PARKSTONE VARIABLE ANNUITY ACCOUNT
485APOS, 1997-10-02
Previous: PARKSTONE VARIABLE ANNUITY ACCOUNT, 497, 1997-10-02
Next: IVEX PACKAGING CORP /DE/, 424B4, 1997-10-02




<PAGE>
                                                              File No.  33-65654
                                                              File No.  811-7624
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             |_|
         Pre-Effective Amendment No.                                |_|
                                       ---------
         Post-Effective Amendment No.     5                         |X|
                                       --------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     |_|
         Amendment No.      7                                       |X|
                         ------
                        (Check appropriate box or boxes)

                           PARKSTONE VARIABLE ANNUITY
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

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

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

                                                                   Copies to:

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

It is proposed that this filing will become effective:

|_| immediately  upon filing pursuant to paragraph (b)

|_| on December 1, 1997, pursuant to paragraph (b)

|_| 60 days after filing pursuant to paragraph  (a)(1)

|X| on December 1, 1997,  pursuant to paragraph (a)(1)

|_| 75 days after filing pursuant to paragraph  (a)(2)

|_| on December 1, 1997,  pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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

Pursuant to  Regulation  270.24f-2 of the  Investment  Company Act of 1940,  the
Registrant  has elected to  register an  indefinite  number of  securities.  The
Registrant filed the Notice required by 24f-2 on February 25, 1997.

<PAGE>

                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                                   PROSPECTUS CAPTION

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

  2.   Definitions..............................   Definitions

  3.   Synopsis.................................   Summary; Expense Table;
                                                   Contractual Expenses;
                                                   Separate Account Annual
                                                   Expenses; Annual Mutual Fund
                                                   Expenses After Expense
                                                   Limitation

  4.   Condensed Financial Information

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

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

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

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

       (a) Depositor............................   Security Benefit Life
                                                   Insurance Company;
                                                   Information about Security
                                                   Benefit, the Separate
                                                   Account, and The Trust

       (b) Registrant...........................   Separate Account; Information
                                                   about Security Benefit, the
                                                   Separate Account, and The
                                                   Mutual Funds

<PAGE>

ITEM OF FORM N-4                                   PROSPECTUS CAPTION

       (c) Portfolio Company....................   Information about Security
                                                   Benefit, the Separate
                                                   Account, and The  Mutual
                                                   Funds;  The Mutual Funds;
                                                   Parkstone Bond Fund;
                                                   Parkstone Mid Capitalization
                                                   Fund; Parkstone International
                                                   Discovery Fund; Parkstone
                                                   Small Capitalization Fund;
                                                   Colonial U.S. Stock Fund,
                                                   Variable Series; Colonial
                                                   Strategic Income Fund,
                                                   Variable Series; Newport
                                                   Tiger Fund, Variable Series;
                                                   Money Market Series; Global
                                                   Aggressive Bond Series;
                                                   Equity Income Series; Social
                                                   Awareness Series; The
                                                   Investment Advisers 

       (d) Fund Prospectus......................   The Mutual Funds

       (e) Voting Rights........................   Voting of Mutual Fund Shares

       (f) Administrators.......................   Security Benefit Life
                                                   Insurance Company

  6.   Deductions and Expenses

       (a) General..............................   Charges and Deductions; Other
                                                   Charges; Administrative 
                                                   Charge; Mortality and Expense
                                                   Risk Charge; Premium Tax 
                                                   Charge; Guarantee of Certain
                                                   Charges

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

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

       (d) Commissions..........................   N/A

       (e) Fund Expenses........................   Mutual Fund Expenses

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

  7.   General Description of Contracts

       (a) Persons with Rights..................   The Contract; Ownership;
                                                   Joint Owners; Contingent
                                                   Owner; Contract Benefits; The
                                                   Fixed Account

<PAGE>

ITEM OF FORM N-4                                   PROSPECTUS CAPTION

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

            (ii) Transfers......................   Transfers of Contract Value;
                                                   Telephone Transfer 
                                                   Privileges; Dollar Cost
                                                   Averaging Option; Asset
                                                   Reallocation Option

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

       (c) Changes..............................   Substitution of Investments;
                                                   Changes to Comply with Law
                                                   and Amendments

       (d) Inquiries............................   Contacting Security Benefit

  8.   Annuity Period...........................   Annuity Period; General
                                                   Annuity Options; Option 1;
                                                   Option 2; Option 3; Option 4;
                                                   Option 5; Option 6; Option 7;
                                                   Option 8; Selection of an
                                                   Option

  9.   Death Benefit............................   Death Benefit

10.    Purchases and Contract Value

       (a) Purchases............................   The Contract; General;
                                                   Application for a Contract;
                                                   Purchase Payments; Dollar
                                                   Cost Averaging Option

       (b) Valuation............................   Contract Value; Determination
                                                   of Contract Value; Transfers
                                                   of Contract Value; Interest

       (c) Daily Calculation....................   Determination of Contract
                                                   Value

       (d) Underwriter..........................   Security Benefit Life
                                                   Insurance Company

11.    Redemptions

       (a) - By Owners..........................   Full and Partial Withdrawals;
                                                   Systematic Withdrawals;
                                                   Loans; Payments from the
                                                   Separate Account; Payments
                                                   from the Fixed Account;
                                                   Restrictions on Withdrawals
                                                   from Qualified Plans

           - By Annuitant.......................   Annuity Options

       (b) Texas ORP............................   N/A

<PAGE>

ITEM OF FORM N-4                                   PROSPECTUS CAPTION

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

       (d) Lapse................................   Full and Partial Withdrawals

       (e) Free Look............................   Free-Look Right

12.    Taxes....................................   Federal Tax Matters;
                                                   Introduction; Tax Status of
                                                   Security Benefit and the
                                                   Separate Account; General;
                                                   Diversification Standards;
                                                   Taxation of Annuities in
                                                   General -- Non-Qualified
                                                   Plans; Surrenders or
                                                   Withdrawals Prior to the
                                                   Annuity Start Date;
                                                   Surrenders or Withdrawals on
                                                   or after Annuity Start Date;
                                                   Penalty Tax on Certain
                                                   Surrenders and Withdrawals;
                                                   Additional Considerations;
                                                   Distribution-at-Death Rules;
                                                   Gift of Annuity Contracts;
                                                   Contracts Owned by Non-
                                                   Natural Persons; Multiple
                                                   Contract Rule; Qualified
                                                   Plans

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

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

                                     PART B

ITEM OF FORM N-4                                   STATEMENT OF ADDITIONAL
                                                   INFORMATION CAPTION

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

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

17.    General Information and History..........   N/A

18.    Services

       (a) Fees and Expenses of Registrant......   N/A

       (b) Management Contracts.................   N/A

       (c) Custodian............................   N/A

           Independent Public Accountant........   Experts

<PAGE>

ITEM OF FORM N-4                                   STATEMENT OF ADDITIONAL
                                                   INFORMATION CAPTION

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

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

       (f) Principal Underwriter................   N/A

19.    Purchase of Securities Being Offered.....   Distribution of the Contract

20.    Underwriters.............................   Distribution of the Contract

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

22.    Annuity Payments.........................   N/A

23.    Financial Statements.....................   Financial Statements

<PAGE>

PARKSTONE VARIABLE ANNUITY

PROSPECTUS

NOVEMBER 30, 1997



[SBG LOGO]


<PAGE>

   
                              SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED OCTOBER 1, 1997

                      PARKSTONE ADVANTAGE VARIABLE ANNUITY
    

                      INDIVIDUAL FLEXIBLE PURCHASE PAYMENT
                       DEFERRED VARIABLE ANNUITY CONTRACT

              ISSUED BY:                               MAILING ADDRESS:
  SECURITY BENEFIT LIFE INSURANCE COMPANY   PARKSTONE ADVANTAGE CUSTOMER SERVICE
  700 SW HARRISON STREET                    157 S. KALAMAZOO MALL
  TOPEKA, KANSAS 66636-0001                 P.O. BOX 50551
  1-800-355-4555                            KALAMAZOO, MICHIGAN 49005-0551
- --------------------------------------------------------------------------------

     This  Prospectus  describes  Parkstone  Variable  Annuity -- an  individual
flexible  purchase payment  deferred  variable annuity contract (the "Contract")
offered by Security Benefit Life Insurance  Company  ("Security  Benefit").  The
Contract is available for  individuals as a non-tax  qualified  retirement  plan
("Non-Qualified  Plan") or in connection  with a retirement plan qualified under
Section  401,  403(b),  408, or 457 of the  Internal  Revenue  Code  ("Qualified
Plan").  Two  types  of the  Contract  are  offered:  one for  individuals  (the
"Individual   Contracts")   and  one  for  trusts  and  customers  of  financial
institutions'  trust  departments  (the  "Trust  Contracts").  The  Contract  is
designed to give Contractowners flexibility in planning for retirement and other
financial goals.

   
     During the Accumulation  Period, the Contract provides for the accumulation
of a  Contractowner's  value on either a variable basis, a fixed basis, or both.
The Contract  also  provides  several  options for annuity  payments on either a
variable  basis,  a fixed basis,  or both to begin on a future date. The minimum
initial  purchase  payment  is  $5,000  ($50 if made  pursuant  to an  Automatic
Investment  Program) to purchase an  Individual  Contract in  connection  with a
Non-Qualified  Plan,  $2,000 ($50 if made  pursuant to an  Automatic  Investment
Program) to purchase an Individual  Contract in connection with a Qualified Plan
and $50,000 to  purchase a Trust  Contract.  Subsequent  purchase  payments  are
flexible,  though they must be for at least  $2,000 ($50 if made  pursuant to an
Automatic  Investment  Program) for an Individual Contract or $5,000 for a Trust
Contract.  Purchase payments may be allocated at the Contractowner's  discretion
to one or more of the Subaccounts  that comprise a separate  account of Security
Benefit called the Parkstone Variable Annuity Account (the "Separate  Account"),
or to the Fixed Account of Security Benefit. The Subaccounts are listed below.

     Parkstone Bond Subaccount
     Parkstone Mid Capitalization Subaccount
     Parkstone Small Capitalization Subaccount
     Parkstone International Discovery Subaccount
     Colonial U.S. Stock Subaccount
     Colonial Strategic Income Subaccount
     Newport Tiger Subaccount
     SBL Money Market Subaccount
     Lexington Global Aggressive Bond Subaccount
     T. Rowe Price Equity Income Subaccount
     SBL Social Awareness Subaccount

The Contract  Value in the Fixed Account will accrue  interest at rates that are
paid by Security Benefit as described in "The Fixed Account," page 25.
    

     The Contract Value in the  Subaccounts  under a Contract will vary based on
investment performance of the Subaccounts

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

   
     THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT  PROSPECTUS FOR THE PARKSTONE
ADVANTAGE FUND, KEYPORT VARIABLE INVESTMENT TRUST AND SBL FUND. ALL PROSPECTUSES
SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.
    

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

   
- --------------------------------------------------------------------------------
INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
    
- --------------------------------------------------------------------------------

   
DATE:  NOVEMBER 30, 1997
    

                                        1

<PAGE>

to which the Contract Value is allocated. No minimum amount of Contract Value is
guaranteed.

     A Contract may be returned  according to the terms of its  Free-Look  Right
(see "Free-Look Right," page 20).

   
     This Prospectus concisely sets forth information about the Contract and the
Separate  Account  that a  prospective  investor  should know before  investing.
Certain  additional  information  is  contained in a  "Statement  of  Additional
Information,"  dated November 30, 1997, which has been filed with the Securities
and Exchange Commission (the "SEC"). The Statement of Additional Information, as
it may be supplemented from time to time, is incorporated by reference into this
Prospectus and is available at no charge,  by writing Security Benefit at 700 SW
Harrison Street,  Topeka,  Kansas 66636-0001 or by calling  1-800-355-4555.  The
table of contents of the  Statement of  Additional  Information  is set forth on
page 36 of this Prospectus.
    

                                       2

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

DEFINITIONS................................................................    6
   
SUMMARY....................................................................    7
   Purpose of the Contract.................................................    7
   The Separate Account and the Mutual Fund................................    7
   Fixed Account...........................................................    7
   Purchase Payments.......................................................    7
   Contract Benefits.......................................................    7
   Free-Look Right.........................................................    8
   Charges and Deductions..................................................    8
     Contingent Deferred Sales Charge......................................    8
     Mortality and Expense Risk Charge.....................................    8
     Administrative Charge.................................................    8
     Premium Tax Charge....................................................    8
     Other Expenses........................................................    9
   Contacting Security Benefit.............................................    9
    
EXPENSE TABLE..............................................................    9
   Contractual Expenses....................................................    9
   Separate Account Annual Expenses........................................    9
   Annual Mutual Fund Expenses After Expense Limitation....................    9
CONDENSED FINANCIAL INFORMATION............................................   12
   
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE 
  MUTUAL FUNDS.............................................................   14
   Security Benefit Life Insurance Company.................................   14
   Separate Account........................................................   14
   The Mutual Funds........................................................   14
     Parkstone Bond Fund...................................................   14
     Parkstone Mid Capitalization Fund.....................................   14
     Parkstone International Discovery Fund................................   15
     Parkstone Small Capitalization Fund...................................   15
     Colonial U.S. Stock Fund, Variable Series.............................   15
     Colonial Strategic Income Fund, Variable Series.......................   15
     Newport Tiger Fund, Variable Series...................................   15
     Money Market Series (Series C)........................................   15
     Global Aggressive Bond Series (Series K)..............................   15
     Equity Income Series (Series O).......................................   15
     Social Awareness Series (Series S)....................................   15
   The Investment Advisers.................................................   15
    
THE CONTRACT...............................................................   16
   General.................................................................   16
   Application for a Contract..............................................   16
   Purchase Payments.......................................................   16
   Allocation of Purchase Payments.........................................   16
   Dollar Cost Averaging Option............................................   17
   Asset Reallocation Option...............................................   17
   Transfers of Contract Value.............................................   18
   Contract Value..........................................................   18
   Determination of Contract Value.........................................   18
   Full and Partial Withdrawals............................................   19
   Systematic Withdrawals..................................................   19
   Free-Look Right.........................................................   20
   Death Benefit...........................................................   20

                                       3

<PAGE>

                                                                            Page

CHARGES AND DEDUCTIONS.....................................................   21
   Contingent Deferred Sales Charge........................................   21
     Hospital/Nursing Home Waiver..........................................   22
   Mortality and Expense Risk Charge.......................................   22
   
   Administrative Charge...................................................   22
   Premium Tax Charge......................................................   22
    
   Other Charges...........................................................   22
   Variations in Charges...................................................   23
   Guarantee of Certain Charges............................................   23
   Mutual Fund Expenses....................................................   23
ANNUITY PERIOD.............................................................   23
   General.................................................................   23
   Annuity Options.........................................................   24
     Option 1--Life Income.................................................   24
     Option 2--Life Income with Guaranteed Payments of 5, 10, 15 or
       20 Years............................................................   24
     Option 3--Life with Installment Refund Option.........................   24
     Option 4--Joint and Last Survivor.....................................   24
     Option 5--Payments for a Specified Period.............................   24
     Option 6--Payments of a Specified Amount..............................   24
     Option 7--Period Certain..............................................   24
     Option 8--Joint and Contingent Survivor Option........................   24
     Value of Variable Annuity Payments:  Assumed Interest Rate............   24
   Selection of an Option..................................................   25
THE FIXED ACCOUNT..........................................................   25
   Interest................................................................   25
   Death Benefit...........................................................   25
   Contract Charges........................................................   25
   Transfers and Withdrawals...............................................   26
   Payments from the Fixed Account.........................................   26
MORE ABOUT THE CONTRACT....................................................   26
   Ownership...............................................................   26
     Joint Owners..........................................................   26
   Designation and Change of Beneficiary...................................   26
   Participating...........................................................   26
   Payments from the Separate Account......................................   26
   Proof of Age and Survival...............................................   27
   Misstatements...........................................................   27
   Loans...................................................................   27
   Restrictions on Withdrawals from Qualified Plans........................   28
   Restrictions on Withdrawals from 403(b) Programs........................   28
FEDERAL TAX MATTERS........................................................   28
   Introduction............................................................   28
   Tax Status of Security Benefit and the Separate Account.................   29
     General...............................................................   29
     Charge for Security Benefit Taxes.....................................   29
     Diversification Standards.............................................   29
   Taxation of Annuities in General - Non-Qualified Plans..................   29
     Surrenders or Withdrawals Prior to the Annuity Start Date.............   29
     Surrenders or Withdrawals on or after Annuity Start Date..............   30
     Penalty Tax on Certain Surrenders and Withdrawals.....................   30
   Additional Considerations...............................................   30
     Distribution-at-Death Rules...........................................   30
     Gift of Annuity Contracts.............................................   30
     Contracts Owned by Non-Natural Persons................................   30
     Multiple Contract Rule................................................   31

                                       4

<PAGE>

                                                                            Page

   Qualified Plans.........................................................   31
     Section 401...........................................................   31
     Section 403(b)........................................................   32
     Section 408...........................................................   32
     Section 457...........................................................   33
     Tax Penalties.........................................................   33
     Withholding...........................................................   33
OTHER INFORMATION..........................................................   34
   Voting of Mutual Fund Shares............................................   34
   Substitution of Investments.............................................   34
   Changes to Comply with Law and Amendments...............................   35
   Reports to Owners.......................................................   35
   Telephone Transfer Privileges...........................................   35
   Legal Proceedings.......................................................   35
   Legal Matters...........................................................   35
PERFORMANCE INFORMATION....................................................   35
ADDITIONAL INFORMATION.....................................................   36
   Registration Statement..................................................   36
   Financial Statements....................................................   36
STATEMENT OF ADDITIONAL INFORMATION........................................   36

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

                                       5

<PAGE>

DEFINITIONS

Various terms commonly used in this Prospectus are defined as follows:

     ACCUMULATION  PERIOD -- The  period  commencing  on the  Contract  Date and
ending  on the  Annuity  Start  Date  or,  if  earlier,  when  the  Contract  is
terminated, either through a full withdrawal,  payment of charges, or payment of
the death benefit proceeds.

   
     ACCUMULATION  UNIT -- A unit of measure  used to  calculate  the value of a
Contractowner's  interest in a Subaccount during the Accumulation  Period. It is
also used to calculate variable annuity payments for Annuity Options 5 and 6.

     ANNUITANT -- The person or persons on whose life annuity payments depend or
designated to receive  annuity  payments.  If Joint  Annuitants are named in the
Contract, "Annuitant" means both Annuitants unless otherwise stated.

     ANNUITY -- A series of periodic  annuity  payments made by Security Benefit
to an Annuitant,  Joint Annuitant, or Beneficiary during the period specified in
the Annuity Option.
    

     ANNUITY OPTIONS -- Options under the Contract that prescribe the provisions
under which a series of annuity payments are made.

     ANNUITY PERIOD -- The period during which annuity payments are made.

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

   
     AUTOMATIC  INVESTMENT  PROGRAM  -- A  program  pursuant  to which  purchase
payments are automatically paid from the owner's bank account on a specified day
of the month, on a monthly,  quarterly,  semiannual or annual basis, or a salary
reduction arrangement.
    

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

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

     CONTRACTOWNER OR OWNER -- The person entitled to the ownership rights under
the Contract and in whose name the Contract is issued.

     CONTRACT VALUE -- The total value of the amounts in a Contract allocated to
the  Subaccounts  of the Separate  Account and the Fixed  Account as well as any
amount set aside in the Fixed Account to secure loans as of any Valuation Date.

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

   
     DESIGNATED BENEFICIARY -- The person having the right to the death benefit,
if any,  payable upon the death of the Owner during the  Accumulation  Period is
the first person on the  following  list who is alive on the date of the Owner's
death: the Owner;  Joint Owner;  Primary  Beneficiary;  Contingent  Beneficiary;
Annuitant; or if none of the above are alive, the Owner's Estate. For a Contract
issued prior to December 1, 1997, the Designated Beneficiary is the first person
on the following list who is alive on the date of the Owner's death: the Primary
Beneficiary;  Contingent Beneficiary;  Owner; Joint Owner; Annuitant; or if none
of the above are alive, the Owner's estate.

     FIXED  ACCOUNT -- An account  that is part of  Security  Benefit's  General
Account  in  which  all or a  portion  of the  Contract  Value  may be held  for
accumulation  at fixed rates of interest (which may not be less than 3.0 percent
or for  Contracts  issued prior to December 1, 1997,  3.5  percent)  declared by
Security Benefit periodically at its discretion.

     FULL WITHDRAWAL  VALUE -- The amount a Contractowner  may receive upon full
withdrawal of the Contract, which is equal to Contract Value less any applicable
contingent deferred sales charge, any premium taxes and any Contract Debt.
    

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

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

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

     MUTUAL FUNDS -- The Parkstone  Advantage Fund, Liberty Variable  Investment
Trust and SBL Fund.  Each  Mutual  Fund is a  diversified,  open-end  management
investment company commonly referred to as a mutual fund.
    

     PURCHASE  PAYMENT -- The amounts paid to Security  Benefit as consideration
for the Contract.

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

     SEPARATE  ACCOUNT -- The Parkstone  Variable  Annuity  Account.  A separate
account  of  Security  Benefit  that  consists  of  accounts,   referred  to  as
Subaccounts,  each of which  invests in a  separate  Series of one of the Mutual
Funds.

     SUBACCOUNT -- A Subaccount of the Separate  Account of Security  Benefit to
which the  Contract  Value under the  Contract  may be  allocated  for  variable
accumulation. Currently, eleven Subaccounts are available under the Contract.

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

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

                                       6

<PAGE>

SUMMARY

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

PURPOSE OF THE  CONTRACT

   
     The individual flexible purchase payment deferred variable annuity contract
("the Contract") described in this Prospectus is designed to give Contractowners
flexibility in planning for retirement and other financial  goals.  The Contract
provides for the  accumulation  of values on a variable basis, a fixed basis, or
both,  during the  Accumulation  Period and provides several options for annuity
payments on a variable  basis, a fixed basis, or both.  During the  Accumulation
Period, an Owner can pursue various  allocation  options by allocating  purchase
payments to the Subaccounts of the Separate Account or to the Fixed Account. See
"The Contract," page 16.
    

