency
occurred.  If the Policy  terminates  at the end of the grace period  during the
first two years following  issuance of the Policy,  Security Benefit will refund
excess sales load deducted from premiums paid, if any.

   If the required payment is made during the grace period, such payment will be
allocated  among the Variable  Accounts and the Fixed Account in accordance with
the Policy Owner's allocation instructions. 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  charges  due,  any  Policy  Debt  and any  sales  load
previously refunded.

   A lapsed Policy may be reinstated at any time within five years after the end
of  the  grace  period  but  before  the  Maturity  Date.  See  "Reinstatement,"
Section I.E. on page 5 of this document.

   C. Policy Loans

   See Section I.F. on page 6 of this document.


<PAGE>
                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our reports  dated  February 5, 1999,  with  respect to the  consolidated
financial  statements  of  Security  Benefit  Corp.  and  Subsidiaries  and  the
financial   statements  of  Security   Varilife  Separate  Account  included  in
Post-Effective   Amendment  No.  5  to  the  Registration  Statement  under  the
Securities  Act of  1933  (Registration  No.  33-77322)  on  Form  S-6  for  the
Prospectus of Security Elite Benefit Flexible Premium Variable Insurance Policy.

                                                               Ernst & Young LLP

Kansas City, Missouri
March 1, 1999


<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS   )
                  ) ss.
COUNTY OF SEDGWICK)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and  any SECURITY  VARILIFE  SEPARATE ACCOUNT (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.


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

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

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Life Contracts offered,  issued or sold by
SECURITY  BENEFIT LIFE  INSURANCE  COMPANY  and any SECURITY  VARILIFE  SEPARATE
ACCOUNT  (SECURITY  ELITE BENEFIT) with like effect as though said  Registration
Statements and other documents had been signed and filed personally by me in the
capacity aforesaid.  Each of the aforesaid attorneys acting alone shall have all
the powers of all of said  attorneys.  I hereby  ratify and confirm all that the
said attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of January, 1999. 

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

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

                                                       JULIA A. SMRHA
                                           -------------------------------------
                                                       Notary Public
My Commission Expires:

       7/8/2000
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.

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

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

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                     Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Steven J. Douglass,  being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

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

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

                                                      NANCY A. LEWIS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       10/16/99
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY and any SECURITY VARILIFE SEPARATE ACCOUNT (SECURITY ELITE BENEFIT) with
like effect as though said Registration  Statements and other documents had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 19th day of January, 1999.
               
                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of January, 1999.

                                                      W. W. HANNA
                                           -------------------------------------
                                                      W. W. Hanna

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

                                                   CAROLYN R. SOUDERS
                                           -------------------------------------
                                                     Notary Public
My Commission Expires:

       7/21/99
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF FLORIDA  )
                  ) ss.
COUNTY OF PINELLAS)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 27th day of January, 1999.

                                                      PAMELA MURRAY
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/2/2000
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF DOUGLAS)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of January, 1999.

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

SUBSCRIBED AND SWORN to before me this 25th day of January, 1999.

                                                    ANNETTE E. CRIPPS
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       7/8/2001
- ----------------------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of January, 1999.

                                                    FRANK C. SABATINI
                                           -------------------------------------
                                                    Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 21st day of January, 1999.

                                                    PATRICIA A. CLARK
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       3/5/2002
- -----------------------
<PAGE>
                                POWER OF ATTORNEY

STATE OF KANSAS  )
                 ) ss.
COUNTY OF SHAWNEE)

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Life Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE
INSURANCE  COMPANY and any SECURITY  VARILIFE  SEPARATE ACCOUNT  (SECURITY ELITE
BENEFIT)  with like  effect as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of January, 1999.

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

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

                                                    NANCY G. DEBACKER
                                           -------------------------------------
                                                      Notary Public
My Commission Expires:

       12/15/99
- -----------------------


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