     The  Contract is eligible for  purchase as a non-tax  qualified  retirement
plan for an individual ("Non-Qualified Plan"). The Contract is also eligible for
an individual in connection  with a retirement plan qualified under Section 401,
403(b),  408, or 457 of the  Internal  Revenue Code of 1986,  as amended.  These
plans are sometimes referred to in this Prospectus as "Qualified Plans."

THE SEPARATE ACCOUNT AND THE MUTUAL FUND

   
     Purchase  payments  designated  to  accumulate  on  a  variable  basis  are
allocated to the Separate Account. See "Separate Account," page 14. The Separate
Account is currently  divided into eleven  accounts  referred to as Subaccounts.
Each  Subaccount  invests  exclusively  in shares of a  corresponding  portfolio
("Series") of one of the Parkstone  Advantage Fund, Liberty Variable  Investment
Trust and SBL Fund (the "Mutual Funds"). The Series of the Mutual Funds, each of
which  Series has a different  investment  objective or  objectives,  are listed
under the respective Mutual Funds below.

PARKSTONE ADVANTAGE FUND
     Parkstone Bond Fund
     Parkstone Mid Capitalization Fund (formerly Equity)
     Parkstone Small Capitalization Fund
     Parkstone International Discovery Fund

LIBERTY VARIABLE INVESTMENT TRUST
     Colonial U.S. Stock Fund, Variable Series
     Colonial Strategic Income Fund, Variable Series
     Newport Tiger Fund, Variable Series

SBL FUND
     Money Market Series (Series C)
     Global Aggressive Bond Series (Series K)
     Equity Income Series (Series O)
     Social Awareness Series (Series S)

See "The Mutual Funds," page 14.  Amounts held in a Subaccount  will increase or
decrease  in  dollar  value  depending  on  the  investment  performance  of the
corresponding  Series of the Mutual Fund in which such Subaccount  invests.  The
Contractowner bears the investment risk for amounts allocated to a Subaccount of
the Separate Account.
    

FIXED ACCOUNT

   
     Purchase  payments  designated  to  accumulate  on a  fixed  basis  may  be
allocated  to the Fixed  Account,  which is part of Security  Benefit's  General
Account.  Amounts  allocated  to  the  Fixed  Account  earn  interest  at  rates
determined at the  discretion of Security  Benefit and that are guaranteed to be
at least an  effective  annual rate of 3.0 percent  (3.5  percent for  Contracts
issued prior to December 1, 1997). See "The Fixed Account," page 25.
    

PURCHASE  PAYMENTS

     The minimum initial  purchase payment is $5,000 ($50 if made pursuant to an
Automatic  Investment  Program) for an Individual  Contract issued in connection
with a  Non-Qualified  Plan,  $2,000  ($50  if  made  pursuant  to an  Automatic
Investment  Program) for an  Individual  Contract  issued in  connection  with a
Qualified Plan and $50,000 for a Trust Contract.  Thereafter,  the Contractowner
may choose the  amount and  frequency  of  purchase  payments,  except  that the
minimum  subsequent  purchase  payment  is $2,000  ($50 if made  pursuant  to an
Automatic  Investment  Program) for an Individual Contract or $5,000 for a Trust
Contract.

CONTRACT  BENEFITS

   
     During the  Accumulation  Period,  Contract Value may be transferred by the
Contractowner  among the Subaccounts of the Separate Account and to and from the
Fixed  Account,  subject to certain  restrictions  as described in "Transfers of
Contract  Value," page 18.

     At any time before the Annuity  Start Date, a Contract  may be  surrendered
for its Full Withdrawal  Value, and partial  withdrawals,  including  systematic
withdrawals, may be taken from the Contract Value. Full and partial withdrawals,
including  systematic  withdrawals,  from Individual Contracts may result in the
deduction  of  a  contingent  deferred  sales  charge.  See  "Full  and  Partial
Withdrawals,"   page  19  and  "Systematic   Withdrawals,"   page  19  for  more
information, including the possible charges and tax consequences associated with
full and partial withdrawals.

     The  Contract  provides  for a death  benefit  upon the  death of the Owner
during  the  Accumulation   Period.  See  "Death  Benefit,"  page  20  for  more
information.  The  Contract
    
                                       7

<PAGE>

   
provides for several  Annuity Options on either a variable basis, a fixed basis,
or both. Payments under the fixed Annuity Options will be guaranteed by Security
Benefit. See "Annuity Period," page 23.
    

FREE-LOOK  RIGHT

   
     An Owner may return a Contract to  Security  Benefit  within the  Free-Look
Period,  which is generally a ten-day  period  beginning when the Owner receives
the Contract.  In this event, Security Benefit will refund to the Owner purchase
payments  allocated  to  the  Fixed  Account  plus  the  Contract  Value  in the
Subaccounts.  Security  Benefit will refund purchase  payments  allocated to the
Subaccounts  rather than the Contract  Value in those  states and  circumstances
where it is required to do so.
    

CHARGES AND DEDUCTIONS

     Security  Benefit does not make any deductions for sales load from purchase
payments before  allocating them to the Contract Value.  Certain charges will be
deducted in connection with the Contract.

CONTINGENT DEFERRED SALES CHARGE

   
     A  contingent  deferred  sales  charge  (which also may be referred to as a
withdrawal  charge) may be  assessed  by  Security  Benefit on a full or partial
withdrawal,  including a  systematic  withdrawal,  from an  Individual  Contract
during  the   Accumulation   Period  to  the  extent  the  amount  withdrawn  is
attributable to purchase  payments made. The withdrawal charge will be waived on
the FIRST  withdrawal in a Contract Year to the extent that such withdrawal does
not exceed 10 percent of the Contract Value on the date of the withdrawal ("Free
Withdrawal  Privilege").  If a  second  or  subsequent  withdrawal  in the  same
Contract Year is made, a withdrawal  charge may be assessed on the entire amount
withdrawn. The withdrawal charge will be waived on systematic withdrawals to the
extent that  systematic  withdrawals  during the Contract  Year do not exceed 10
percent of the Contract Value on the date of the first systematic  withdrawal in
any Contract Year. If a partial withdrawal and a systematic withdrawal are taken
in the same  Contract  Year,  the Free  Withdrawal  Privilege  will apply to the
partial  withdrawal  only  if  it  occurs  earlier  than  the  first  systematic
withdrawal  in that  Contract  Year.  The amount of the  withdrawal  charge will
depend upon the number of years that a purchase  payment has  remained  credited
under the Contract, as follows:

                                              For Contracts
                                             Issued Prior to
  Age of Purchase        Withdrawal          December 1, 1997
 Payment in Years          Charge           Withdrawal Charge
- --------------------    --------------     ---------------------

         1                   7%                     5%
         2                   6%                     5%
         3                   5%                     5%
         4                   4%                     5%
         5                   3%                     4%
         6                   2%                     3%
         7                   1%                     2%
         8                   0%                     0%

     In no event will the  amount of any  withdrawal  charge,  when added to any
such charge previously  assessed against any amount withdrawn from the Contract,
exceed 7 percent (for Contracts  issued prior to December 1, 1997, 5 percent) of
the purchase payments paid under a Contract.  This charge is not assessed upon a
full or partial withdrawal from a Trust Contract. See "Contingent Deferred Sales
Charge," page 21.

MORTALITY AND EXPENSE RISK CHARGE

     Security  Benefit deducts a daily charge from the assets of each Subaccount
for  mortality  and expense  risks equal to an annual rate of 1.25  percent (1.2
percent  during  Annuity  Options  1  through  4, 7 and 8) of each  Subaccount's
average daily net assets that fund the  Individual  Contracts and .65 percent of
each  Subaccount's  average daily net assets that fund the Trust Contracts.  See
"Mortality and Expense Risk Charge," page 22.

ADMINISTRATIVE CHARGE

     Security Benefit deducts a daily  administrative  charge equal to an annual
rate of .15 percent (0 percent during  Annuity  Options 1 through 4, 7 and 8) of
each  Subaccount's  average daily net assets that fund the Individual  Contracts
and .05  percent of each  Subaccount's  average  daily net assets  that fund the
Trust Contracts. See "Administrative Charge," page 22.

PREMIUM TAX CHARGE

     Security  Benefit assesses a premium tax charge to reimburse itself for any
premium  taxes  that  it  incurs.  This  charge  will  usually  be  deducted  on
annuitization  or upon full withdrawal if a premium tax was incurred by Security
Benefit  and  is  not  refundable.  Partial  withdrawals,  including  systematic
withdrawals, may be subject to a premium tax charge if a premium tax is incurred
on the withdrawal by Security  Benefit and is not refundable.  Security  Benefit
reserves the right to deduct such taxes when due or anytime thereafter.  Premium
tax rates  currently  range  from 0 percent to 3.5  percent.  See  "Premium  Tax
Charge," page 22.
    

                                       8
<PAGE>

OTHER EXPENSES

   
     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit. Investment advisory fees and operating expenses of the Mutual Funds are
paid by the Mutual Funds.  For a description of these charges and expenses,  see
the Prospectuses for the Mutual Funds.
    

CONTACTING SECURITY BENEFIT

   
     All written requests,  notices, and forms required by the Contract, and any
questions  or  inquiries  should be directed  to  Parkstone  Advantage  Customer
Service, 157 S. Kalamazoo Mall, P.O. Box 50551, Kalamazoo, Michigan 49005-0551.
    

                                  EXPENSE TABLE

   
     The  purpose  of this table is to assist  investors  in  understanding  the
various  costs and  expenses  borne  directly  and  indirectly  by Owners of the
Contracts with Contract Value allocated to the  Subaccounts.  The table reflects
contractual charges,  expenses of the Separate Account, and charges and expenses
of the  Mutual  Funds.  The table  does not  reflect  premium  taxes that may be
imposed  by  various  jurisdictions.  See  "Premium  Tax  Charge,"  page 22. The
information  contained  in the  table is not  generally  applicable  to  amounts
allocated to the Fixed Account (although certain  contractual charges also apply
to the Fixed Account).

     For a complete description of a Contract's costs and expenses, see "Charges
and Deductions," page 21. For a more complete  description of each Mutual Fund's
costs and  expenses,  see the Mutual Fund  Prospectuses,  which  accompany  this
Prospectus.
    

CONTRACTUAL EXPENSES
Sales load on purchase payments........................................     None
   
Contingent deferred sales charge (as a percentage of amounts withdrawn
  attributable to purchase payments)...................................    7%(1)
Transfer Fee (per transfer)............................................  None(2)
    

SEPARATE ACCOUNT ANNUAL EXPENSES

Annual Mortality and Expense Risk Charge (as a percentage of each
  Subaccount's average daily net assets)
     Individual Contracts..............................................    1.25%
     Trust Contracts...................................................    0.65%

Annual Administrative Charge (as a percentage of each Subaccount's
  average daily net assets)
     Individual Contracts..............................................    0.15%
   
     Trust Contracts...................................................    0.05%
                                                                         -------
    
Total Separate Account Annual Expenses
     Individual Contracts..............................................    1.40%
   
     Trust Contracts...................................................    0.70%
                                                                         =======
    

ANNUAL MUTUAL FUND EXPENSES  AFTER EXPENSE  LIMITATION  (AS A PERCENTAGE OF EACH
FUND'S AVERAGE DAILY NET ASSETS)

   
                                     ADVISORY
                                        FEE      Other Expenses
                                    (AFTER FEE   (AFTER EXPENSE    Total Mutual
                                     WAIVER)3     REIMBURSEMENT)4  FUND EXPENSES

Parkstone Bond......................   0.74%          0.55%           1.29%
Parkstone Mid Capitalization........   1.00%          0.42%           1.42%
Parkstone Small Capitalization......   1.00%          0.40%           1.40%
Parkstone International Discovery...   1.25%          0.75%           2.00%
Colonial U.S. Stock.................   0.80%          0.15%           0.95%
Colonial Strategic Income...........   0.65%          0.15%           0.80%
Newport Tiger.......................   0.90%          0.37%           1.27%
Money Market Series (Series C)......   0.50%          0.08%           0.58%
Global Aggressive Bond Series
 (Series K).........................   0.00%          0.84%           0.84%
Equity Income Series (Series O).....   1.00%          0.15%           1.15%
Social Awareness Series (Series S)..   0.75%          0.09%           0.84%
    

                                       9

<PAGE>

   
1.   The amount of the contingent deferred sales charge is based upon the number
     of years that a purchase payment has remained  credited under the Contract,
     as follows:

                                                         For Contracts Issued
 AGE OF PURCHASE                                       Prior to December 1, 1997
 PAYMENT IN YEARS           WITHDRAWAL CHARGE              WITHDRAWAL CHARGE
       1                           7%                              5%
       2                           6%                              5%
       3                           5%                              5%
       4                           4%                              5%
       5                           3%                              4%
       6                           2%                              3%
       7                           1%                              2%
       8                           0%                              0%

     The withdrawal  charge will be waived on the FIRST withdrawal in a Contract
     Year to the extent that such  withdrawal  does not exceed 10 percent of the
     Contract Value on the date of the  withdrawal.  The withdrawal  charge also
     will be waived on systematic  withdrawals  that do not in any Contract Year
     exceed 10 percent of the Contract Value on the date of the first systematic
     withdrawal in such Contract Year. If a partial  withdrawal and a systematic
     withdrawal  are  taken  in the same  Contract  Year,  the  Free  Withdrawal
     Privilege  will apply to the partial  withdrawal  only if it occurs earlier
     than the first systematic  withdrawal in that Contract Year. The withdrawal
     charge is not  assessed by  Security  Benefit on  withdrawals  from a Trust
     Contract.   When  added  to  the  withdrawal   charges  assessed  on  prior
     withdrawals,  the total  withdrawal  charge will never  exceed 7 percent (5
     percent for contracts  issued prior to December 1, 1997) of total  purchase
     payments.

2.   The first twelve  transfers in a Contract Year are without charge;  for any
     additional transfers in a Contract Year, a charge of $25 is imposed.


3.   During the fiscal year ending  December 31, 1997,  the  investment  adviser
     will waive Global Aggressive Bond Series' investment  advisory fees; absent
     such waiver, advisory fees would be .75 percent.

4.   During the fiscal year ending  December 31, 1997,  the  investment  adviser
     will waive other expenses of the Colonial  Strategic Income Series;  absent
     such waiver,  "other  expenses"  would be .21 percent and the Series' total
     expenses would be .86 percent.
    

                                       10

<PAGE>

EXAMPLES

   
     Different   examples  are  presented   below  that  show  expenses  that  a
Contractowner  would pay at the end of one, three,  five or ten years if, at the
end of those time  periods,  the  Contract is  surrendered,  annuitized,  or not
surrendered or annuitized.  Each example shows expenses based upon allocation to
each of the Subaccounts,  and different expense figures are presented to reflect
the different expenses imposed under the Individual and the Trust Contracts.
    

     The examples  below should not be  considered a  representation  of past or
future expenses.  Actual expenses may be greater or lesser than those shown. The
5 percent  return  assumed in the  examples  is  hypothetical  and should not be
considered  a  representation  of past or future  actual  returns,  which may be
greater or lesser than the assumed amount.

INDIVIDUAL CONTRACTS

   
Example -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5 percent  annual return on assets,  if an Individual  Contract  ISSUED
AFTER NOVEMBER 30, 1997, is SURRENDERED  at the end of one,  three,  five or ten
years:

                                                 1       3       5       10
                                               YEAR    YEARS   YEARS    YEARS
                                               -----   ------  ------   ------

Parkstone Bond Subaccount.....................  $98    $133     $175     $308
Parkstone Mid Capitalization Subaccount.......   99     137      182      320
Parkstone Small Capitalization Subaccount.....   99     137      181      319
Parkstone International Discovery Subaccount..  105     153      209      374
Colonial U.S. Stock Subaccount................   94     124      159      275
Colonial Strategic Income Subaccount..........   93     119      151      260
Newport Tiger Subaccount......................   98     133      174      306
SBL Money Market Subaccount...................   90     113      140      237
Lexington Global Aggressive Bond Subaccount...   93     121      153      264
T. Rowe Price Equity Income Subaccount........   96     129      169      294
SBL Social Awareness Subaccount...............   93     121      153      264

Example -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5 percent  annual return on assets,  if an Individual  Contract  ISSUED
PRIOR TO DECEMBER 1, 1997, is SURRENDERED at the end of one, three,  five or ten
years:

                                                 1       3       5       10
                                               YEAR    YEARS   YEARS    YEARS
                                               -----   ------  ------   ------

Parkstone Bond Subaccount.....................  $78    $133     $185     $308
Parkstone Mid Capitalization Subaccount.......   79     137      192      320
Parkstone Small Capitalization Subaccount.....   79     137      191      319
Parkstone International Discovery Subaccount..   85     153      219      374
Colonial U.S. Stock Subaccount................   74     124      169      275
Colonial Strategic Income Subaccount..........   73     119      161      260
Newport Tiger Subaccount......................   78     133      184      306
SBL Money Market Subaccount...................   71     113      150      237
Lexington Global Aggressive Bond Subaccount...   73     121      163      264
T. Rowe Price Equity Income Subaccount........   76     129      179      294
SBL Social Awareness Subaccount...............   73     121      163      264

Example -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming  5 percent  annual  return on  assets,  if an  Individual  Contract  is
ANNUITIZED OR NOT  SURRENDERED OR ANNUITIZED at the end of one,  three,  five or
ten years:

                                                 1       3       5       10
                                               YEAR    YEARS   YEARS    YEARS
                                               -----   ------  ------   ------

Parkstone Bond Subaccount.....................  $28    $ 85     $145     $308
Parkstone Mid Capitalization Subaccount.......   29      89      152      320
Parkstone Small Capitalization Subaccount.....   29      89      151      319
Parkstone International Discovery Subaccount..   35     106      180      374
Colonial U.S. Stock Subaccount................   24      75      129      275
Colonial Strategic Income Subaccount..........   23      71      121      260
Newport Tiger Subaccount......................   28      85      144      306
SBL Money Market Subaccount...................   21      64      110      237
Lexington Global Aggressive Bond Subaccount...   23      72      123      264
T. Rowe Price Equity Income Subaccount........   26      81      139      294
SBL Social Awareness Subaccount...............   23      72      123      264
    
                                       11

<PAGE>

TRUST CONTRACTS

   
Example -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5 percent annual return on assets,  if a Trust Contract is SURRENDERED,
ANNUITIZED OR NOT  SURRENDERED OR ANNUITIZED at the end of one,  three,  five or
ten years:

                                                 1       3       5       10
                                               YEAR    YEARS   YEARS    YEARS
                                               -----   ------  ------   ------

Parkstone Bond Subaccount...................... $20    $ 62     $107     $232
Parkstone Mid Capitalization Subaccount........  22      66      114      245
Parkstone Small Capitalization Subaccount......  21      66      113      243
Parkstone International Discovery Subaccount...  27      84      143      303
Colonial U.S. Stock Subaccount.................  17      52       90      195
Colonial Strategic Income Subaccount...........  15      47       82      179
Newport Tiger Subaccount.......................  20      62      106      230
SBL Money Market Subaccount....................  13      41       70      155
Lexington Global Aggressive Bond Subaccount....  16      49       84      183
T. Rowe Price Equity Income Subaccount.........  19      58      100      217
SBL Social Awareness Subaccount................  16      49       84      183
    

                         CONDENSED FINANCIAL INFORMATION

   
The following condensed financial  information presents accumulation unit values
for the period of  September  24, 1993 through  December  31, 1993,  and for the
years ended  December 31, 1994,  1995 and 1996,  as well as ending  accumulation
units  outstanding for Qualified and  Non-Qualified  Contracts under each of the
Subaccounts.(1)
    

<TABLE>
<CAPTION>
   
                                                                                      PARKSTONE         PARKSTONE        PARKSTONE
                                                   PARKSTONE          PARKSTONE          MID              SMALL        INTERNATIONAL
                                               PRIME OBLIGATIONS         BOND      CAPITALIZATION     CAPITALIZATION     DISCOVERY
                                                   SUBACCOUNT         SUBACCOUNT     SUBACCOUNT(2)      SUBACCOUNT       SUBACCOUNT

QUALIFIED INDIVIDUAL CONTRACTS 1993
- -----------------------------------                                                                                               
Accumulation unit value:
<S>                                                  <C>               <C>              <C>               <C>              <C>   
     Beginning of period.......................      $10.00            $ 10.00          $  10.00          $ 10.00          $  10.00
     End of period.............................      $10.06            $  9.93          $  10.14          $ 10.96          $  10.31
Accumulation units:
     Outstanding at the end of period..........       1,803             59,497            82,266            29,606           42,792
NON-QUALIFIED INDIVIDUAL CONTRACTS 1993
Accumulation unit value:
     Beginning of period.......................      $10.00            $ 10.00          $  10.00          $  10.00         $  10.00
     End of period.............................      $10.06            $  9.93          $  10.14          $  10.97         $  10.32
Accumulation units:
     Outstanding at the end of period..........         249             63,777           100,971            39,841           69,637
QUALIFIED INDIVIDUAL CONTRACTS 1994
Accumulation unit value:
     Beginning of period.......................      $10.06            $  9.93          $  10.14          $  10.96         $  10.31
     End of period.............................      $10.15            $  9.27          $   9.48          $  11.38         $   9.48
Accumulation units:
     Outstanding at the end of period..........      10,179            142,399           349,421           197,216          212,431
NON-QUALIFIED INDIVIDUAL CONTRACTS 1994
Accumulation unit value:
     Beginning of period.......................      $10.06            $  9.93          $  10.14          $  10.97         $  10.32
     End of period.............................      $10.15            $  9.27          $   9.48          $  11.39         $   9.49
Accumulation units:
     Outstanding at the end of period..........       7,394            150,102           401,802           241,214          274,880
NON-QUALIFIED TRUST CONTRACTS 1994
Accumulation unit value:
     Beginning of period(3)....................         --             $  9.56          $   9.53          $   9.87         $  10.26
     End of period.............................         --             $  9.40          $   9.62          $  11.55         $   9.61
Accumulation units:
     Outstanding at the end of period..........         --               5,230             5,247             5,066            9,622
    
</TABLE>

                                       12

<PAGE>

                   CONDENSED FINANCIAL INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
   
                                                                                      PARKSTONE         PARKSTONE        PARKSTONE
                                                   PARKSTONE          PARKSTONE          MID              SMALL        INTERNATIONAL
                                               PRIME OBLIGATIONS         BOND      CAPITALIZATION     CAPITALIZATION     DISCOVERY
                                                   SUBACCOUNT         SUBACCOUNT     SUBACCOUNT(2)      SUBACCOUNT       SUBACCOUNT

QUALIFIED INDIVIDUAL CONTRACTS 1995
- -----------------------------------                                                                                               
Accumulation unit value:
<S>                                                 <C>                <C>              <C>               <C>              <C>   
     Beginning of period.......................     $  10.15           $    9.27        $    9.48         $   11.38        $    9.48
     End of period.............................     $  10.43           $   10.69        $   12.07         $   15.23        $   10.26
Accumulation units:
     Outstanding at the end of period..........       30,458             180,100          463,460           279,611          266,963
NON-QUALIFIED INDIVIDUAL CONTRACTS 1995
Accumulation unit value:
     Beginning of period.......................     $  10.15            $   9.27        $    9.48         $   11.39        $    9.49
     End of period.............................     $  10.44            $  10.69        $   12.06         $   15.24        $   10.27
Accumulation units:
     Outstanding at the end of period..........       33,310             189,674          528,394           350,469          333,873
NON-QUALIFIED TRUST CONTRACTS 1995
Accumulation unit value:
     Beginning of period(3)....................     $  10.00            $   9.40        $    9.62         $   11.55        $    9.61
     End of period.............................     $  10.17            $  10.92        $   12.32         $   15.57        $   10.47
Accumulation units:
     Outstanding at the end of period..........       13,728              55,111           42,810            24,824           17,264
QUALIFIED INDIVIDUAL CONTRACTS 1996
Accumulation unit value:
     Beginning of period.......................     $  10.43            $  10.69        $   12.07         $   15.23        $   10.26
     End of period.............................     $  10.75            $  10.73        $   13.96         $   19.47        $   11.68
Accumulation units:
     Outstanding at the end of period..........       28,738             256,081          599,163           395,660          328,773
NON-QUALIFIED INDIVIDUAL CONTRACTS 1996
Accumulation unit value:
     Beginning of period.......................     $  10.44            $  10.69        $   12.06         $   15.24        $   10.27
     End of period.............................     $  10.75            $  10.73        $   13.96         $   19.47        $   11.68
Accumulation units:
     Outstanding at the end of period..........       69,773             359,239          792,396           566,484          520,466
NON-QUALIFIED TRUST CONTRACTS 1996
Accumulation unit value:
     Beginning of period.......................     $  10.17            $  10.92        $   12.32         $   15.57        $   10.47
     End of period.............................     $  10.54            $  11.04        $   14.36         $   20.05        $   12.00
Accumulation units:
     Outstanding at the end of period..........       26,074              68,266           51,044            22,763           28,057
QUALIFIED TRUST CONTRACTS 1996
Accumulation unit value:
     Beginning of period(4)....................     $  10.00            $  10.06        $   14.44         $   20.55        $   11.48
     End of period.............................     $  10.18            $  10.31        $   14.54         $   20.28        $   12.17
Accumulation units:
     Outstanding at the end of period..........        2,306              16,153           66,424            52,123           51,774
</TABLE>

(1)  Condensed financial  information was not provided for the Colonial US Stock
     Subaccount, Colonial Strategic Income Subaccount, Newport Tiger Subaccount,
     SBL Money Market  Subaccount,  Lexington Global Aggressive Bond Subaccount,
     T. Rowe Price Equity Income  Subaccount or SBL Social Awareness  Subaccount
     because these  subaccounts were not made available under the Contract until
     November 30, 1997.

(2)  Prior  to  November  30,  1997,  the  Mid  Capitalization   Subaccount  was
     designated the Equity Subaccount.

(3)  The  International  Discovery  Subaccount  under  the  Non-Qualified  Trust
     Contracts  did not begin  operations  until  May 17,  1994;  the Bond,  Mid
     Capitalization and Small Capitalization Subaccounts under the Non-Qualified
     Trust  Contracts did not begin  operations  until August 18, 1994;  and the
     Prime Obligations  Subaccount under the  Non-Qualified  Trust Contracts did
     not begin operations until July 11, 1995.

(4)  The Prime  Obligations  Subaccount  under the Qualified Trust Contracts did
     not begin  operations  until May 22, 1996;  the Mid  Capitalization,  Small
     Capitalization and International  Discovery Subaccounts under the Qualified
     Trust Contracts did not begin  operations  until May 29, 1996; and the Bond
     Subaccount  under the Qualified  Trust  Contracts did not begin  operations
     until September 25, 1996.
    

                                       13

<PAGE>

   
INFORMATION ABOUT SECURITY BENEFIT, THE SEPARATE ACCOUNT, AND THE MUTUAL FUNDS
    

SECURITY BENEFIT LIFE INSURANCE COMPANY

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

   
     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and all states  except New York. As
of the end of 1996,  Security  Benefit had total  assets of  approximately  $5.5
billion. Together with its subsidiaries,  Security Benefit has total funds under
management of over $6.6 billion.
    

     The Principal Underwriter for the Contracts 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.

SEPARATE  ACCOUNT

     The Separate  Account was  established by Security  Benefit on February 22,
1993,  under  procedures  established  under Kansas law. The income,  gains,  or
losses of the Separate  Account are credited to or charged against the assets of
the  Separate  Account  without  regard  to other  income,  gains,  or losses of
Security  Benefit.  Assets in the Separate Account  attributable to the reserves
and other  liabilities  under the Contracts are not chargeable with  liabilities
arising from any other business that Security Benefit conducts. Security Benefit
owns the assets in the Separate  Account and is required to maintain  sufficient
assets in the Separate  Account to meet all Separate Account  obligations  under
the Contracts.  Security Benefit may transfer to its General Account assets that
exceed anticipated  obligations of the Separate Account. All obligations arising
under the  Contracts  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  contracts other than variable annuity  contracts,
and may accumulate in the Separate  Account  proceeds from Contract  charges and
investment results applicable to those assets.

   
     The Separate  Account is currently  divided into eleven  Subaccounts.  Each
Subaccount  invests  exclusively  in shares of a  specific  Series of one of the
Mutual  Funds.   Security  Benefit  may  in  the  future  establish   additional
Subaccounts  of the  Separate  Account,  which may invest in other Series of the
Mutual Funds or in other securities, mutual funds, or investment vehicles.
    

     The Separate  Account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940 (the "1940 Act"). Registration with the
SEC does not involve  supervision by the SEC of the administration or investment
practices of the Separate Account or of Security Benefit.

THE MUTUAL FUNDS

   
     Each of the Parkstone  Advantage Fund,  Liberty Variable  Investment Trust,
and  SBL  Fund  (the  "Mutual  Funds")  is a  diversified,  open-end  management
investment  company of the series type.  Each Mutual Fund is registered with the
SEC under the 1940 Act. Such  registration  does not involve  supervision by the
SEC of  the  investments  or  investment  policies  of the  Mutual  Funds.  Each
Subaccount invests in a corresponding  Series of the Mutual Funds, each of which
has different  investment  objectives and policies.  Each Series is listed under
its respective Mutual Fund below.

PARKSTONE ADVANTAGE FUND
     Parkstone Bond Fund
     Parkstone Mid Capitalization Fund (formerly Equity)
     Parkstone Small Capitalization Fund
     Parkstone International Discovery Fund
LIBERTY VARIABLE INVESTMENT TRUST
     Colonial U.S. Stock Fund, Variable Series
     Colonial Strategic Income Fund, Variable Series
     Newport Tiger Fund, Variable Series
SBL FUND
     Money Market Series (Series C)
     Global Aggressive Bond Series (Series K)
     Equity Income Series (Series O)
     Social Awareness Series (Series S)

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

THE  MUTUAL  FUND  PROSPECTUSES  ACCOMPANY  THIS  PROSPECTUS  AND SHOULD BE READ
CAREFULLY BEFORE INVESTING.

PARKSTONE BOND FUND
    

     The investment objective of the Bond Fund is to seek current income as well
as preservation of capital. The Bond Fund seeks this objective by investing in a
portfolio of high and medium quality fixed income securities.
   

PARKSTONE MID CAPITALIZATION FUND

     The investment  objective of the Mid Capitalization Fund (formerly known as
the  Equity  Fund) is to seek  growth of  capital by  investing  primarily  in a
diversified  portfolio of common stocks and securities  convertible  into common
stocks. Under normal market conditions,  the Mid Capitalization Fund will invest
at least 65  percent  of the value of its total  assets  in  common  stocks  and
securities
    

                                       14

<PAGE>

convertible into common stocks of companies  believed by its investment  adviser
to have a market capitalization of between $1 and $5 billion.

   
PARKSTONE INTERNATIONAL DISCOVERY FUND
    

     The  investment  objective of the  International  Discovery Fund is to seek
long-term growth of capital.  The International  Discovery Fund seeks to achieve
this objective  primarily through investment in an  internationally  diversified
portfolio of equity securities.

   
PARKSTONE SMALL CAPITALIZATION FUND
    

     The investment objective of the Small Capitalization Fund is to seek growth
of capital by investing  primarily in a  diversified  portfolio of common stocks
and  securities  convertible  into  common  stocks  of  small-  to  medium-sized
companies.  Under normal market conditions,  the Small  Capitalization Fund will
invest at least 65 percent of the value of its total assets in common stocks and
securities   convertible  into  common  stocks  of  companies  believed  by  its
investment adviser to have a market capitalization of less than $1 billion.

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

   
     The  investment  objective  of the  Colonial  U.S.  Stock  Fund  is to seek
long-term capital growth by investing primarily in large  capitalization  equity
securities. The Fund normally invests at least 65 percent of its total assets in
the common stock of U.S.  companies with an equity market  capitalization at the
time of purchase in excess of $3 billion.

COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

     The investment objective of the Colonial Strategic Income Fund is to seek a
high level of current income,  as is consistent with prudent risk and maximizing
total  return,  by  diversifying  investments  primarily  in  U.S.  and  foreign
government securities and high yield, high risk corporate debt securities.

NEWPORT TIGER FUND, VARIABLE SERIES

     The  investment  objective of the Newport  Tiger Fund is to seek  long-term
capital  growth.  The Fund invests  primarily in equity  securities of companies
located in the nine  Tigers of East Asia (Hong  Kong,  Singapore,  South  Korea,
Taiwan, Malaysia, Thailand, Indonesia, China and the Philippines).

MONEY MARKET SERIES (SERIES C)

     The investment objective of the Money Market Series is to provide as high a
level of current income as is consistent  with  preserving  capital.  The Series
invests in high quality money market  instruments  with maturities of not longer
than 13 months.

GLOBAL AGGRESSIVE BOND SERIES (SERIES K)

     The investment  objective of Global  Aggressive Bond Series is to seek high
current income and, as a secondary objective,  capital appreciation by investing
in a combination of foreign and domestic high yield, lower rated debt securities
(commonly referred to as "junk bonds").

EQUITY INCOME SERIES (SERIES O)

     The  investment  objective  of Equity  Income  Series is to seek to provide
substantial dividend income and also capital appreciation by investing primarily
in dividend-paying common stocks of established companies.

SOCIAL AWARENESS SERIES (SERIES S)

     The  investment  objective  of Social  Awareness  Series is to seek capital
appreciation  by investing  in various  types of  securities  which meet certain
social criteria established for the Series.

THE INVESTMENT ADVISERS

     First of America  Investment  Corporation  ("First of America"),  303 North
Rose Street, Suite 500, Kalamazoo,  Michigan 49007, serves as Investment Adviser
of the  Parkstone  Advantage  Fund.  First of  America  is  responsible  for the
day-to-day  decisions  to buy and sell  securities  for the Series of  Parkstone
Advantage Fund, except the  International  Discovery Fund. For the International
Discovery  Fund,  First of America has  entered  into a  subinvestment  advisory
agreement with Gulfstream  Global  Investors,  Ltd., 300 Crescent  Court,  Suite
1605,  Dallas,  Texas 75201  ("Gulfstream")  to serve as  Sub-Adviser.  First of
America holds a 72 percent interest in Gulfstream.

     Liberty  Advisory  Services  Corp.  ("Liberty"),  125 High Street,  Boston,
Massachusetts  02110,  serves as  investment  adviser  of the  Liberty  Variable
Investment  Trust.  Liberty has engaged  Colonial  Management  Associates,  Inc.
("Colonial"),  One Financial  Center,  Boston,  Massachusetts  02111 to serve as
sub-adviser to the Colonial U.S. Stock and Colonial  Strategic Income Funds, and
Newport Fund Management,  Inc.  ("Newport"),  580 California Street, Suite 1960,
San  Francisco,  California  94104 to serve as  sub-adviser to the Newport Tiger
Fund.  Colonial and Newport,  respectively,  are  responsible for the day-to-day
decisions to buy and sell  securities  for the Colonial U.S.  Stock and Colonial
Strategic Income Funds and Newport Tiger Fund.

     Security Management Company, LLC ("SMC"),  700 SW Harrison Street,  Topeka,
Kansas  66636-0001,  a wholly-owned  subsidiary of Security  Benefit,  serves as
investment  adviser  of the SBL  Fund.  SMC is  responsible  for the  day-to-day
decisions  to buy and sell  securities  for the Money  Market  Series and Social
Awareness   Series.   SMC   has   engaged   Lexington   Management   Corporation
("Lexington"),  Park 80 West, Plaza Two, Saddle Brook, New Jersey 07663 to serve
as  sub-adviser to the Global  Aggressive  Bond Series and Lexington has entered
into a sub-advisory  agreement with MFR Advisors,  Inc., One Liberty Plaza,  New
York, New York 10006 to provide investment and economic research services to the
Series.  Lexington is responsible  for the day-to-day  decisions to buy and sell
securities for the Global Aggressive Bond Series.  SMC has engaged T. Rowe Price
Associates,  Inc. ("T. Rowe Price"), 100 East Pratt Street,
    

                                       15

<PAGE>

   
Baltimore,  Maryland  21202 to serve as sub-adviser of the Equity Income Series,
and T. Rowe Price is responsible  for the  day-to-day  decisions to buy and sell
securities for the Series.
    

THE CONTRACT

GENERAL

     The Contract offered by this Prospectus is an individual  flexible purchase
payment  deferred  variable annuity that is issued by Security  Benefit.  To the
extent  that  all  or a  portion  of  purchase  payments  are  allocated  to the
Subaccounts,  the  Contract  is  significantly  different  from a fixed  annuity
contract  in that it is the  Owner  under a  Contract  who  assumes  the risk of
investment  gain or loss rather than  Security  Benefit.  Upon the maturity of a
Contract,  the Contract  provides several Annuity Options on a variable basis, a
fixed basis or both,  under which  Security  Benefit will pay  periodic  annuity
payments  beginning on the Annuity Start Date. The amount that will be available
for  annuity  payments  will  depend  on  the  investment   performance  of  the
Subaccounts to which purchase payments have been allocated.

     The Contract is available  for purchase as a non-tax  qualified  retirement
plan ("Non-Qualified Plan") by an individual.  The Contract is also eligible for
use in  connection  with certain tax  qualified  retirement  plans that meet the
requirements of Section 401,  403(b),  408, or 457 of the Internal  Revenue Code
("Qualified  Plan").  Certain federal tax advantages are currently  available to
retirement plans that qualify as (1) self-employed individuals' retirement plans
under Section 401, such as HR-10 and Keogh plans, (2) pension or  profit-sharing
plans  established by an employer for the benefit of its employees under Section
401,  (3)  individual   retirement   accounts  or  annuities,   including  those
established by an employer as a simplified  employee pension plan, under Section
408, (4) annuity purchase plans of public school systems and certain  tax-exempt
organizations  under  Section  403(b)  or (5)  deferred  compensation  plans for
employees  established  by a  unit  of a  state  or  local  government  or  by a
tax-exempt  organization under Section 457. Joint Owners are permitted only on a
Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT

     Any person wishing to purchase a Contract may submit an application  and an
initial  purchase  payment  to  Security  Benefit,  as well as any other form or
information  that Security  Benefit may require.  Security  Benefit reserves the
right to reject an  application or purchase  payment for any reason,  subject to
Security  Benefit's  underwriting  standards and  guidelines  and any applicable
state or federal law relating to nondiscrimination.

   
     The maximum  age of an Owner for which a Contract  will be issued is 90 (in
Florida,  75).  If  there  are  Joint  Owners,  the  maximum  issue  age will be
determined by reference to the older Owner.
    

PURCHASE PAYMENTS

     The minimum  initial  purchase  payment for the  purchase of an  Individual
Contract is $5,000 ($50 if made pursuant to an Automatic  Investment Program) in
connection  with a  Non-Qualified  Plan or $2,000  ($50 if made  pursuant  to an
Automatic  Investment  Program) in connection  with a Qualified Plan and for the
purchase of a Trust  Contract  is $50,000.  Thereafter,  the  Contractowner  may
choose the amount and  frequency of purchase  payments,  except that the minimum
subsequent  purchase  payment for an Individual  Contract is $2,000 ($50 if made
pursuant  to  an  Automatic  Investment  Program)  for  both  Non-Qualified  and
Qualified Plans or $5,000 for a Trust Contract.  Security Benefit may reduce the
minimum purchase payment requirements under certain  circumstances,  such as for
group or sponsored arrangements.  Any purchase payment exceeding $1 million will
not be accepted without prior approval of Security Benefit.

     An initial  purchase  payment will be applied not later than the end of the
second  Valuation  Date after the  Valuation  Date it is  received  by  Security
Benefit at its Home Office if the purchase payment is preceded or accompanied by
an application that contains  sufficient  information  necessary to establish an
account and properly credit such purchase payment.  The application form will be
provided by Security  Benefit.  If Security  Benefit does not receive a complete
application,  Security  Benefit will notify the applicant that Security  Benefit
does not have the necessary  information  to issue a Contract.  If the necessary
information  is not provided to Security  Benefit  within five  Valuation  Dates
after the Valuation  Date on which  Security  Benefit first receives the initial
purchase payment or if Security Benefit determines it cannot otherwise issue the
Contract,  Security  Benefit  will  return the initial  purchase  payment to the
applicant  unless the  applicant  consents to  Security  Benefit  retaining  the
purchase payment until the application is made complete.

   
     Subsequent  purchase  payments  will  be  credited  as of  the  end  of the
Valuation  Period in which they are  received  by  Security  Benefit at its Home
Office.  Purchase payments after the initial purchase payment may be made at any
time prior to the Annuity Start Date, so long as the Owner is living. Subsequent
purchase payments under a Qualified Plan may be limited by the terms of the plan
and provisions of the Internal Revenue Code. Subsequent purchase payments may be
paid under an Automatic Investment Program.
    

ALLOCATION OF PURCHASE PAYMENTS

   
     In an application for a Contract, the Contractowner selects the Subaccounts
or the Fixed Account to which  purchase  payments  will be  allocated.  Purchase
payments  will  be  allocated  according  to  the  Contractowner's  instructions
specifying the dollar amount or whole  percentage to be allocated,  contained in
the  application or more recent  instructions  received,  if any, except that no
purchase payment  allocation is permitted that would result
    

                                       16

<PAGE>

   
in less than $25 per payment being  allocated to any one Subaccount or the Fixed
Account.  Available  allocation  alternatives include the eleven Subaccounts and
the Fixed Account.

     A Contractowner may change the purchase payment allocation  instructions by
submitting a proper written request to Security  Benefit's Home Office. A proper
change in  allocation  instructions  will be effective  upon receipt by Security
Benefit  at its Home  Office  and will  continue  in effect  until  subsequently
changed.  Changes in purchase  payment  allocation  instructions  may be made by
telephone  provided the  Telephone  Transfer  section of the  application  or an
Authorization for Telephone  Transfers form is properly  completed,  signed, and
filed at Security  Benefit's  Home Office.  Changes in the  allocation of future
purchase  payments  have no effect on existing  Contract  Value.  Such  Contract
Value, however, may be transferred among the Subaccounts of the Separate Account
and the Fixed Account in the manner  described in "Transfers of Contract Value,"
page 18.
    

DOLLAR COST AVERAGING OPTION

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

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

     To elect the Dollar Cost Averaging Option,  the Owner's Contract Value must
be at  least  $10,000.  The  Dollar  Cost  Averaging  Request  form  will not be
considered complete until the Owner's Contract Value is at least $10,000.  After
Security Benefit has received a Dollar Cost Averaging  Request in proper form at
its Home  Office,  Security  Benefit  will  transfer  Contract  Value in amounts
designated by the Contractowner  from the Subaccount from which transfers are to
be made to the  Subaccount  or  Subaccounts  chosen  by the  Contractowner.  The
minimum  amount  that may be  transferred  to any one  Subaccount  is $25.  Each
transfer  will be effected on the monthly or  quarterly  anniversary,  whichever
corresponds to the period selected by the Contractowner,  of the date of receipt
at Security  Benefit's Home Office of a Dollar Cost Averaging  Request in proper
form,  until the total amount  elected has been  transferred,  or until Contract
Value in the Subaccount from which transfers are made has been depleted. Amounts
periodically  transferred  under this  option are not  currently  subject to any
transfer  charges that are imposed by Security  Benefit on  transfers,  and such
transfers  are not included in the twelve  transfers  per Contract Year that are
allowed free of charge as discussed below.

     A Contractowner  may instruct Security Benefit at any time to terminate the
option by written request to Security  Benefit's Home Office. In that event, the
Contract Value in the Subaccount  from which  transfers were being made that has
not been  transferred  will remain in that Subaccount  unless the  Contractowner
instructs  otherwise.  If a Contractowner  wishes to continue  transferring on a
dollar cost averaging basis after the expiration of the applicable  period,  the
total amount elected has been transferred,  or the Subaccount has been depleted,
or after the Dollar Cost Averaging  Option has been canceled,  a new Dollar Cost
Averaging  Request must be completed and sent to Security  Benefit's Home Office
and the Contract must meet the $10,000  minimum amount of Contract Value at that
time.  Security  Benefit  may  discontinue,  modify,  or suspend the Dollar Cost
Averaging Option at any time.

     Contract  Value  may also be  dollar  cost  averaged  to or from the  Fixed
Account,  provided  that  transfers  from the Fixed  Account do not  violate the
restrictions  on  transfers as  described  in "The Fixed  Account,"  page 25 and
"Loans," page 27.
    

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an option  under which  Contractowners
authorize  Security Benefit to automatically  transfer their Contract Value each
quarter to maintain a particular  percentage allocation among the Subaccounts as
selected by the  Contractowner.  The Contract Value allocated to each Subaccount
will grow or decline in value at different  rates during the quarter,  and Asset
Reallocation  automatically  reallocates  the Contract Value in the  Subaccounts
each quarter to the allocation selected by the Contractowner. Asset Reallocation
is  intended  to  transfer  Contract  Value  from  those  Subaccounts  that have
increased in value to those  Subaccounts that have declined in value. Over time,
this method of investing may help a

                                       17

<PAGE>

Contractowner  buy low and sell high. This investment  method does not guarantee
profits, nor does it assure that a Contractowner will not have losses.

     To elect the Asset Reallocation  Option, the Contract Value in the Contract
must be at least $10,000 and an Asset  Reallocation  Request in proper form must
be  received  by  Security  Benefit at its Home  Office.  An Asset  Reallocation
Request form is available  upon request.  On the form,  the  Contractowner  must
indicate the applicable  Subaccounts  and the percentage of Contract Value to be
reallocated  on a  quarterly  basis  to  each  Subaccount  ("Asset  Reallocation
Program").  If the Asset  Reallocation  Option is elected,  all  Contract  Value
invested in the Subaccounts must be included in the Asset Reallocation Program.

   
     This option will result in the transfer of Contract Value to one or more of
the  Subaccounts  on the  date  of  Security  Benefit's  receipt  of  the  Asset
Reallocation Request in proper form and each quarterly  anniversary of that date
thereafter.  The amounts  transferred will be credited at the Accumulation  Unit
value as of the end of the Valuation  Dates on which the transfers are effected.
Amounts periodically  transferred under this option are not currently subject to
any transfer charges that are imposed by Security Benefit on transfers, and such
transfers  are not included in the twelve  transfers  per Contract Year that are
allowed free of charge as discussed below.
    

     A Contractowner may instruct Security Benefit at any time to terminate this
option by written request to Security  Benefit's Home Office. In that event, the
Contract Value in the Subaccounts  that has not been  transferred will remain in
those   Subaccounts   regardless  of  the  percentage   allocation   unless  the
Contractowner  instructs otherwise.  If a Contractowner wishes to continue Asset
Reallocation after it has been canceled,  a new Asset Reallocation  Request form
must be completed  and sent to Security  Benefit's  Home Office and the Contract
Value at the time the request is made must be at least $10,000. Security Benefit
may discontinue,  modify, or suspend, and reserves the right to charge a fee for
the Asset Reallocation Option at any time.

   
     Contract  Value  invested in the Fixed Account may be included in the Asset
Reallocation  Program,  provided  that  transfers  from the Fixed Account do not
violate the  restrictions  on transfers  from the Fixed  Account as described in
"The Fixed Account," page 25 and "Loans," page 27.
    

TRANSFERS OF CONTRACT VALUE

   
     During the Accumulation Period, Contract Value may be transferred among the
Subaccounts  by the  Contractowner  upon  proper  written  request  to  Security
Benefit's Home Office.  Transfers  (other than transfers in connection  with the
Dollar Cost Averaging or Asset Reallocation Options) may be made by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone  Requests  form has  been  properly  completed,  signed  and  filed at
Security  Benefit's Home Office. The first twelve transfers in any Contract Year
are without charge; for any additional transfers in a Contract Year, a charge of
$25 is  imposed.  The charge  will be  deducted  from the  Contract  Value being
transferred.  The  minimum  transfer  amount is $500 ($50 under the Dollar  Cost
Averaging and Asset  Reallocation  Options),  or the amount remaining in a given
Subaccount.

     Contract  Value may also be transferred  from the  Subaccounts to the Fixed
Account;  however,  transfers  from the Fixed  Account  to the  Subaccounts  are
restricted as described in "The Fixed Account," page 25 and "Loans," page 27.

     Security Benefit reserves the right at a future date to limit the number of
transfers to twelve, the size of transfers,  and to suspend  transfers.  It also
reserves the right to discontinue telephone transfers.
    

CONTRACT VALUE

     The Contract  Value is the sum of the amounts  under the  Contract  held in
each  Subaccount  of the  Separate  Account  and in the Fixed  Account.  On each
Valuation  Date, the portion of the Contract  Value  allocated to any particular
Subaccount  will be  adjusted  to  reflect  the  investment  experience  of that
Subaccount.  See  "Determination of Contract Value," below. No minimum amount of
Contract Value is guaranteed.  A Contractowner  bears the entire investment risk
relating to the  investment  performance  of  Contract  Value  allocated  to the
Subaccounts.

DETERMINATION OF CONTRACT VALUE

   
     The Contract Value will vary to a degree that depends upon several factors,
including investment  performance of the Subaccounts to which Contract Value has
been  allocated,  payment of purchase  payments,  the amount of any  outstanding
Contract Debt, partial withdrawals,  and the charges assessed in connection with
the  Contract.  The amounts  allocated  to the  Subaccounts  will be invested in
shares  of  the  corresponding  Series  of  the  Mutual  Funds.  The  investment
performance of the  Subaccounts  will reflect  increases or decreases in the net
asset  value  per  share  of the  corresponding  Series  and  any  dividends  or
distributions  declared by the Series.  Any dividends or distributions  from any
Series will be  automatically  reinvested  in shares of the same Series,  unless
Security Benefit, on behalf of the Separate Account, elects otherwise.

     Assets in the Subaccounts are divided into  Accumulation  Units,  which are
accounting  units of measure  used to calculate  the value of a  Contractowner's
interest in a Subaccount.  When a Contractowner allocates purchase payments to a
Subaccount,  the Contract is credited  with  Accumulation  Units.  The number of
Accumulation  Units to be credited is  determined  by dividing the dollar amount
allocated to the particular  Subaccount by the  Accumulation  Unit value for the
Subaccount at the end of the Valuation  Period in which the purchase  payment is
credited.  In addition,  other  transactions  including  loans,  full or partial
withdrawals,  transfers,  and assessment of certain charges against the Contract
affect the number of  Accumulation  Units credited to a Contract.  The number of
units credited or debited in connection with any such  transaction is
    

                                       18

<PAGE>

determined by dividing the dollar amount of such  transaction  by the unit value
of the affected  Subaccount.  The Accumulation  Unit value of each Subaccount is
determined on each Valuation Date. The number of Accumulation  Units credited to
a  Contract  shall not be changed  by any  subsequent  change in the value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Subaccount and charges against the Subaccount.

   
     The Accumulation Unit value of each Subaccount  initially was $10. The unit
value of a Subaccount on any Valuation  Date is calculated by dividing the value
of each Subaccount's net assets by the number of Accumulation  Units credited to
the Subaccount on that date.  Determination  of the value of the net assets of a
Subaccount takes into account the following:  (1) the investment  performance of
the  Subaccount,   which  is  based  upon  the  investment  performance  of  the
corresponding  Series of the Mutual Funds,  (2) any  dividends or  distributions
paid by the corresponding  Series, (3) the charges, if any, that may be assessed
by Security  Benefit for taxes  attributable to the operation of the Subaccount,
(4) the  mortality  and expense  risk  charge  under the  Contract,  and (5) the
administrative charge under the Contract.
    

FULL AND PARTIAL WITHDRAWALS

     A Contractowner  may obtain  proceeds from a Contract by  surrendering  the
Contract for its Full Withdrawal Value or by making a partial withdrawal. A full
or partial withdrawal,  including a systematic withdrawal, may be taken from the
Contract  Value at any time while the Owner is living  and  before  the  Annuity
Start Date,  subject to the limitations  under the applicable plan for Qualified
Plans and applicable law. A full or partial withdrawal request will be effective
as of the end of the Valuation  Period that a proper written request is received
by Security  Benefit at its Home Office.  A proper written  request must include
the written  consent of any effective  assignee or irrevocable  Beneficiary,  if
applicable.

   
     The proceeds  received upon a full  withdrawal  will be the Contract's Full
Withdrawal Value. The Full Withdrawal Value is equal to the Contract Value as of
the end of the  Valuation  Period  during which a proper  withdrawal  request is
received by Security Benefit at its Home Office, less any applicable  contingent
deferred sales charge,  any premium taxes, and any outstanding  Contract Debt. A
partial withdrawal may be requested for a specified  percentage or dollar amount
of  Contract  Value.  Each  partial  withdrawal  must be at  least  $500  except
systematic  withdrawals discussed below. A request for a partial withdrawal will
result in a payment by Security  Benefit in accordance with the amount specified
in the partial  withdrawal  request.  Upon payment,  the Contract  Value will be
reduced by an amount equal to the payment and any applicable contingent deferred
sales  charge,  and any  applicable  premium  tax.  If a partial  withdrawal  is
requested that would leave the Full  Withdrawal  Value in the Contract less than
$2,000, then Security Benefit reserves the right to treat the partial withdrawal
as a request for a full withdrawal.

     The amount of a partial  withdrawal  will be  allocated  from the  Contract
Value in the Subaccounts and the Fixed Account, according to the Contractowner's
instructions  to  Security  Benefit.  If a  Contractowner  does not  specify the
allocation,  the  withdrawal  will be allocated  from the Contract  Value in the
Subaccounts  and the Fixed  Account in the  following  order:  SBL Money  Market
Subaccount,  Parkstone Bond Subaccount,  Colonial U.S. Stock Subaccount, T. Rowe
Price Equity Income Subaccount,  SBL Social Awareness Subaccount,  Parkstone Mid
Capitalization Subaccount, Colonial Strategic Income Subaccount, Parkstone Small
Capitalization   Subaccount,   Lexington  Global   Aggressive  Bond  Subaccount,
Parkstone  International  Discovery  Subaccount and Newport Tiger Subaccount and
then the Fixed  Account.  The value of each account will be depleted  before the
next  account  is  charged.  A full or  partial  withdrawal  from an  Individual
Contract,  including a systematic  withdrawal,  may result in the deduction of a
contingent  deferred sales charge. See "Contingent  Deferred Sales Charge," page
21.

     A full or partial  withdrawal,  including a systematic  withdrawal,  may be
subject to a premium  tax charge to  reimburse  Security  Benefit for any tax on
premiums on a Contract that may be imposed by various states and municipalities.
See "Premium Tax Charge," page 22.

     A full or partial withdrawal, including a systematic withdrawal, may result
in receipt of taxable income to the Owner and, in some  instances,  in a penalty
tax. In the case of Contracts  issued in connection with  retirement  plans that
meet the  requirements  of Section  401(a),  403(b),  408 or 457 of the Internal
Revenue Code,  reference should be made to the terms of the particular Qualified
Plan for any limitations or restrictions on withdrawals.  For more  information,
see  "Restrictions  on Withdrawals  from Qualified  Plans" and  "Restrictions on
Withdrawals from 403(b) Programs," page 28. The tax consequences of a withdrawal
under the Contract  should be  carefully  considered,  including  the 10 percent
penalty  tax  that  may  be  imposed  on   withdrawals   (including   systematic
withdrawals)  made prior to the Owner  attaining  age 59 1/2.  See  "Federal Tax
Matters," page 28.
    

SYSTEMATIC WITHDRAWALS

   
     Security  Benefit   currently  offers  a  feature  under  which  systematic
withdrawals may be elected.  Under this feature,  a  Contractowner  may elect to
receive  systematic  withdrawals  before  the  Annuity  Start  Date by sending a
properly completed Systematic Withdrawal Request form to Security Benefit at its
Home Office. A Contractowner may designate the systematic withdrawal amount as a
percentage of Contract Value allocated to the Subaccounts  and/or Fixed Account,
as a specified  dollar  amount,  as all earnings in the  Contract,  over a fixed
period of time,  or as based upon the life  expectancy of the Owner or the Owner
and a  Beneficiary,  and the desired  frequency of the  systematic

                                       19

<PAGE>

withdrawals,  which  may  be  monthly,  quarterly,   semiannually  or  annually.
Systematic withdrawals may be stopped or modified upon proper written request by
the  Contractowner  received by Security  Benefit at its Home Office at least 30
days in advance.  A proper  request  must  include  the  written  consent of any
effective assignee or irrevocable Beneficiary, if applicable.

     Each  systematic  withdrawal  must  be at  least  $50.  Upon  payment,  the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable contingent deferred sales charge and any applicable
premium tax.  Systematic  withdrawals  may be made without the  imposition  of a
contingent  deferred  sales  charge to the extent that the total  amount of such
withdrawals  during any Contract Year does not exceed 10 percent of the Contract
Value,  less any Contract Debt, on the date of the first such withdrawal in that
Contract Year.  Systematic  withdrawals in excess of this amount will be subject
to the contingent  deferred  sales charge.  Systematic  withdrawals  without the
imposition  of a  contingent  deferred  sales  charge are not  available  in any
Contract  Year in which  the Free  Withdrawal  Privilege,  discussed  below,  is
exercised.  Any systematic withdrawal that equals or exceeds the Full Withdrawal
Value  will be  treated  as a full  withdrawal.  In no event  will  payment of a
systematic  withdrawal  exceed the Full  Withdrawal  Value.  The  Contract  will
automatically  terminate if a systematic  withdrawal  causes the Contract's Full
Withdrawal Value to equal zero.
    

     Each systematic  withdrawal will be effected as of the end of the Valuation
Period during which the  withdrawal is  scheduled.  The deduction  caused by the
systematic withdrawal will be allocated from the Contractowner's  Contract Value
in the Subaccounts and the Fixed Account, as directed by the Contractowner.

     Security  Benefit  may,  at any time,  change  the  minimum  amount for any
systematic withdrawals, impose or increase minimum remaining balances, limit the
number and frequency of requests for modifying systematic withdrawals and impose
a charge on systematic withdrawals.

FREE-LOOK RIGHT

   
     An Owner may return a Contract to  Security  Benefit  within the  Free-Look
Period,  which is generally a ten-day  period  beginning when the Owner receives
the  Contract.  The  returned  Contract  will then be deemed  void and  Security
Benefit will refund any purchase  payments  allocated to the Fixed  Account plus
the  Contract  Value in the  Subaccounts  plus  any  charges  deducted  from the
Subaccounts  and premium taxes,  if any.  Security  Benefit will refund purchase
payments allocated to the Subaccounts rather than Contract Value in those states
that require it to do so.
    

DEATH BENEFIT

     If the Owner dies during the Accumulation Period, Security Benefit will pay
the death benefit proceeds to the Designated  Beneficiary  upon receipt,  within
six  months  of the  date of the  Owner's  death,  of due  proof  of  death  and
instructions regarding payment to the Designated Beneficiary. If there are Joint
Owners,  the death benefit proceeds will be payable upon receipt of due proof of
death of either Owner during the Accumulation Period and instructions  regarding
payment.  If the Owner is not a natural person,  the death benefit proceeds will
be  payable  upon  receipt  of due proof of death of the  Annuitant  during  the
Accumulation  Period and  instructions  regarding  payment.  If the death of the
Owner occurs on or after the Annuity Start Date, no death benefit  proceeds will
be payable under the Contract,  except that any  guaranteed  payments  remaining
unpaid will continue to be paid to the Annuitant  pursuant to the Annuity Option
in force at the date of death.

   
     If the age of each  Owner was 75 or younger  on the date the  Contract  was
issued,  the death  benefit  will be the greater of (a) the  aggregate  purchase
payments,  less any reductions  caused by previous  withdrawals  and any premium
tax,  (b) the  Contract  Value  on the date due  proof of death is  received  by
Security Benefit at its Home Office, less any premium tax, or (c) the stepped-up
death benefit. The stepped-up death benefit is: (a) the largest death benefit on
any Contract anniversary that is both an exact multiple of five and occurs prior
to the oldest Owner attaining age 76, plus (b) any purchase  payments made since
the applicable fifth Contract anniversary, and (c) less any reductions caused by
withdrawals  since the applicable  fifth Contract  anniversary  and less premium
taxes.

     If the age of any  Owner was 76 or  greater  on the date the  Contract  was
issued,  or if due proof of death and  instructions  regarding  payment  are not
received by Security Benefit at its Home Office within six months of the date of
the Owner's  death,  the death  benefit will be the Full  Withdrawal  Value.  In
Florida,  the  Contract is not  available  for issue if any Owner would be 76 or
greater on the date of issue.

     The death benefit proceeds will be paid to the Designated  Beneficiary in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity Options.
    

     For  Contracts  issued  in  connection  with  Non-Qualified  Plans,  if the
surviving spouse of the deceased Owner is the sole Designated Beneficiary,  such
spouse may  continue  this  Contract in force until the earliest of the spouse's
death or the Annuity Start Date.  For any  Designated  Beneficiary  other than a
surviving  spouse,  only those  options may be chosen that  provide for complete
distribution  of such Owner's  interest in the Contract within five years of the
death of the Owner, or if the Designated  Beneficiary is a natural person,  that
person  can elect to begin  receiving  annuity  payments  within one year of the
Owner's  death  over a  period  not  extending  beyond  his or her  life or life
expectancy.  If  the

                                       20

<PAGE>

Owner of the  Contract is not a natural  person,  these  distribution  rules are
applicable upon the death of or a change in the primary Annuitant.

     For Contracts  issued in connection with Qualified  Plans, the terms of the
particular  Qualified Plan and the Internal Revenue Code should be reviewed with
respect to limitations or restrictions on  distributions  following the death of
the Owner or  Annuitant.  Because the rules  applicable  to Qualified  Plans are
extremely complex, a competent tax adviser should be consulted.

   
     If the Annuitant  dies prior to the Annuity Start Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the Annuitant's death or if a new Annuitant is not named,  Security Benefit will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Start Date, any guaranteed payments remaining unpaid will continue to be
paid to the  Designated  Beneficiary  pursuant to the Annuity Option in force at
the date of death.  See "Federal Tax  Matters,"  page 28 for a discussion of the
tax consequences in the event of death.
    

CHARGES AND DEDUCTIONS

CONTINGENT DEFERRED SALES CHARGE

   
     Security  Benefit  does not make  any  deduction  for  sales  charges  from
purchase  payments paid for an Individual  Contract before  allocating them to a
Contractowner's Contract Value. However, except as set forth below, a contingent
deferred  sales charge  (which may also be referred to as a withdrawal  charge),
may be assessed by Security Benefit on a full or partial  withdrawal,  including
systematic  withdrawals,  from an Individual Contract,  to the extent the amount
withdrawn  is  attributable  to  purchase  payments  made.  The  amount  of  the
withdrawal  charge depends upon the amount of time such withdrawal  amounts have
been  held  under the  Individual  Contract.  A  withdrawal  charge  will not be
assessed upon the FIRST withdrawal in a Contract Year of up to 10 percent of the
Contract Value as of the date of the withdrawal (the "Free Withdrawal  Amount").
If a full or partial withdrawal in excess of the Free Withdrawal Amount is made,
a  withdrawal  charge may be assessed on the amount  withdrawn  in excess of the
Free  Withdrawal  Amount to the extent the amount  withdrawn is  attributable to
purchase payments. If a second or subsequent withdrawal,  including a systematic
withdrawal,  is made in the same Contract Year,  any  withdrawal  charge will be
assessed on purchase payments withdrawn.
    

     For  purposes of the  charge,  a  withdrawal  will be  attributed  first to
purchase  payments in the order they were received by Security  Benefit and then
will be  attributed  to  earnings,  even if the  Contractowner  elects to redeem
amounts  allocated to an Account  (including  the Fixed  Account)  other than an
Account to which purchase payments were allocated. The amount of the charge will
depend  upon  the  number  of years  that the  purchase  payments  to which  the
withdrawal is attributed have remained credited under the Contract, as follows:

   
                                              For Contracts
                                             Issued Prior to
  Age of Purchase        Withdrawal          December 1, 1997
 Payment in Years          Charge           Withdrawal Charge
- --------------------    --------------     ---------------------

         1                   7%                     5%
         2                   6%                     5%
         3                   5%                     5%
         4                   4%                     5%
         5                   3%                     4%
         6                   2%                     3%
         7                   1%                     2%
         8                   0%                     0%

     For purposes of determining the age of the purchase  payment,  the purchase
payment  is  considered  age 1 in the year  beginning  on the date the  purchase
payment  is  received  by  Security  Benefit  and  increases  in age  each  year
thereafter.  In no event will the amount of any withdrawal charge, when added to
any such  charge  previously  assessed  against  any amount  withdrawn  from the
Contract,  exceed 7 percent (for  Contracts  issued prior to December 1, 1997, 5
percent) of the purchase payments paid under a Contract.  In addition, no charge
will be imposed (1) upon payment of death  benefit  proceeds  under the Contract
(except  Contracts  for which the issue age of any Owner is older than age 75 or
for which due proof of death and instructions regarding payment are not received
within six months of the date of death), (2) upon total and permanent disability
prior to age 65, or (3) upon withdrawals  that qualify for the  hospital/nursing
home waiver  described  below.  In  addition,  systematic  withdrawals  from the
Contracts may be made without the  imposition of the withdrawal  charge,  to the
extent that the total amount of such systematic  withdrawals during any Contract
Year does not exceed the Free Withdrawal  Amount. If a partial  withdrawal and a
systematic  withdrawal are taken in the same Contract Year, the Free  Withdrawal
Privilege  will apply to the partial  withdrawal  only if it occurs earlier than
the first  systematic  withdrawal in that Contract Year.  The withdrawal  charge
will  be  assessed  against  the  Subaccounts  and  Fixed  Account  in the  same
proportion as the withdrawal proceeds are allocated.
    

     The  contingent  deferred  sales  charge  will be used to  recover  certain
expenses  relating to sales of the Contracts,  including  commissions  and other
promotional  costs.  The amount derived by Security  Benefit from the contingent
deferred sales charge is not expected to be sufficient to cover the  promotional
expenses in connection  with the Contracts.  To the extent that all  promotional
expenses are not recovered from the charge,  such expenses may be recovered from
other  charges,  including  amounts  derived  indirectly  from  the  charge  for
mortality and expense risks.

                                       21

<PAGE>

     Security  Benefit  does not make  any  deduction  for  sales  charges  from
purchase  payments paid for a Trust Contract before allocating them under such a
Contract,  and no  contingent  deferred  sales  charge is  assessed  by Security
Benefit on a full or partial withdrawal from a Trust Contract.

   
HOSPITAL/NURSING HOME WAIVER

     Security  Benefit will waive the  withdrawal  charge on any full or partial
withdrawal upon the Contractowner's request for such a waiver, provided that the
Contractowner:  (1) has been  confined to a  "hospital"  or  "qualified  skilled
nursing  facility"  for at least 30  consecutive  days  prior to the date of the
withdrawal;  (2) is so confined when Security  Benefit  receives the  withdrawal
request; and (3) became so confined after the date the Contract was issued. (See
"Definitions," page 6.) Any request for the hospital/nursing home waiver must be
accompanied  by a  properly  completed  claim form  which may be  obtained  from
Security  Benefit and a written  physician's  statement  acceptable  to Security
Benefit  certifying that such  confinement is a medical  necessity and is due to
illness  or  infirmity.   Security  Benefit  reserves  the  right  to  have  the
Contractowner  examined  by a  physician  of  Security  Benefit's  choice and at
Security Benefit's expense to determine if the Contractowner is eligible for the
hospital/nursing  home waiver. The hospital/nursing home waiver is not available
in certain states  pending  department of insurance  approval.  If the waiver is
later approved by the insurance department of a state,  Security Benefit intends
to make the waiver available to all  Contractowners  in that state at that time,
but there can be no  assurance  that the waiver  will be  approved.  Prospective
contractowners should contact their agent concerning  availability of the waiver
in their state.
    

MORTALITY AND EXPENSE RISK CHARGE

   
     Security  Benefit deducts a daily charge from the assets of each Subaccount
for mortality and expense risks assumed by Security Benefit under the Contracts.
The charge  under the  Individual  Contracts  is equal to an annual rate of 1.25
percent  (1.2  percent  during  Annuity  Options 1  through  4, 7 and 8) of each
Subaccount's average daily net assets that fund the Individual  Contracts.  This
amount is intended to  compensate  Security  Benefit for certain  mortality  and
expense  risks  Security  Benefit  assumes in  offering  and  administering  the
Individual Contracts and in operating the Subaccounts.

     The mortality and expense risk charge under the Trust Contracts is equal to
an annual rate of .65 percent of each Subaccount's average daily net assets that
fund the Trust Contracts. This amount is intended to compensate Security Benefit
for certain mortality and expense risks Security Benefit assumes in offering and
administering the Trust Contracts and in operating the Separate Account.
    

     The expense risk is the risk that  Security  Benefit's  actual  expenses in
issuing and  administering  the Contracts and operating the Subaccounts  will be
more than the charges  assessed for such  expenses.  The mortality risk borne by
Security Benefit is the risk that Annuitants,  as a group, will live longer than
Security  Benefit's  actuarial tables predict.  In this event,  Security Benefit
guarantees  that annuity  payments will not be affected by a change in mortality
experience  that results in the payment of greater  annuity  income than assumed
under the Annuity  Options in the  Contract.  Security  Benefit  also  assumes a
mortality risk in connection with the death benefit under the Contract.

     Security  Benefit may  ultimately  realize a profit from this charge to the
extent it is not needed to cover  mortality  and  administrative  expenses,  but
Security  Benefit may 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  any  promotional  expenses  not  covered by the  contingent
deferred sales charge.

ADMINISTRATIVE  CHARGE

   
     Security Benefit deducts a daily  administrative  charge equal to an annual
rate of .15 percent (0 percent during  Annuity  Options 1 through 4, 7 and 8) of
each Subaccount's  average daily net assets that fund the Individual  Contracts.
For the Trust Contracts, the charge is equal to an annual rate of .05 percent of
each  Subaccount's  average daily net assets that fund the Trust Contracts.  The
purpose  of this  charge  is to  reimburse  Security  Benefit  for the  expenses
associated   with   administration   of  the  Contracts  and  operation  of  the
Subaccounts. Security Benefit does not expect to profit from this charge.
    

PREMIUM TAX CHARGE

     Various  states  and  municipalities  impose a tax on  premiums  on annuity
contracts  received  by  insurance  companies.  Whether or not a premium  tax is
imposed will depend upon,  among other  things,  the Owner's state of residence,
the  Annuitant's  state of  residence,  and the  insurance tax laws and Security
Benefit's status in a particular state.  Security Benefit assesses a premium tax
charge to reimburse itself for premium taxes that it incurs in connection with a
Contract. This charge will be deducted upon annuitization,  upon full or partial
withdrawal,  or upon payment of the death benefit, if premium taxes are incurred
at that time and are not  refundable.  Security  Benefit  reserves  the right to
deduct  premium  taxes  when  due or any  time  thereafter.  Premium  tax  rates
currently  range from 0 percent  to 3.5  percent,  but are  subject to change by
governmental entities.

OTHER CHARGES

   
     Security Benefit may charge the Separate Account or the Subaccounts for the
federal,   state,  or  local  taxes  incurred  by  Security   Benefit  that  are
attributable to operation of the Separate Account or the Subaccounts,  or to the
operations  of  Security  Benefit  with  respect to the  Contracts,  or that are
attributable to payment of premiums or acquisition costs under the Contracts. No
such charge is currently  assessed.  See "Tax Status of Security Benefit and the
Separate Account" and "Charge for Security Benefit Taxes," page 29.
    
                                       22

<PAGE>

VARIATIONS  IN CHARGES

   
     Security Benefit may reduce or waive the amount of the contingent  deferred
sales  charge  and  administrative  charge  for a  Contract  where the  expenses
associated with the sale of the Contract or the  administrative  and maintenance
costs associated with the Contract are reduced for reasons such as the amount of
the initial purchase payment,  the amounts of projected  purchase  payments,  or
that the Contract is sold in connection  with a group or sponsored  arrangement.
Security  Benefit also may reduce or waive the contingent  deferred sales charge
and  administrative  charge on Contracts sold to the directors or employees (and
certain members of their families) of Security Benefit, First of America, or any
of their  respective  affiliates  or to trustees of the Mutual  Funds.  Security
Benefit  will  only  reduce  or  waive  such  charges  and fees  where  expenses
associated  with  the  sale  of  the  Contract  or  the  costs  associated  with
administering and maintaining the Contract are reduced.
    

GUARANTEE OF CERTAIN  CHARGES

   
     Security Benefit guarantees that the charge for mortality and expense risks
will not exceed an annual rate of 1.25 percent  under the  Individual  Contracts
and .65 percent under the Trust Contracts,  and the administrative  charge shall
not exceed an annual rate of .15 percent under the  Individual  Contracts or .05
percent under the Trust Contracts.
    

MUTUAL FUND EXPENSES

   
     Each Subaccount of the Separate  Account  purchases shares at the net asset
value of the  corresponding  Series of one of the Mutual Funds. Each Series' net
asset value  reflects the  investment  advisory fee and other  expenses that are
deducted from the assets of the Series. The advisory fees and other expenses are
more fully described in the respective Mutual Fund prospectuses.
    

ANNUITY PERIOD

GENERAL

   
     The   Contractowner   selects  the  Annuity  Start  Date  at  the  time  of
application.  If one of  Annuity  Options 1 through  4, 7 or 8 is  elected,  the
Annuity  Start Date may not be prior to the third annual  Contract  anniversary.
The Annuity Start Date may not be deferred  beyond the later of the  Annuitant's
85th birthday or the tenth annual  Contract  anniversary (in no event later than
the  Annuitant's  95th  birthday),  although  the terms of a Qualified  Plan may
require annuitization at an earlier age. If the Contractowner does not select an
Annuity Start Date, the Annuity Start Date will be the later of the  Annuitant's
70th birthday or 10th annual Contract Anniversary. For Contracts issued prior to
December 1, 1997, if the Owner does not select an Annuity  Start Date,  the date
will be the Annuitant's 65th birthday. See "Selection of an Option," page 25. If
there are Joint Annuitants, the birthdate of the older Annuitant will be used to
determine the latest Annuity Start Date.

     On the Annuity Start Date,  the proceeds under the Contract will be applied
to provide an annuity under one of the options  described below.  Each option is
available  in  two  forms--either  as  a  variable  annuity  for  use  with  the
Subaccounts or as a fixed annuity for use with the Fixed Account.  A combination
variable and fixed annuity is also  available.  Variable  annuity  payments will
fluctuate with the investment  performance of the applicable  Subaccounts  while
fixed annuity  payments will not. Unless the Owner directs  otherwise,  proceeds
derived from  Contract  Value  allocated to the  Subaccounts  will be applied to
purchase a variable  annuity and proceeds  derived from Contract Value allocated
to the Fixed Account will be applied to purchase a fixed  annuity.  The proceeds
under the Contract will be equal to the  Contractowner's  Contract  Value in the
Subaccounts  and the Fixed Account as of the Annuity Start Date,  reduced by any
applicable  premium taxes, and any outstanding  Contract Debt.

     Contracts  issued  after  November  30,  1997,  provide for eight  optional
annuity forms.  Contracts issued prior to December 1, 1997 provide for the first
six Annuity Options and Security Benefit makes Annuity Options 7 and 8 available
under such Contracts. Other Annuity Options may be available upon request at the
discretion of Security  Benefit.  Annuity  payments are based upon annuity rates
that vary with the Annuity Option  selected.  In the case of Options 1 through 4
and 8, the rates  will vary  based on the age and sex of the  Annuitant,  except
that unisex rates are available  where required by law. In the case of Options 5
through 7 as described  below, age and sex are not  considerations.  The annuity
rates  are  based  upon an  assumed  interest  rate of 3.5  percent,  compounded
annually. If no Annuity Option has been selected,  annuity payments will be made
to the  Annuitant  under an automatic  option which shall be an annuity  payable
during the lifetime of the Annuitant with payments guaranteed to be made for 120
months under Option 2.

     Annuity  Options 1 through 4 and 8 provide  for  payments to be made during
the lifetime of the Annuitant.  Annuity payments under such options cease in the
event of the  Annuitant's  death,  unless the option  provides  for a guaranteed
minimum number of payments,  for example a life income with guaranteed  payments
of 5, 10, 15 or 20 years.  The level of annuity  payments  will be  greater  for
shorter  guaranteed periods and less for longer guaranteed  periods.  Similarly,
payments  will be  greater  for life  annuities  than  for  joint  and  survivor
annuities,  because  payments for life  annuities  are expected to be made for a
shorter  period.  The  Annuitant's  age and sex (unless unisex rates apply) will
also affect the level of annuity payments as life expectancy and gender are used
to predict the period of time over which payments will be made.
    

     Annuity payments can be made on a monthly, quarterly, semiannual, or annual
basis,  although no payments will be made for less than $50. If the frequency of
payments  selected would result in payments of less than $50,  Security  Benefit
reserves the right to change the frequency.

                                       23

<PAGE>

     An Owner may designate or change an Annuity Start Date, Annuity Option, and
Annuitant, provided proper written notice is received by Security Benefit at its
Home  Office at least 30 days prior to the  Annuity  Start Date set forth in the
Contract.  The date  selected as the new Annuity  Start Date must be at least 30
days after the date written notice  requesting a change of Annuity Start Date is
received at Security Benefit's Home Office.

   
     Once annuity  payments have  commenced  under Options 1 through 4 and 8, an
Annuitant or Owner cannot change the Annuity Option and cannot  surrender his or
her annuity and receive a lump-sum  settlement  in lieu  thereof.  Under Annuity
Options 5 through 7, full or partial  withdrawals  may be made after the Annuity
Start Date,  subject to any applicable  withdrawal charge. The Contract contains
annuity  tables for Annuity  Options 1 through 4, 7 and 8 described  below.  The
tables contain the guaranteed  minimum dollar amount (per $1,000 applied) of the
FIRST  annuity  payment for a variable  annuity and each  annuity  payment for a
fixed annuity.
    

ANNUITY OPTIONS

OPTION 1 - LIFE INCOME

     Periodic  annuity  payments  will  be  made  during  the  lifetime  of  the
Annuitant.  It is possible  under this Option for any  Annuitant to receive only
one annuity payment if the  Annuitant's  death occurred prior to the due date of
the second  annuity  payment,  two if death  occurred prior to the third annuity
payment due date, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER
THIS OPTION.  PAYMENTS CEASE UPON THE DEATH OF THE ANNUITANT,  REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

OPTION 2 - LIFE INCOME WITH GUARANTEED PAYMENTS OF 5, 10, 15 OR 20 YEARS

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that if, at the death of the Annuitant, payments have been made
for less than a stated period,  which may be five, ten, fifteen or twenty years,
as elected,  annuity  payments  will be continued  during the  remainder of such
period to the Designated Beneficiary.

OPTION 3 - LIFE WITH INSTALLMENT REFUND OPTION

     Periodic annuity payments will be made during the lifetime of the Annuitant
with the promise that, if at the death of the Annuitant,  the number of payments
that has been made is less than the number  determined  by  dividing  the amount
applied under this Option by the amount of the first payment,  annuity  payments
will be continued to the  Designated  Beneficiary  until that number of payments
has been made.

OPTION 4 - JOINT AND LAST SURVIVOR

     Periodic  annuity  payments  will be made  during  the  lifetime  of either
Annuitant.  It is possible under this Option for only one annuity  payment to be
made if both  Annuitants  died prior to the second annuity payment due date, two
if both died prior to the third annuity payment due date, etc. AS IN THE CASE OF
OPTION 1, THERE IS NO MINIMUM NUMBER OF PAYMENTS  GUARANTEED  UNDER THIS OPTION.
PAYMENTS CEASE UPON THE DEATH OF THE LAST SURVIVING ANNUITANT, REGARDLESS OF THE
NUMBER OF PAYMENTS RECEIVED.

OPTION 5 - PAYMENTS FOR A SPECIFIED PERIOD

     Periodic  annuity  payments will be made for a fixed  period,  which may be
from five to twenty years, as elected, with the guarantee that, if, at the death
of all  Annuitants,  payments  have been made for less than the  selected  fixed
period,   the  remaining   unpaid  payments  will  be  paid  to  the  Designated
Beneficiary.

OPTION 6 - PAYMENTS OF A SPECIFIED AMOUNT

     Periodic  payments  of the  amount  elected  will be made  until the amount
applied and interest thereon are exhausted,  with the guarantee that, if, at the
death of all  Annuitants,  all  guaranteed  payments have not yet been made, the
remaining unpaid payments will be paid to the Designated Beneficiary.

   
OPTION 7 - PERIOD CERTAIN

     Periodic  annuity payments will be made for a stated period which may be 5,
10, 15 or 20 years,  as elected.  If the Annuitant  dies prior to the end of the
period, the remaining payments will be made to the Designated Beneficiary.

OPTION 8 - JOINT AND CONTINGENT SURVIVOR OPTION

     Periodic  annuity  payments  will be made  during  the life of the  primary
Annuitant. Upon the death of the primary Annuitant, payments will be made to the
contingent  Annuitant during his or her life. If the contingent Annuitant is not
living upon the death of the Primary Annuitant,  no payments will be made to the
contingent  Annuitant.  It is  possible  under this  Option for only one annuity
payment to be made if both  Annuitants  died prior to the second annuity payment
due date, two if both died prior to the third annuity  payment due date, etc. AS
IN THE  CASE  OF  OPTIONS  1 AND 4,  THERE  IS NO  MINIMUM  NUMBER  OF  PAYMENTS
GUARANTEED  UNDER  THIS  OPTION.  PAYMENTS  CEASE  UPON  THE  DEATH  OF THE LAST
SURVIVING ANNUITANT REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

VALUE OF VARIABLE ANNUITY PAYMENTS:
ASSUMED INTEREST RATE

     The annuity  tables in the Contract  which are used to  calculate  variable
annuity  payments  for  Annuity  Options  1  through  4, 7 and 8 are based on an
"assumed interest rate" of 3 1/2 percent.  If the actual investment  performance
of the
    

                                       24

<PAGE>

   
Subaccount  selected is such that the net investment return is 3 1/2 percent per
annum,  payments  under one of those  options will remain  constant.  If the net
investment  return exceeds 3 1/2 percent,  the payments will increase and if the
return is less than 3 1/2 percent,  the payments will  decline.  Use of a higher
assumed  interest  rate would mean a higher  initial  payment  but a more slowly
rising  series of  subsequent  payments  in a rising  market (or a more  rapidly
falling series of subsequent payments in a declining market). A lower assumption
would have the opposite effect.
    

SELECTION OF AN OPTION

   
     Contractowners  should  carefully  review the  Annuity  Options  with their
financial or tax adviser, and, for Contracts used in connection with a Qualified
Plan,  reference  should  be made to the  terms of the  particular  plan and the
requirements of the Internal Revenue Code for pertinent  limitations  respecting
annuity  payments and other matters.  For instance,  Qualified  Plans  generally
require that annuity  payments  begin no later than April 1 of the calendar year
following the year in which the Annuitant reaches age 70 1/2. In addition, under
Qualified  Plans,  the period  elected  for  receipt of annuity  payments  under
Annuity Options generally may be no longer than the joint life expectancy of the
Annuitant and Beneficiary in the year that the Annuitant reaches age 70 1/2, and
must be shorter than such joint life  expectancy if the  Beneficiary  is not the
Annuitant's  spouse and is more than ten years younger than the  Annuitant.  For
Non-Qualified  Plans,  SBL does not allow annuity payments to be deferred beyond
the  later  of the  Annuitant's  85th  birthday  or the  tenth  annual  Contract
anniversary (but in no event later than the oldest Annuitant's 95th birthday).
    

THE FIXED ACCOUNT

   
     Contractowners may allocate all or a portion of their purchase payments and
transfer  Contract  Value to the Fixed Account.  Amounts  allocated to the Fixed
Account  become part of  Security  Benefit's  General  Account,  which  supports
Security  Benefit's  insurance and annuity  obligations.  The General Account is
subject to regulation and  supervision by the Kansas  Department of Insurance as
well as the insurance laws and regulations of other  jurisdictions  in which the
Contract  is  distributed.  In reliance on certain  exemptive  and  exclusionary
provisions,  interests  in  the  Fixed  Account  have  not  been  registered  as
securities  under  the  Securities  Act of 1933 (the  "1933  Act") and the Fixed
Account has not been  registered as an investment  company under the  Investment
Company Act of 1940 (the "1940 Act"). Accordingly, neither the Fixed Account nor
any interests therein are generally subject to the provisions of the 1933 Act or
the 1940 Act.  Security  Benefit has been  advised that the staff of the SEC has
not reviewed the  disclosure in this  Prospectus  relating to the Fixed Account.
This  disclosure,  however,  may be  subject  to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in the Prospectus.  This Prospectus is generally
intended  to serve as a  disclosure  document  only for  aspects  of a  Contract
involving the Separate Account and contains only selected information  regarding
the Fixed Account.  For more information  regarding the Fixed Account,  see "The
Contract," page 16.
    

     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.

INTEREST

   
     Amounts  allocated to the Fixed  Account  earn  interest at a fixed rate or
rates that are paid by Security Benefit. The Contract Value in the Fixed Account
earns  interest at an interest  rate that is guaranteed to be at least an annual
effective rate of 3 percent (3.5 percent for Contracts  issued prior to December
1, 1997) which will accrue daily ("Guaranteed Rate"). Such interest will be paid
regardless  of the  actual  investment  experience  of  the  Fixed  Account.  In
addition,  Security  Benefit  may  in  its  discretion  pay  interest  at a rate
("Current  Rate") that  exceeds  the  Guaranteed  Rate.  Security  Benefit  will
determine the Current Rate, if any, from time to time, and reserves the right to
change such rate at any time.
    

     Contract  Value that was  allocated  or  transferred  to the Fixed  Account
during one month may be credited  with a  different  Current  Rate than  amounts
allocated or transferred to the Fixed Account in another  month.  Therefore,  at
any given time,  various portions of a Contractowner's  Contract 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 investment risk for
the Contract Value allocated to the Fixed Account and for paying interest at the
Guaranteed Rate on amounts allocated to the Fixed Account.

   
     For purposes of  determining  the interest rates to be credited on Contract
Value in the Fixed  Account,  withdrawals,  loans,  or transfers  from the Fixed
Account  will be deemed to be taken from  purchase  payments or transfers in the
order in which they were credited to the Fixed Account.
    

DEATH BENEFIT

   
     The death benefit under the Contract will be determined in the same fashion
for a Contract  that has Contract  Value in the Fixed  Account as for a Contract
that has Contract Value allocated to the Subaccounts.  See "Death Benefit," page
20.
    

CONTRACT CHARGES

   
     The contingent deferred sales charge and premium taxes will be the same for
Contractowners  who allocate purchase payments or transfer Contract Value to the
Fixed Account as for those who allocate  purchase  payments to the
    

                                       25

<PAGE>

   
Subaccounts.  The charges for mortality and expense risks and the administrative
charge will not be  assessed  against the Fixed  Account,  and any amounts  that
Security  Benefit pays for income taxes allocable to the Subaccounts will not be
charged against the Fixed Account. In addition, the investment advisory fees and
operating  expenses  paid by the  Mutual  Funds  will  not be paid  directly  or
indirectly by  Contractowners  to the extent the Contract  Value is allocated to
the Fixed Account;  however,  such  Contractowners  will not  participate in the
investment experience of the Subaccounts.
    

TRANSFERS AND WITHDRAWALS

     Amounts may be  transferred  from the  Subaccounts to the Fixed Account and
from the Fixed Account to the Subaccounts, subject to the following limitations.
During the  Accumulation  Period,  a  Contractowner  may transfer from the Fixed
Account to the  Subaccounts  in any Contract  Year not more than the greatest of
(1) $5,000,  (2) one third of the amount  invested  in the Fixed  Account at the
time of the first  transfer  in the  Contract  Year,  or (3) 120  percent of the
amount  transferred  from the Fixed Account  during the previous  Contract Year.
Security Benefit 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 Contract 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  percent of the lesser of: (i) the dollar  amount
transferred  from the Fixed Account in the previous  Contract  Year; or (ii) the
maximum dollar amount that would have been allowed in the previous Contract year
under the transfer provisions above absent the Waiver Period.

   
     The first twelve transfers in any Contract Year are without charge; for any
additional transfers, a charge of $25 is imposed. The minimum transfer amount is
$500 or the amount remaining in the Fixed Account. Security Benefit reserves the
right to impose limitations on the number, and amount of transfers in the future
and the right to suspend transfers.

     The  Contractowner  may also make full and partial  withdrawals to the same
extent as a Contractowner  who has allocated  Contract Value to the Subaccounts.
See "Full and Partial  Withdrawals," page 19. In addition, to the same extent as
Contractowners  with Contract Value in the Subaccounts,  the Owner of a Contract
used in connection  with a retirement plan qualified under Section 403(b) of the
Internal  Revenue Code may obtain a loan if so permitted under the terms of such
plan. See "Loans," page 27.
    

PAYMENTS FROM THE FIXED ACCOUNT

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

MORE ABOUT THE CONTRACT

OWNERSHIP

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

     JOINT  OWNERS.  The  Joint  Owners  will be joint  tenants  with  rights of
survivorship  and upon the death of an Owner,  the surviving  Owner shall be the
sole Owner;  however,  the  Designated  Beneficiary  shall have the right to the
death  benefit  payable  upon the death of the  Owner  during  the  Accumulation
Period.  Any Contract  transaction  requires the  signature of all persons named
jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

     The  Beneficiary is the individual  named as such in the application or any
later change shown in Security Benefit's  records.  The Contractowner may change
the Beneficiary at any time while the Contract is in force by written request on
forms provided by Security  Benefit and received by Security Benefit at its Home
Office.  The change will not be binding on Security Benefit until it is received
and  recorded at its Home  Office.  The change will be  effective as of the date
this form is signed  subject  to any  payments  made or other  actions  taken by
Security  Benefit  before the change is  received  and  recorded.  A  Contingent
Beneficiary may be designated.  The Owner may designate a permanent  Beneficiary
whose rights under the Contract cannot be changed without his or her consent.

     Reference  should be made to the terms of a particular  Qualified  Plan and
any applicable law for any  restrictions  or limitations on the designation of a
Beneficiary.

PARTICIPATING

     The  Contract 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.

PAYMENTS FROM THE SEPARATE ACCOUNT

     Security Benefit will pay any full or partial  withdrawal  benefit or death
benefit  proceeds from Contract  Value  allocated to the  Subaccounts,  and will
effect a transfer between  Subaccounts or from a Subaccount to the Fixed Account
within  seven  days from the  Valuation  Date a proper  request is  received  at
Security  Benefit's  Home  Office.  However,  Security  Benefit can postpone the
calculation  or  payment  of such a payment  or  transfer  of  amounts  from the
Subaccounts to the extent  permitted  under  applicable  law, which is currently
permissible only for any period: (a) during

                                       26

<PAGE>

which the New York Stock  Exchange is closed  other than  customary  weekend and
holiday  closings,  (b) during which  trading on the New York Stock  Exchange is
restricted  as  determined  by the  SEC,  (c)  during  which  an  emergency,  as
determined  by the SEC,  exists as a result of which (i) disposal of  securities
held by the Separate  Account is not reasonably  practicable,  or (ii) it is not
reasonably  practicable  to  determine  the value of the assets of the  Separate
Account,  or (d) for such other  periods as the SEC may by order  permit for the
protection of investors.

PROOF OF AGE AND SURVIVAL

     Security  Benefit  may  require  proof of age or  survival of any person on
whose life annuity payments depend.

MISSTATEMENTS

     If the age or sex of an  Annuitant  or age of an Owner has been  misstated,
the correct amount paid or payable by Security  Benefit under the Contract shall
be such as the  Contract  Value would have  provided  for the correct age or sex
(unless unisex rates apply).

LOANS

   
     An Owner of a Contract  issued in connection with a retirement plan that is
qualified  under  Section  403(b) of the Internal  Revenue Code may borrow money
from Security  Benefit using his or her Contract  Value as the only security for
the loan by submitting a proper written request to Security Benefit.  A loan may
be taken  while the Owner is living and prior to the  Annuity  Start  Date.  The
minimum loan that may be taken is $1,000.  The maximum loan that can be taken is
generally  equal to the lesser of: (1) $50,000 reduced by the excess of: (a) the
highest outstanding loan balance within the preceding twelve-month period ending
on the day  before  the date the loan is  made;  over (b) the  outstanding  loan
balance on the date the loan is made; or (2) 50 percent of the Contract Value or
$10,000,  whichever  is greater.  However,  an amount may not be borrowed  which
exceeds the  annuity's  total value minus the amount  needed as security for the
loan as described below.  The Internal Revenue Code requires  aggregation of all
loans made to an individual  employee  under a single  employer  plan.  However,
since Security  Benefit has no  information  concerning  outstanding  loans with
other providers,  we will only use information available under annuity contracts
issued  by us.  In  addition,  reference  should  be  made to the  terms  of the
particular Qualified Plan for any additional loan restrictions.

     When an eligible  Contractowner  takes a loan,  Contract Value in an amount
equal to the loan amount is transferred  from the  Subaccounts  and/or the Fixed
Account into an account  called the "Loan  Account." In addition,  10 percent of
the loaned  amount will be held in the Fixed  Account as security  for the loan.
Amounts  allocated to the Loan Account earn 3 percent (3.5 percent for Contracts
issued prior to December 1, 1997), the minimum rate of interest guaranteed under
the Fixed Account.  Amounts acting as security for the loan in the Fixed Account
will earn the Current Rate.

     Interest  will be charged for the loan and will accrue on the loan  balance
from the  effective  date of any loan.  The loan interest rate will be 5 percent
(5.50  percent for  Contracts  issued  prior to  December 1, 1997).  Because the
Contract Value  maintained in the Loan Account will always be equal in amount to
the outstanding loan balance, the net cost of a loan is 2 percent.
    

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

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

                                       27

<PAGE>

RESTRICTIONS ON WITHDRAWALS FROM QUALIFIED PLANS

   
     Generally,  a  Qualified  Plan  may not  provide  for the  distribution  or
withdrawal of amounts  accumulated under such Qualified Plan until after a fixed
number of years,  the  attainment  of a stated age or upon the  occurrence  of a
specific event such as hardship, disability, retirement, death or termination of
employment.  Therefore,  the Owner of a Contract  purchased in connection with a
Qualified  Plan may not be  entitled  to make a full or partial  withdrawal,  as
described in this Prospectus,  unless one of the above-described  conditions has
been  satisfied.  For this reason  reference  should be made to the terms of the
particular  Qualified Plan, the Internal  Revenue Code and other  applicable law
for any limitation or restriction on distributions  and  withdrawals,  including
the 10 percent  penalty  tax that may be imposed in the event of a  distribution
from a  Qualified  Plan  before  the  participant  reaches  age 59 1/2.  See the
discussion under "Tax Penalties," page 33.
    

     The  distribution  or withdrawal  of amounts under a Contract  purchased in
connection  with a Qualified Plan may result in the receipt of taxable income to
the Owner or Annuitant  and in some  instances may also result in a penalty tax.
Therefore, the tax consequences of a distribution or withdrawal under a Contract
should be carefully  considered and a competent tax adviser should be consulted.
See "Federal Tax Matters" below.

RESTRICTIONS ON WITHDRAWALS FROM 403(B) PROGRAMS

   
     Section 403(b) of the Internal Revenue Code permits public school employees
and  employees  of certain  types of  charitable,  educational,  and  scientific
organizations  specified in Section  501(c)(3)  of the Internal  Revenue Code to
purchase annuity contracts, and, subject to certain limitations,  to exclude the
amount of purchase  payments from gross income for tax purposes.  Section 403(b)
imposes  restrictions  on  certain   distributions  from  tax-sheltered  annuity
contracts meeting the requirements of Section 403(b).
    

     Section   403(b)   requires   that   distributions   from  Section   403(b)
tax-sheltered  annuities that are  attributable to employee  contributions  made
after December 31, 1988 under a salary reduction  agreement begin only after the
employee reaches age 59 1/2, separates from service,  dies, becomes disabled, or
incurs a hardship.  Furthermore,  distributions  of gains  attributable  to such
contributions  accrued  after  December  31,  1988 may not be made on account of
hardship.  Hardship,  for this purpose, is generally defined as an immediate and
heavy  financial need,  such as paying for medical  expenses,  the purchase of a
residence,  or  paying  certain  tuition  expenses,  that may only be met by the
distribution.

     An Owner of a Contract purchased as a tax-sheltered  Section 403(b) annuity
contract will not, therefore,  be entitled to make a full or partial withdrawal,
as described in this Prospectus,  in order to receive proceeds from the Contract
attributable to contributions  under a salary  reduction  agreement or any gains
credited  to  such  Contract   after   December  31,  1988  unless  one  of  the
above-described  conditions  has been  satisfied.  In the case of  transfers  of
amounts  accumulated  in a different  Section  403(b)  contract to this Contract
under a Section 403(b) program, the withdrawal constraints described above would
not apply to the amount transferred to the Contract  attributable to the Owner's
December 31, 1988 account  balance under the old contract,  provided the amounts
transferred  between  contracts  qualified  as a  tax-free  exchange  under  the
Internal  Revenue  Code.  An Owner of a  Contract  may be able to  transfer  the
Contract's  Full  Withdrawal  Value to  certain  other  investment  alternatives
meeting  the  requirements  of  Section  403(b)  that  are  available  under  an
employer's Section 403(b) arrangement.

     Pursuant to Revenue Ruling 90-24, a direct  transfer  between issuers of an
amount representing all or part of an individual's  interest in a Section 403(b)
annuity  or  custodial  account  is  not a  distribution  subject  to  tax or to
premature  distribution  penalty,  provided the funds transferred continue after
the transfer to be subject to  distribution  requirements  at least as strict as
those applicable to them before the transfer.

FEDERAL TAX MATTERS

INTRODUCTION

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

                                       28

<PAGE>

FROM, ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.

TAX STATUS OF SECURITY BENEFIT AND THE SEPARATE ACCOUNT

GENERAL

     Security  Benefit  is  taxed  as a life  insurance  company  under  Part I,
Subchapter  L of the  Code.  Because  the  Separate  Account  is not  taxed as a
separate  entity and its operations  form a part of Security  Benefit,  Security
Benefit will be  responsible  for any federal  income taxes that become  payable
with respect to the income of the Separate  Account.  However,  each  Subaccount
will bear its allocable share of such liabilities. Under current law, no item of
dividend income,  interest  income,  or realized capital gain of the Subaccounts
will be taxed to  Security  Benefit  to the  extent it is  applied  to  increase
reserves under the Contracts.

     Under the principles set forth in I.R.S.  Revenue Ruling 81-225 and Section
817(h) of the Code and regulations  thereunder,  Security  Benefit believes that
Security  Benefit  will be treated  as the owner of the  assets in the  Separate
Account for federal income tax purposes.

     The  Separate  Account  will  invest  its  assets in a mutual  fund that is
intended to qualify as a regulated investment company under Part I, Subchapter M
of the Code. If the  requirements  of the Code are met, the Mutual Fund will not
be taxed on amounts distributed on a timely basis to the Separate Account.

CHARGE FOR SECURITY BENEFIT TAXES

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

DIVERSIFICATION STANDARDS

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

     In   connection   with   the   issuance   of  the   regulations   governing
diversification  under  Section  817(h) of the  Code,  the  Treasury  Department
announced  that it would issue  future  regulations  or rulings  addressing  the
circumstances in which a variable Contractowner's control of the investment of a
separate account may cause the contractowner, rather than the insurance company,
to be treated as the owner of the assets held by the  separate  account.  If the
variable  contractowner is considered the owner of the securities underlying the
separate  account,  income  and  gains  produced  by those  securities  would be
included currently in the Contractowner's gross income.

     It is not clear,  at  present,  what  these  regulations  or rulings  would
provide.  It is possible that when the  regulations  or rulings are issued,  the
Contract  may need to be  modified  in order to remain in  compliance.  Security
Benefit intends to make reasonable  efforts to comply with any such  regulations
or rulings to assure  that the  Contract  continues  to be treated as an annuity
contract  for federal  income tax  purposes  and reserves the right to make such
changes as it deems appropriate for that purpose.

TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS

   
     Section  72 of the Code  governs  taxation  of  annuities.  In  general,  a
contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural   Persons,"  page  30  and   "Diversification
Standards" above.
    

1.   Surrenders or Withdrawals Prior to the Annuity Start Date

     Code  Section 72 provides  that  amounts  received  upon a total or partial
withdrawal  from a contract  prior to the Annuity Start Date  generally  will be
treated  as gross  income  to the  extent  that the cash  value of the  contract
(determined  without  regard  to any  surrender  charge in the case of a partial
withdrawal)  exceeds the  "investment in the  contract." The  "investment in the
contract" is that  portion,  if any, of purchase  payments paid under a contract
less any distributions  received previously under the contract that are

                                       29

<PAGE>

excluded  from the  recipient's  gross income.  The taxable  portion is taxed at
ordinary income tax rates.  For purposes of this rule, a pledge or assignment of
a contract is treated as a payment  received on account of a partial  withdrawal
of a  contract.  Similarly,  loans  under a contract  generally  are  treated as
distributions under the contract.

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

     Upon receipt of a lump-sum  payment or an annuity  payment under an annuity
contract,  the  receipt is taxed if the cash value of the  contract  exceeds the
investment in the  contract.  Ordinarily,  the taxable  portion of such payments
will be taxed at ordinary income tax rates.

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

     Withholding  of federal income taxes on all  distributions  may be required
unless a recipient who is eligible  elects not to have any amounts  withheld and
properly notifies Security Benefit of that election.

3.   Penalty Tax on Certain Surrenders and Withdrawals

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

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

ADDITIONAL CONSIDERATIONS

1.   Distribution-at-Death Rules

     In order to be  treated  as an annuity  contract,  a contract  issued on or
after January 19, 1985, must provide the following two  distribution  rules: (a)
if the owner  dies on or after the  Annuity  Start  Date,  and before the entire
interest in the  contract  has been  distributed,  the  remainder of the owner's
interest will be  distributed at least as quickly as the method in effect on the
owner's  death;  and (b) if the owner dies  before the Annuity  Start Date,  the
entire interest in the contract must generally be distributed  within five years
after the date of death,  or, if payable to a  designated  beneficiary,  must be
annuitized  over the life of that  designated  beneficiary  or over a period not
extending beyond the life expectancy of that beneficiary,  commencing within one
year after the date of death of the owner. If the designated  beneficiary is the
spouse of the owner,  the  contract  (together  with the  deferral of tax on the
accrued and future income thereunder) may be continued in the name of the spouse
as owner.

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

2.   Gift of Annuity Contracts

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

3.   Contracts Owned by Non-Natural Persons

     For  contributions  to annuity  contracts  after  February 28, 1986, if the
contract is held by a non-natural person (for

                                       30

<PAGE>

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

4.   Multiple Contract Rule

     For contracts  entered into on or after  October 21, 1988,  for purposes of
determining the amount of any distribution under Code Section 72(e) (amounts not
received as annuities) that is includable in gross income, all annuity contracts
issued by the same insurer to the same  contractowner  during any calendar  year
are to be aggregated  and treated as one  contract.  Thus,  any amount  received
under any such contract  prior to the contract's  Annuity Start Date,  such as a
partial surrender,  dividend,  or loan, will be taxable (and possibly subject to
the 10 percent  penalty  tax) to the extent of the  combined  income in all such
contracts.

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

QUALIFIED PLANS

     The Contract may be used with Qualified Plans that meet the requirements of
Section  401,  403(b),  408 or 457 of the  Code.  The tax  rules  applicable  to
participants  in such Qualified Plans vary according to the type of plan and the
terms and  conditions  of the plan itself.  No attempt is made herein to provide
more than general  information  about the use of the  Contract  with the various
types of Qualified Plans.  Contractowners,  Annuitants,  and Beneficiaries,  are
cautioned  that the rights of any person to any  benefits  under such  Qualified
Plans may be  subject to the terms and  conditions  of the plans  themselves  or
limited  by  applicable  law,  regardless  of the  terms and  conditions  of the
Contract  issued in  connection  therewith.  For example,  Security  Benefit may
accept beneficiary  designations and payment instructions under the terms of the
Contract  without regard to any spousal  consents that may be required under the
Employee  Retirement  Income  Security  Act of  1974  (ERISA).  Consequently,  a
Contractowner's  Beneficiary  designation  or elected  payment option may not be
enforceable.

     The  amounts  that may be  contributed  to  Qualified  Plans are subject to
limitations  that  vary  depending  on the  type of  Plan.  In  addition,  early
distributions  from most Qualified  Plans may be subject to penalty taxes, or in
the  case  of  distributions  of  amounts  contributed  under  salary  reduction
agreements, could cause the Plan to be disqualified.  Furthermore, distributions
from most Qualified  Plans are subject to certain  minimum  distribution  rules.
Failure to comply with these rules could result in  disqualification of the Plan
or subject the Owner or Annuitant  to penalty  taxes.  As a result,  the minimum
distribution  rules may limit the  availability  of certain  Annuity  Options to
certain Annuitants and their beneficiaries.

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

1.   Section 401

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

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

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

     Each employee's  interest in a retirement plan qualified under Code Section
401 must  generally be  distributed  or begin to be  distributed  not later than
April 1 of the calendar  year  following the later of the calendar year in which
the employee reaches age 70 1/2 or retires ("required beginning

                                       31

<PAGE>

date").  Periodic  distributions must not extend beyond the life of the employee
or the lives of the  employee  and a  designated  beneficiary  (or over a period
extending  beyond  the  life  expectancy  of  the  employee  or the  joint  life
expectancy of the employee and a designated beneficiary).

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

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

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

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

     As a general  rule, a lump-sum  distribution  is fully  taxable as ordinary
income except for an amount equal to the employee's investment, if any, which is
recovered  tax-free.  However,  special  five-year  averaging  may be available,
provided the employee has reached age 59 1/2 and has not  previously  elected to
use income  averaging.  Five-year  averaging has been repealed  effective in the
year  2000.  Special  ten-year  averaging  and  capital-gains  treatment  may be
available to an employee who reached age 50 before 1986.

2.   Section 403(b)

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

   
     Section  403(b)  annuities  must  generally be provided  under a plan which
meets   certain   minimum   participation,   coverage,   and   nondiscrimination
requirements.   Section  403(b)  annuities  are  generally  subject  to  minimum
distribution  requirements  similar  to those  applicable  to  retirement  plans
qualified under Section 401 of the Code. See "Section 401," page 31.
    

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

3.   Section 408

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

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

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

See the IRA Disclosure Statement that accompanies this Prospectus.

     In general,  IRAs are subject to minimum distribution  requirements similar
to those applicable to retirement plans

                                       32

<PAGE>

   
qualified under Section 401 of the Code;  however,  the required  beginning date
for IRAs is generally the date that the Contractowner  reaches age 70 1/2 -- the
Contractowner's  retirement  date,  if any,  will not affect his or her required
beginning  date.  See  "Section  401,"  page  31.  Distributions  from  IRAs are
generally  taxed under Code  Section 72.  Under these  rules,  a portion of each
distribution  may be  excludable  from income.  The amount  excludable  from the
individual's income is the amount of the distribution which bears the same ratio
as the  individual's  nondeductible  contributions  bears to the expected return
under the IRA.
    

4.   Section 457

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

     Although a participant  under a Section 457 plan may be permitted to direct
or choose methods of investment,  in the case of a tax-exempt  employer  sponsor
all amounts  deferred under the plan, and any income thereon,  remain solely the
property of the  employer  and  subject to the claims of its general  creditors,
until paid to the participant.  The assets of a Section 457 plan maintained by a
state or local government  employer must be held in trust (or custodial  account
or an annuity contract) for the exclusive benefit of plan participants, who will
be responsible for taxes upon distribution.

   
     Section   457  plans  are   generally   subject  to  minimum   distribution
requirements  similar to those  applicable to retirement  plans  qualified under
Section 401 of the Code.  See "Section  401," page 31. Since under a Section 457
plan,  contributions  are generally  excludable  from the taxable  income of the
employee,  the full amount  received will usually be taxable as ordinary  income
when annuity payments commence or other distributions are made.
    

5.   Tax Penalties

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

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

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

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

6.   Withholding

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

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

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

                                       33

<PAGE>

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

OTHER INFORMATION

VOTING OF MUTUAL FUND SHARES

   
     Security  Benefit is the legal owner of the shares of the Mutual Funds held
by the  Subaccounts  of the Separate  Account.  In  accordance  with its view of
present   applicable   law,   Security   Benefit  will  exercise  voting  rights
attributable  to the  shares of each  Series  of the  Mutual  Funds  held in the
Subaccounts  at any  regular and special  meetings  of the  shareholders  of the
Mutual  Funds on  matters  requiring  shareholder  voting  under  the 1940  Act.
Security  Benefit  will  exercise  these  voting  rights  based on  instructions
received from persons having the voting interest in corresponding Subaccounts of
the Separate  Account.  However,  if the 1940 Act 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 Mutual Funds in its own right, it may elect to do so.

     The person having the voting interest under a Contract is the Owner. Unless
otherwise  required  by  applicable  law,  the number of shares of a  particular
Series as to which  voting  instructions  may be given to  Security  Benefit  is
determined  by dividing a  Contractowner's  Contract  Value in a Subaccount on a
particular  date by the net asset  value per share of that Series as of the same
date.  Fractional votes will be counted.  The number of votes as to which voting
instructions  may be given will be determined as of the date coincident with the
date  established by the Mutual Fund for  determining  shareholders  eligible to
vote at the meeting of the Mutual Fund. If required by the SEC, Security Benefit
reserves  the right to  determine  in a  different  fashion  the  voting  rights
attributable to the shares of the Mutual Funds.  Voting instructions may be cast
in person or by proxy.

     Trust Contracts may be purchased  through the trust  department of First of
America Bank - Michigan, N.A. (the "Bank") and the Bank, as trustee, will be the
legal  owner of, and have the voting  rights with  respect  to, such  Contracts.
First  of  America  Investment  Corporation,   the  Parkstone  Advantage  Fund's
investment adviser, is a wholly-owned  subsidiary of the Bank. In the event of a
vote of the Parkstone  Advantage  Fund  shareholders  on an issue  involving the
investment  adviser,  as for all other  issues,  the Bank is required to vote in
accordance with its fiduciary duty as trustee.

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

SUBSTITUTION OF INVESTMENTS

   
     Security Benefit reserves the right,  subject to compliance with the law as
then in effect,  to make additions to,  deletions  from,  substitutions  for, or
combinations  of the  securities  that are held by the  Separate  Account or any
Subaccount  or that the Separate  Account or any  Subaccount  may  purchase.  If
shares  of any or all of the  Series  of the  Mutual  Funds  should no longer be
available for investment, or if, in the judgment of Security Benefit management,
further  investment  in shares of any or all of the Series of the  Mutual  Funds
should become  inappropriate  in view of the purposes of the Contract,  Security
Benefit may substitute shares of another Series of one of the Mutual Funds or of
a different fund for shares already purchased,  or to be purchased in the future
under the Contract.  Security Benefit may also purchase, through the Subaccount,
other securities for other classes or contracts,  or permit a conversion between
classes of contracts on the basis of requests made by Owners.
    

     In connection with a substitution of any shares  attributable to an Owner's
interest in a Subaccount or the Separate Account,  Security Benefit will, to the
extent required under applicable law, provide notice, seek Owner approval,  seek
prior  approval  of the SEC,  and  comply  with the  filing or other  procedures
established by applicable state insurance regulators.

   
     Security   Benefit  also   reserves  the  right  to  establish   additional
Subaccounts of the Separate  Account that would invest in a new Series of one of
the Mutual Funds or in shares of another  investment  company, a series thereof,
or other suitable investment vehicle.  New Subaccounts may be established in the
sole  discretion  of  Security  Benefit,  and  any new  Subaccount  will be made
available to existing  Owners on a basis to be determined  by Security  Benefit.
Security  Benefit may also eliminate or combine one or more  Subaccounts  if, in
its sole discretion, marketing, tax, or investment conditions so warrant.
    

     Subject to compliance with applicable  law,  Security  Benefit may transfer
assets to the General Account. Security Benefit also reserves the right, subject
to any required  regulatory  approvals,  to transfer assets of any Subaccount of
the Separate Account to another separate account or Subaccount.

     In the event of any such  substitution or change,  Security Benefit may, by
appropriate  endorsement,  make such changes in these and other contracts 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  Contracts,  the  Separate

                                       34

<PAGE>

Account may be operated as a management investment company under the 1940 Act 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
Subaccounts  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 AND AMENDMENTS

     Security  Benefit  reserves  the right,  without the consent of Owners,  to
suspend sales of the Contract as presently offered and to make any change to the
provisions  of the  Contracts to comply with, or give Owners the benefit of, any
federal or state  statute,  rule,  or  regulation,  including but not limited to
requirements  for annuity  contracts  and  retirement  plans under the  Internal
Revenue Code and  regulations  thereunder  or any state  statute or  regulation.
Security  Benefit also  reserves the right to limit the amount and  frequency of
subsequent purchase payments.

REPORTS TO OWNERS

   
     A statement  will be sent  annually to each  Contractowner  setting forth a
summary of the  transactions  that occurred  during the year, and indicating the
Contract  Value as of the end of each year.  In  addition,  the  statement  will
indicate  the  allocation  of  Contract  Value  among the Fixed  Account and the
Subaccounts and any other information  required by law.  Confirmations will also
be sent out upon  purchase  payments,  transfers,  loans,  and full and  partial
withdrawals.  Certain  transactions  will be  confirmed  on a  quarterly  basis,
including purchases under an Automatic  Investment Program,  transfers under the
Dollar Cost Averaging and Asset Reallocation  Options,  systematic  withdrawals,
annuity payments and loan repayments.
    

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

TELEPHONE TRANSFER PRIVILEGES

     A  Contractowner  may request a transfer of Contract  Value 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 account  number
and the Owner's tax identification number and such instructions must be received
on a recorded line.  Security  Benefit  reserves the right to deny any telephone
transfer  request.  If all  telephone  lines are busy (which  might  occur,  for
example,  during periods of  substantial  market  fluctuations),  Contractowners
might not be able to request  transfers  by  telephone  and would have to submit
written requests.

   
     By authorizing  telephone  transfers,  a Contractowner  authorizes Security
Benefit to accept and act upon telephone  instructions  for transfers  involving
the Contractowner's  Contract, and agrees that neither Security Benefit, nor any
of its  affiliates  will be  liable  for any loss,  damages,  cost,  or  expense
(including attorneys' fees) arising out of any requests effected,  provided that
Security  Benefit  complied with its  procedures.  As a result of this policy on
telephone requests, the Contractowner 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  Contracts
described  in  this  Prospectus,  Security  Benefit's  authority  to  issue  the
Contracts under Kansas law, and the validity of the forms of the Contracts under
Kansas law have been passed upon by Amy J. Lee, Esq., Associate General Counsel,
Security Benefit.

PERFORMANCE INFORMATION

   
     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including the yield and effective yield of the Subaccount investing in the Money
Market  Series  ("SBL  Money  Market  Subaccount"),  the yield of the  remaining
Subaccounts,   and  the  total   return  of  all   Subaccounts   may  appear  in
advertisements,  reports,  and promotional  literature to current or prospective
Owners.

     Current yield for the SBL Money Market  Subaccount  will be based on income
received by a hypothetical  investment  over a given 7-day period (less expenses
accrued during the period), and then "annualized" (i.e., assuming that the 7-day
yield would be received  for 52 weeks,  stated in terms of an annual  percentage
return on the investment). "Effective yield" for the SBL Money Market Subaccount
is calculated in a manner similar to that used to calculate  yield, but reflects
the compounding effect of earnings.
    

     For the  remaining  Subaccounts,  quotations  of yield will be based on all
investment  income per  Accumulation  Unit earned during a given 30-day  period,
less expenses accrued during the period ("net investment  income"),  and will be
computed by dividing net investment  income by the value of an Accumulation Unit
on the last day of the period. Quotations of average annual total return for any
Subaccount  will be expressed in terms of the average annual

                                      35

<PAGE>

   
compounded  rate of return on a  hypothetical  investment  in a Contract  over a
period  of  one,  five,  and ten  years  (or,  if  less,  up to the  life of the
Subaccount),  and  will  reflect  the  deduction  of the  applicable  contingent
deferred sales charge, the  administrative  charge, the maintenance fee, and the
mortality and expense risk charge. Quotations of total return may simultaneously
be shown that do not take into account certain  contractual  charges such as the
contingent  deferred  sales  charge  and  the  administrative   charge  and  may
simultaneously be shown for other periods. Where the Mutual Fund Series in which
a Subaccount  invests was  established  prior to  inception  of the  Subaccount,
quotations of total return may include quotations for periods beginning prior to
the  Subaccount's  date of inception.  Such quotations of total return are based
upon the  performance  of the  Subaccount's  corresponding  Series  adjusted  to
reflect deduction of the mortality and expense risk charge.
    

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donaghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley  Capital  International's  EAFE Index or other indices  measuring
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other variable  annuity
separate  accounts or other  investment  products  tracked by Lipper  Analytical
Services,  a widely used independent  research firm which ranks mutual funds and
other investment companies by overall performance,  investment  objectives,  and
assets,  or tracked  by other  ratings  services,  companies,  publications,  or
persons  who rank  separate  accounts  or other  investment  products on overall
performance or other  criteria;  and (iii) the Consumer Price Index (measure for
inflation) to assess the real rate of return from an investment in the Contract.
Unmanaged  indices may assume the reinvestment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

   
     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which Contract Value is allocated to a Subaccount
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 in which the  Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts, see the Statement of Additional Information.
    

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, (ii) the effect of tax-deferred  compounding on a
Subaccount's investment returns, or returns in general, which may be illustrated
by graphs, charts, or otherwise, and which may include a comparison,  at various
points in time,  of the return from an  investment  in a Contract (or returns in
general)  on a  tax-deferred  basis  (assuming  one or more tax rates)  with the
return on a taxable basis,  and (iii) 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.

ADDITIONAL INFORMATION

REGISTRATION STATEMENT

     A  Registration  Statement  under the 1933 Act has been  filed with the SEC
relating to the offering described in this Prospectus.  This Prospectus does not
include all the  information  included in the  Registration  Statement,  certain
portions of which, including the Statement of Additional Information,  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,  DC,
upon payment of the SEC's prescribed fees.

FINANCIAL STATEMENTS

   
     Financial  statements of Security Benefit at December 31, 1996 and 1995 and
for each of the three  years in the period  ended  December  31,  1996,  and the
financial  statements  of the  Separate  Account for the two years in the period
ended   December  31,  1996,  are  contained  in  the  Statement  of  Additional
Information.
    

STATEMENT OF ADDITIONAL INFORMATION

   
     The Statement of Additional  Information contains more specific information
and financial  statements relating to Security Benefit and the Separate Account.
The Table of Contents of the  Statement of Additional  Information  is set forth
below:
    

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY...........................    1
DISTRIBUTION OF THE CONTRACT..............................    1
   
LIMITS ON PREMIUMS PAID UNDER TAX- QUALIFIED RETIREMENT
     PLANS................................................    1
    
EXPERTS...................................................    3
PERFORMANCE INFORMATION...................................    3
FINANCIAL STATEMENTS......................................    5

                                       36

<PAGE>

                       THIS PAGE LEFT BLANK INTENTIONALLY

<PAGE>

                       THIS PAGE LEFT BLANK INTENTIONALLY

<PAGE>

   
                              SUBJECT TO COMPLETION
                 PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
                              DATED OCTOBER 1, 1997
    

                           PARKSTONE VARIABLE ANNUITY

                       STATEMENT OF ADDITIONAL INFORMATION

   
                             DATE: NOVEMBER 30, 1997
    

             INDIVIDUAL FLEXIBLE PURCHASE PAYMENT DEFERRED VARIABLE
                                ANNUITY CONTRACT

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

                                MAILING ADDRESS:

   
                      PARKSTONE ADVANTAGE CUSTOMER SERVICE
                              157 S. KALAMAZOO MALL
                                 P.O. BOX 50551
                         KALAMAZOO, MICHIGAN 49005-0551
    

   
         This Statement of Additional Information is not a prospectus and should
be read in  conjunction  with the  current  Prospectus  for  Parkstone  Variable
Annuity dated November 30, 1997, as it may be supplemented  from time to time. A
copy  of  the  Prospectus  may  be  obtained  by  calling  Security  Benefit  at
1-800-355-4555 or by writing to the address set forth above.

- --------------------------------------------------------------------------------
     Information   contained   herein  is  subject  to  completion  or
     amendment.  A registration statement relating to these securities
     has been filed with the Securities and Exchange Commission. These
     securities  may not be sold nor may any offers to buy be accepted
     prior to the time the registration  statement becomes  effective.
     This  Statement of Additional  Information  does not constitute a
     prospectus.
- --------------------------------------------------------------------------------
    

6909A (R10-97)                                                       32-69095-01

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

GENERAL INFORMATION AND HISTORY............................................    1

DISTRIBUTION OF THE CONTRACT...............................................    1

LIMITS ON PREMIUMS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS...............    1

EXPERTS....................................................................    3

PERFORMANCE INFORMATION....................................................    3

FINANCIAL STATEMENTS.......................................................    5

                                       i

<PAGE>


                         GENERAL INFORMATION AND HISTORY

     For a description  of the Individual  Flexible  Purchase  Payment  Deferred
Variable  Annuity  Contract (the  "Contract"),  Security  Benefit Life Insurance
Company  ("Security  Benefit"),  and the  Parkstone  Variable  Annuity  Separate
Account  (the  "Separate  Account"),  see  the  Prospectus.  This  Statement  of
Additional  Information contains information that supplements the information in
the Prospectus.  Defined terms used in this Statement of Additional  Information
have the same meaning as terms defined in the section entitled  "Definitions" in
the Prospectus.

SAFEKEEPING OF ASSETS

   
     Security  Benefit is responsible  for the  safekeeping of the assets of the
Subaccounts.  These assets,  which consist of shares of the Series of the Mutual
Funds in  non-certificated  form, are held separate and apart from the assets of
Security Benefit's General Account and its other separate accounts.
    

                          DISTRIBUTION OF THE CONTRACT

     Security  Distributors,  Inc.  ("SDI"),  is  Principal  Underwriter  of the
Contract.  SDI is registered as a broker/dealer  with the SEC and is a member of
the National  Association of Securities  Dealers,  Inc. ("NASD").  SDI serves as
Principal Underwriter under a Distribution Agreement with Security Benefit.

   
     SDI has an agreement with First of America  Brokerage  Service,  Inc. ("FOA
Brokerage")  under  which  FOA  Brokerage  is  authorized  to make the  Contract
available to its customers and to accept applications for the Contract on behalf
of Security Benefit. FOA Brokerage is registered as a broker/dealer with the SEC
and is a member of the NASD. Its registered  representatives  are required to be
authorized under applicable state regulations to make the Contract  available to
its customers.  SDI may also enter into agreements with other  broker/dealers or
financial  institutions under which the Contract will be made available to their
customers.  The compensation payable by SDI under these agreements may vary, but
is not  expected  to exceed  in the  aggregate  6.5% of  purchase  payments.  In
addition, SDI may also pay bonuses and make override payments.
    

          LIMITS ON PREMIUMS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 401

     The  applicable  annual limits on purchase  payments for a Contract used in
connection  with a retirement  plan that is qualified  under  Section 401 of the
Internal Revenue Code depend upon the type of plan.  Total purchase  payments on
behalf of a  participant  to all defined  contribution  plans  maintained  by an
employer are limited  under Section  415(c) of the Internal  Revenue Code to the
lesser of (a)  $30,000,  or (b) 25% of the  participant's  annual  compensation.
Salary reduction contributions to a cash-or-deferred  arrangement under a profit
sharing plan are subject to additional annual limits. Contributions to a defined
benefit  pension  plan are  actuarially  determined  based  upon the  amount  of
benefits the  participants  will  receive  under the plan  formula.  The maximum
annual benefit any individual  may receive under an employer's  defined  benefit
plan is limited under Section  415(b) of the Internal  Revenue Code.  The limits
determined under Section 415(b) and (c) of the Internal Revenue Code are further
reduced for an individual who participates in a defined  contribution plan and a
defined benefit plan maintained by the same employer.

SECTION 403(B)

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

                                       1

<PAGE>


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

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

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

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

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

SECTION 408

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

     Premiums  under a Contract  used in connection  with a simplified  employee
pension plan  described in Section 408 of the Internal  Revenue Code are subject
to limits under  Section  402(h) of the Internal  Revenue Code.  Section  402(h)
currently limits employer  contributions and salary reduction  contributions (if
permitted) under a simplified  employee pension plan to the lesser of (a) 15% of
the  compensation  of the  participant  in the  Plan,  or  (b)  $30,000.  Salary
reduction contributions, if any, are subject to additional annual limits.

SECTION 457

     Contributions  on behalf of an employee to a Section 457 plan generally are
limited to the lesser of (i) $7,500 or (ii) 33 1/3% of the employee's includable
compensation.  If the employee  participates  in more than one Section 457 plan,
the $7,500 limit applies to contributions to all such programs. The $7,500 limit
is reduced by the amount of any salary reduction contribution the employee makes
to a 403(b)  annuity,  an IRA or a retirement  plan qualified under Section 401.
The Section 457 limit is increased during the last three years ending before the
employee reaches his normal retirement age.

                                     EXPERTS

   
     The  consolidated  financial  statements of Security Benefit Life Insurance
Company at December  31,  1996 and 1995,  and for each of the three years in the
period ended  December 31, 1996,  and the financial  statements of the


                                       2

<PAGE>


Parkstone  Variable  Annuity  Account for the years ended  December 31, 1996 and
1995, appearing in this Statement of Additional Information have been audited by
Ernst & Young LLP, independent  auditors,  as set forth in their reports thereon
appearing herein,  and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
    

                             PERFORMANCE INFORMATION

   
     Performance  information  for  the  Subaccounts  of the  Separate  Account,
including the yield and effective yield of the Subaccount investing in the Money
Market  Series  ("SBL  Money  Market  Subaccount"),  the yield of the  remaining
Subaccounts,   and  the  total  return  of  all   Subaccounts,   may  appear  in
advertisements,  reports,  and  promotional  literature  provided  to current or
prospective Owners.

     Current  yield for the SBL  Money  Market  Subaccount  will be based on the
change in the value of a hypothetical  investment (exclusive of capital changes)
over a  particular  7-day  period,  less a  pro-rata  share of the  Subaccount's
expenses  accrued  over  that  period  (the  "base  period"),  and  stated  as a
percentage  of the  investment at the start of the base period (the "base period
return").  The base period return is then  annualized by  multiplying  by 365/7,
with the resulting  yield figures  carried to at least the nearest  hundredth of
one percent.  Calculation of "effective yield" begins with the same "base period
return" used in the  calculation of yield,  which is then  annualized to reflect
weekly compounding pursuant to the following formula:
    

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

   
     For the 7-day  period ended  December 31, 1996,  the yield of the SBL Money
Market Subaccount was 3.52% and the effective yield was 3.58%.
    

     Quotations  of yield  for the  remaining  Subaccounts  will be based on all
investment  income per  Accumulation  Unit  earned  during a  particular  30-day
period, less expenses accrued during the period ("net investment  income"),  and
will  be  computed  by  dividing  net  investment  income  by the  value  of the
Accumulation  Unit on the last day of the  period,  according  to the  following
formula:

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

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

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

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

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

     Quotations  of  average  annual  total  return for any  Subaccount  will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  of a
hypothetical  investment  in a Contract over a period of one, five and ten years
(or,  if less,  up to the life of the  Subaccount),  calculated  pursuant to the
following formula:  P(1 + T)n = ERV (where P = a hypothetical initial payment of
$1,000,  T = the average annual total return, n = the number of years, and ERV =
the  ending  redeemable  value  of a  hypothetical  $1,000  payment  made at the
beginning of the period).  All average annual total return  figures  reflect the
deduction of the applicable contingent deferred sales charge, the administrative
charge,  the  maintenance  fee,  and the  mortality  and  expense  risk  charge.
Quotations of average  annual total return may  simultaneously  be shown for the
same or other periods that do not take into account certain  contractual charges
such as the contingent deferred sales charge and the administrative  charge, and
may  simultaneously be shown for other periods.  Where the Mutual Fund Series in
which a Subaccount  invests was  established  prior to the inception date of the
Subaccount, quotations of total return may include quotations for

                                       3

<PAGE>


   
periods  beginning prior to the Subaccount's  inception date. Such quotations of
total return are based upon the  performance of the  Subaccount's  corresponding
Mutual Fund Series adjusted to reflect the mortality and expense risk charge.
    

     For the  one-year  period  ended  December  31,  1996,  and the  period  of
September 24, 1993 (date of inception),  to December 31, 1996,  respectively the
average annual total return was -7.50% and -2.36% for the Bond Subaccount, 7.03%
and  6.33%  for the  Equity  Subaccount,  5.30%  and .37% for the  International
Discovery  Subaccount,  and  18.60%  and  18.36%  for the  Small  Capitalization
Subaccount.  For the one-year  period ended December 31, 1996, and the period of
September 24, 1993 (date of inception), to December 31, 1996, respectively,  the
average annual total return without  deduction of the contingent  deferred sales
charge or the maintenance fee was .37% and 2.18% for the Bond Subaccount, 15.66%
and  10.74% for the Equity  Subaccount,  13.84% and 4.86% for the  International
Discovery  Subaccount,  and  27.84%  and  22.59%  for the  Small  Capitalization
Subaccount.

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

     For the year ended  December 31, 1996,  and the period  September  24, 1993
(date of inception),  to December 31, 1996,  respectively,  the cumulative total
return  was .37% and 7.30% for the Bond  Subaccount,  15.66%  and 39.60% for the
Equity Subaccount, 13.84% and 16.80% for the International Discovery Subaccount,
and 27.84% and 94.70% for the Small Capitalization Subaccount.

     Performance  information  for a Subaccount may be compared,  in reports and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital  International's EAFE Index or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular type of security;  (ii) other groups of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services, a widely used independent research firm which ranks mutual
funds  and  other  investment  companies  by  overall  performance,   investment
objectives,  and assets,  or tracked by The Variable  Annuity  Research and Data
Service  ("VARDS"),   an  independent  service  which  monitors  and  ranks  the
performance  of  variable   annuity  issues  by  investment   objectives  on  an
industry-wide  basis or tracked by other  services,  companies,  publications or
persons  who rank such  investment  companies  on overall  performance  or other
criteria;  and (iii) the Consumer  Price Index (measure for inflation) to assess
the real rate of return from an investment in the  Contract.  Unmanaged  indices
may assume the reinvestment of dividends but generally do not reflect deductions
for administrative and management costs and expenses.

     Performance information for any Subaccount reflects only the performance of
a hypothetical  Contract under which an Owner's Contract Value is allocated to a
Subaccount  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 Fund of the Trust in
which the Subaccount  invests,  and the market  conditions during the given time
period, and should not be considered as a representation of what may be achieved
in the future.

     Reports and  promotional  literature  may also  contain  other  information
including  (i) the ranking of any  Subaccount  derived from rankings of variable
annuity  separate  accounts  or other  investment  products  tracked  by  Lipper
Analytical  Services or by other rating services,  companies,  publications,  or
other persons who rank separate accounts or other investment products on overall
performance or other criteria, and (ii) the effect of a tax-deferred compounding
on a  Subaccount's  investment  returns,  or  returns in  general,  which may be
illustrated by graphs, charts, or otherwise, and which may include a comparison,
at various  points in time,  of the return from an  investment in a Contract (or
returns in general) on a  tax-deferred  basis  (assuming  one or more tax rates)
with the return on a taxable basis.

                                       4
<PAGE>

                              FINANCIAL STATEMENTS

   
Security Benefit Life Insurance Company's audited consolidated balance sheets as
of  December  31,  1996 and 1995,  and the related  consolidated  statements  of
income,  changes  in equity,  and cash flows for each of the three  years in the
period ended  December 31, 1996,  and the financial  statements of the Parkstone
Variable Annuity Account for the years ended December 31, 1996 and 1995, are set
forth herein, starting on the following page.

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

The  following  disclosure  should  be read in  conjunction  with the  financial
statements of Security Benefit Life Insurance Company.

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

<PAGE>

                       Parkstone Variable Annuity Account

                              Financial Statements

   
                     Years ended December 31, 1996 and 1995
    

                                    CONTENTS

Report of Independent Auditors..............................................   7

Audited Financial Statements
  Balance Sheet.............................................................   8
  Statements of Operations and Changes in Net Assets........................  10
   
 Notes to Financial Statements..............................................  12
    
                                       6

<PAGE>


                         Report of Independent Auditors

The Contract Owners of Parkstone Variable Annuity Account and
The Board of Directors of Security Benefit Life Insurance Company

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

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

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

                                                               Ernst & Young LLP

February 7, 1997

                                       7

<PAGE>


                       Parkstone Variable Annuity Account

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS

Investments:

  Parkstone Advantage Fund:

   Prime Obligations Fund -  1,357,148  shares at net asset value
   of $1.00 per share (cost $1,357)..................................    $ 1,357

   Bond Fund - 728,511 shares at net asset value of $10.33 per share
   (cost $7,328).....................................................      7,526

   Equity Fund - 1,446,828 shares at net asset value of $14.60 per
   share (cost $17,084)..............................................     21,124

   International Discovery Fund - 893,799 shares at net asset value
   of $12.18 per share (cost $9,594).................................     10,886

   Small Capitalization Fund - 1,112,695 shares at net asset value
   of $18.20 per share (cost $17,111)................................     20,251
                                                                         -------

Total assets....................................................         $61,144
                                                                         =======

                                       8

<PAGE>


NET ASSETS
Net assets are represented by (NOTE 3):

                                                  NUMBER       UNIT
                                                  OF UNITS     VALUE      AMOUNT
                                                 -------------------------------
NON-TRUST CONTRACTS
 Prime Obligations Subaccount:
  Accumulation units...........................    98,511     $10.75    $  1,059
 Bond Subaccount:
  Accumulation units...........................   615,320      10.73       6,605
 Equity Subaccount:
  Accumulation units........................... 1,391,560      13.96      19,425
 International Discovery Subaccount:
  Accumulation units...........................   849,239      11.68       9,919
 Small Capitalization Subaccount:
  Accumulation units...........................   962,144      19.47      18,737

TRUST CONTRACTS
 Prime Obligations Subaccount:
  Accumulation units...........................    28,380      10.51         298
 Bond Subaccount:
  Accumulation units...........................    84,419      10.90         921
 Equity Subaccount:
  Accumulation units...........................   117,468      14.46       1,699
 International Discovery Subaccount:
  Accumulation units...........................    79,831      12.11         967
 Small Capitalization Subaccount:
  Accumulation units...........................    74,886      20.21       1,514
                                                                           -----
Total net assets                                                         $61,144
                                                                         =======

SEE ACCOMPANYING NOTES.

                                       9

<PAGE>


                       Parkstone Variable Annuity Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                      NON-TRUST CONTRACTS
                                                          --------------------------------------------------------------------------
                                                             PRIME                                     INTERNATIONAL      SMALL
                                                          OBLIGATIONS       BOND          EQUITY       DISCOVERY      CAPITALIZATION
                                                          SUBACCOUNT     SUBACCOUNT     SUBACCOUNT     SUBACCOUNT       SUBACCOUNT
                                                          --------------------------------------------------------------------------

<S>                                                        <C>             <C>             <C>            <C>               <C>  
Dividend distributions...................................  $   43          $  189          $   -          $  30             $   -
Expenses (NOTE 2):
   Mortality and expense risk fee........................     (12)            (64)          (205)          (100)             (180)
   Administrative fee....................................      (3)            (21)           (51)           (16)              (23)
                                                           -------------------------------------------------------------------------
Net investment income (loss).............................      28             104           (256)           (86)             (203)

Capital gains distributions..............................       -              -               -              -             1,930
Realized gain on investments.............................       -              25            474             47               624
Unrealized appreciation (depreciation) on investments....       -             (66)         1,820          1,035                82
Net realized and unrealized gain (loss) on investments...       -             (41)         1,294          1,082             3,378
                                                           -------------------------------------------------------------------------

Net increase in net assets resulting from operations....       28              63          2,038            996             3,175

Net assets at beginning of year.........................      665           3,953         11,965          6,167             9,597
Variable annuity deposits (NOTES 2 AND 3)...............    1,576           3,034          6,587          3,310             7,009
Terminations and withdrawals (NOTES 2 AND 3)............   (1,210)           (445)        (1,165)          (554)           (1,044)
                                                          --------------------------------------------------------------------------
Net assets at end of year...............................   $1,059          $6,605        $19,425         $9,919           $18,737
                                                          ==========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

<TABLE>
<CAPTION>
                                                                                        TRUST CONTRACTS
                                                          --------------------------------------------------------------------------
                                                             PRIME                                  INTERNATIONAL         SMALL
                                                          OBLIGATIONS       BOND        EQUITY        DISCOVERY      CAPITALIZATION
                                                          SUBACCOUNT     SUBACCOUNT   SUBACCOUNT     SUBACCOUNT        SUBACCOUNT
                                                          --------------------------------------------------------------------------
<S>                                                         <C>           <C>           <C>            <C>                 <C>  
Dividend distributions...................................   $   47        $  23         $    -         $   3               $   -
Expenses (NOTE 2):
  Mortality and expense risk fee.........................       (7)          (5)            (7)           (4)                 (5)
  Administrative fee.....................................       (1)           -              -             -                   -
                                                          --------------------------------------------------------------------------
Net investment income (loss).............................       39           18             (7)           (1)                 (5)

Capital gains distributions..............................        -            -              -             -                 163
Realized gain on investments.............................        -            1             56             2                  77
Unrealized appreciation (depreciation) on investments....        -           (4)            15            63                (144)
                                                          --------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments...        -           (3)            71            65                  96
                                                          --------------------------------------------------------------------------
Net increase in net assets resulting from operations.....       39           15             64            64                  91

Net assets at beginning of year.........................       140          602            527           181                 386
Variable annuity deposits (NOTES 2 AND 3)...............     3,293          471          1,295           740               1,207
Terminations and withdrawals (NOTES 2 AND 3)............    (3,174)        (167)          (187)          (18)               (170)
                                                         ---------------------------------------------------------------------------
Net assets at end of year...............................   $   298         $921         $1,699          $967              $1,514
                                                         ===========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       10

<PAGE>


                       Parkstone Variable Annuity Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                     NON-TRUST CONTRACTS
                                                           -------------------------------------------------------------------------
                                                              PRIME                                    INTERNATIONAL      SMALL
                                                           OBLIGATIONS       BOND          EQUITY        DISCOVERY    CAPITALIZATION
                                                            SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT     SUBACCOUNT
                                                           -------------------------------------------------------------------------

<S>                                                           <C>          <C>            <C>             <C>             <C>   
Dividend distributions....................................    $  14        $   141        $    -          $     -         $    -
Expenses (NOTE 2):
   Mortality and expense risk fee.........................       (4)           (41)         (119)             (66)          (88)
   Administrative fee.....................................       (1)           (15)          (33)             (11)          (11)
                                                           -------------------------------------------------------------------------
Net investment income (loss)..............................        9             85          (152)             (77)          (99)

Realized gain (loss) on investments.......................        -             (1)          104              (26)          190
Unrealized appreciation on investments....................        -            357         2,255              514          ,911
                                                           -------------------------------------------------------------------------
Net realized and unrealized gain on investments...........        -            356         2,359              488         2,101
                                                           -------------------------------------------------------------------------

Net increase in net assets resulting from operations......        9            441         2,207              411         2,002

Net assets at beginning of year...........................      178          2,716         7,121            4,622         4,991
Variable annuity deposits (NOTES 2 AND 3).................      746          1,288         3,577            1,799         3,260
Terminations and withdrawals (NOTES 2 AND 3)..............     (268)          (492)         (940)            (665)         (656)
                                                           -------------------------------------------------------------------------
Net assets at end of year.................................     $665         $3,953       $11,965           $6,167        $9,597
                                                           =========================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                                      TRUST CONTRACTS
                                                           -------------------------------------------------------------------------
                                                              PRIME                                   INTERNATIONAL      SMALL
                                                           OBLIGATIONS       BOND         EQUITY        DISCOVERY    CAPITALIZATION
                                                            SUBACCOUNT    SUBACCOUNT    SUBACCOUNT     SUBACCOUNT      SUBACCOUNT
                                                           -----------------------------------------------------------------------

<S>                                                          <C>           <C>           <C>            <C>              <C>   
Dividend distributions...................................    $   2         $  14         $    -         $    -           $    -
   Mortality and expense risk fee........................        -            (2)            (2)            (1)              (1)
   Administrative fee....................................        -             -              -              -                - 
                                                           -------------------------------------------------------------------------
Net investment income (loss).............................        2            12             (2)            (1)              (1)

Realized gain (loss) on investments......................        -             -              -              -                - 
Unrealized appreciation on investments...................        -            18             47             11               58
                                                           ------------------------------------------------------------------------
Net realized and unrealized gain on investments..........        -            18             47             11               58
                                                           -------------------------------------------------------------------------

Net increase in net assets resulting from operations.....        2            30             45             10               57

Net assets at beginning of year..........................        -            49             50             92                9
Variable annuity deposits (NOTES 2 AND 3)................      138           523            432             79              270
Terminations and withdrawals (NOTES 2 AND 3).............        -             -              -              -                -
                                                           -------------------------------------------------------------------------
Net assets at end of year................................     $140          $602           $527           $181             $386
                                                           =========================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                       11

<PAGE>


                       Parkstone Variable Annuity Account

                          Notes to Financial Statements

                           December 31, 1996 and 1995

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Parkstone  Variable  Annuity  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.
Deposits received by the Account are invested in the Parkstone Advantage Fund, a
mutual fund not  otherwise  available to the public.  As directed by the owners,
amounts deposited are invested in shares of Prime Obligations Fund - emphasis on
current income with  liquidity and stability of principal,  Bond Fund - emphasis
on current income as well as preservation of capital,  Equity Fund - emphasis on
capital  appreciation,  International  Discovery  Fund - emphasis  on  long-term
capital  growth  through  investment  in foreign and domestic  common stocks and
Small  Capitalization Fund - emphasis on capital appreciation through investment
in small- to medium-sized companies.

Two  types  of  investment  contracts  are  offered--one  for  individuals  (the
Non-Trust Contracts) and one for trusts and customers of financial institutions'
trust departments (the Trust Contracts).

Under the terms of the investment advisory contracts,  portfolio  investments of
the  mutual  fund  are  made by  First  of  America  Investment  Corporation,  a
wholly-owned  subsidiary of First of America Bank - Michigan,  N.A.,  which is a
wholly-owned subsidiary of First of America Bank Corporation.

INVESTMENT VALUATION

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

                                       12

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

<TABLE>
<CAPTION>
                                              NON-TRUST CONTRACTS                 TRUST CONTRACTS
                                           ------------------------------------------------------------
                                            COST OF      PROCEEDS          COST OF          PROCEEDS
                                           PURCHASES     FROM SALES       PURCHASES         FROM SALES
                                           -------------------------------------------------------------
                                                                  (IN THOUSANDS)

YEAR ENDED DECEMBER 31, 1996

<S>                                         <C>            <C>              <C>               <C>   
Prime Obligations Fund..................    $1,805         $1,411           $3,773            $3,615
Bond Fund...............................     3,383            689              503               181
Equity Fund.............................     6,871          1,705            1,322               221
International Discovery Fund............     3,512            842            1,109               388
Small Capitalization Fund...............     9,211          1,519            1,393               199

YEAR ENDED DECEMBER 31, 1995

Prime Obligations Fund..................       764            277              140                -
Bond Fund...............................     1,495            614              537                2
Equity Fund.............................     3,824          1,339              432                2
International Discovery Fund............     1,999            943               79                1
Small Capitalization Fund...............     3,542          1,036              270                1
</TABLE>

ANNUITY RESERVES

As of December 31, 1996,  annuity  reserves  have not been  established  because
there are no  contracts  that have  matured  and are in the payout  stage.  Such
reserves  would be computed on the basis of  published  mortality  tables  using
assumed interest rates that will provide reserves as prescribed by law. In cases
where  the  payout  option  selected  is  life   contingent,   SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS

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

                                       13

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

SBL deducts a maintenance fee of $30 per year for each individual  contract.  An
administrative  fee is  deducted  equal to an annual  rate of 0.15% and 0.05% of
each  subaccount's  average daily net assets which funds the Non-Trust and Trust
Contracts,  respectively.  Mortality  and  expense  risks  assumed  by  SBL  are
compensated  for by a fee equivalent to an annual rate of 1.25% and 0.65% of the
asset value of each Non-Trust and Trust Contract, respectively, of which 0.6% is
for assuming mortality risks and the remainder is for assuming expense risks.

A  contingent   deferred  sales  charge  is  assessed  by  SBL  against  certain
withdrawals  during the first seven years of the contract,  declining from 5% in
each of the first four years to 2% in the seventh year.  Such surrender  charges
and other  contract  charges  totaled  $43,278 and $27,915 during 1996 and 1995,
respectively.

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

                                       14

<PAGE>


                       Parkstone Variable Annuity Account

                    Notes to Financial Statements (continued)

3.  SUMMARY OF UNIT TRANSACTIONS

<TABLE>
<CAPTION>
                                                         NON-TRUST CONTRACTS               TRUST CONTRACTS
                                                   -----------------------------------------------------------------
                                                           1996         1995              1996              1995
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)

<S>                                                        <C>          <C>                <C>              <C>
Prime Obligations Subaccount:
   Variable annuity deposits.......................        149           72                327              14
   Terminations and withdrawals....................        115           26                313               -

Bond Subaccount:
   Variable annuity deposits.......................        289          127                 45              50
   Terminations and withdrawals....................         43           50                 16               -

Equity Subaccount:
   Variable annuity deposits.......................        487          332                 88              38
   Terminations and withdrawals....................         87           91                 14               -

International Discovery Subaccount:
   Variable annuity deposits.......................        299          183                 64               8
   Terminations and withdrawals....................         51           69                  2               -

Small Capitalization Subaccount:
   Variable annuity deposits.......................        390          243                 59              20
   Terminations and withdrawals....................         57           51                  9               -
</TABLE>

                                       15

<PAGE>




   
            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
    

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                    CONTENTS

Report of Independent Auditors...........................................   17

   
Audited Consolidated Financial Statements
     Consolidated Balance Sheets.........................................   18
     Consolidated Statements of Income...................................   20
     Consolidated Statements of Changes in Equity........................   21
     Consolidated Statements of Cash Flows...............................   22
     Notes to Consolidated Financial Statements..........................   24
    

                                       16


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Security Benefit Life Insurance Company

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

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

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

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

                                                             Ernst & Young LLP

February 7, 1997

                                       17


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

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

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

                                       18


<PAGE>


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




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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       19


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

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

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

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       20


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       21


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

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

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

                                       22


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       23


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

BASIS OF PRESENTATION

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

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

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

                                       24


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

USE OF ESTIMATES

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

ACCOUNTING CHANGE

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

INVESTMENTS

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

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

                                       25


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

                                       26

<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

                                       27


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

INCOME TAXES

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

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

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

                                       28


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

2.  INVESTMENTS

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

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

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

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

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

                                       29


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

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

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

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

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

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

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

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994, respectively; the

                                       30


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

corresponding  amounts for equity  securities  were  $1,595,000,  $1,034,000 and
$(1,702,000) during 1996, 1995 and 1994, respectively.

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

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

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

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

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

                                       31


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

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

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

Investment expenses......................     6,511      6,221       5,925
                                          ================================
Net investment income....................  $192,636   $179,940    $166,857
                                          ================================

Proceeds  from sales of fixed  maturities  and  equity  securities  and  related
realized gains and losses, including valuation adjustments, are as follows:

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

Proceeds from sales...............    $393,189        $310,590      $128,533
Gross realized gains..............       9,407           5,901         5,814
Gross realized losses.............       9,723           3,361         4,889

The composition of the Company's portfolio of fixed maturities by quality rating
at December 31, 1996 is as follows:

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

AAA......................           $1,199,762                    51.4%
AA.......................              158,785                     6.8
A........................              361,008                    15.5
BBB......................              416,589                    17.9
Noninvestment grade......              196,967                     8.4
                             =========================    ====================
                                    $2,333,111                   100.0%
                             =========================    ====================

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern 

                                       32


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  INVESTMENTS (CONTINUED)

and southwestern United States with the largest outstanding balances at December
31, 1996 being in the states of Kansas (34%), Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

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

Fixed maturities......................    $(1,329)       $1,805        $397
Equity securities.....................      1,013           735         528
Other.................................         72         1,336        (791)
                                        ======================================
Total realized gains (losses).........      $(244)       $3,876        $134
                                        ======================================

Deferred  losses totaling $2.2 million and $3.9 million at December 31, 1996 and
1995, respectively,  resulting from terminated and expired futures contracts are
included in fixed  maturities  and will be  amortized  as an  adjustment  to net
investment  income.  The  notional  amount  of  outstanding  agreements  to sell
securities  was $79  million at December  31,  1995.  There were no  outstanding
agreements at December 31, 1996.

For interest rate exchange agreements,  one agreement was terminated during 1996
resulting  in a  deferred  gain of $1.1  million.  The  notional  amount  of the
remaining outstanding  agreements was $30 million at December 31, 1996. Also, as
of December 31, 1996, these  agreements have maturities  ranging from March 1997
to May 2005. Under these  agreements,  the Company receives variable rates based
on the one- and  three-month  LIBOR and pays fixed rates  ranging from 6.875% to
7.215%.

3.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  highest
average  compensation over a period of five consecutive years during the last 10
years of service.  The Company's policy has been to contribute funds to the plan
in amounts  required to maintain  sufficient  plan assets to provide for accrued
benefits.  In applying this general policy, the Company  considers,  among other
factors,  the  recommendations  of its  independent  consulting  actuaries,  the
requirements of federal pension law and the limitations on deductibility imposed
by federal income tax law. The Company  records  pension cost in accordance with
the provisions of SFAS No. 87, "Employers' Accounting for Pensions."

                                       33


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Pension cost for the plan for 1996, 1995 and 1994 is summarized as follows:

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

Service cost................................      $670        $528       $679
Interest cost...............................       587         508        535
Actual return on plan assets................    (1,064)     (1,568)       310
Net amortization and deferral...............       284         900       (949)
                                              ----------------------------------
Net pension cost............................      $477        $368       $575
                                              ==================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

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

Actuarial present value of benefit obligations:
   Vested benefit obligation.........................   $(6,059)     $(5,243)
   Non-vested benefit obligation.....................      (202)        (165)
                                                      -------------------------
   Accumulated benefit obligation....................    (6,261)      (5,408)
   Excess of projected benefit
     obligation over accumulated
     benefit obligation..............................    (2,961)      (2,865)
                                                      -------------------------
   Projected benefit obligation......................    (9,222)      (8,273)
Plan assets, at fair market value....................    10,085        8,342
                                                      -------------------------
Plan assets greater than projected
   benefit obligation................................       863           69

Unrecognized net loss................................     1,007        1,560
Unrecognized prior service cost......................       700          758

Unrecognized net asset established
  at the date of initial application.................    (1,841)      (2,025)
                                                      -------------------------
Net prepaid pension cost.............................      $729         $362
                                                      =========================


Assumptions were as follows:

                                                       1996     1995     1994
                                                     -------------------------
Weighted average discount rate...................       7.75%    7.5%    8.5%
Weighted average rate of increase in
   compensation for participants age
   45 and older..................................       4.5      4.5     4.5
Weighted average expected long-term
   return on plan assets.........................       9.0      9.0     9.0

                                       34


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

Compensation  rates that vary by age for participants  under age 45 were used in
determining the actuarial present value of the projected  benefit  obligation in
1996. Plan assets are invested in a diversified  portfolio of affiliated  mutual
funds that invest in equity and debt securities.

In addition to the Company's  defined benefit pension plan, the Company provides
certain  medical and life  insurance  benefits to full-time  employees  who have
retired  after  the  age  of  55  with  five  years  of  service.  The  plan  is
contributory,  with retiree  contributions  adjusted annually and contains other
cost-sharing  features such as deductibles and coinsurance.  Contributions  vary
based on the  employee's  years of service  earned  after age 40. The  Company's
portion of the costs is frozen after 1996 with all future cost increases  passed
on to the retirees.  Retirees in the plan prior to July 1, 1993 are covered 100%
by the Company.

Retiree  medical care and life insurance cost for the total plan for 1996,  1995
and 1994 is summarized as follows:

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

Service cost........................     $157       $151        $116
Interest cost.......................      280        305         275
                                      --------------------------------
                                         $437       $456        $391
                                      ================================

The funded status of the plan as of December 31, 1996 and 1995 was as follows:

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

Accumulated postretirement benefit obligation:
   Retirees..........................................     $(2,498)    $(2,514)
Active participants:
   Retirement eligible...............................        (568)       (632)
   Others............................................      (1,023)     (1,035)
                                                        ----------------------
                                                           (4,089)     (4,181)
Unrecognized net (gain) loss.........................        (348)         67
                                                        ----------------------
Accrued postretirement benefit cost..................     $(4,437)    $(4,114)
                                                        ======================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 10% for 1996 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that  level  thereafter.  The health  care cost trend rate has a  significant
effect on the amount reported.  For example,  increasing the assumed health care
cost  trend  rates  by  one  percentage  point  each  year  would  increase  the
accumulated  postretirement  benefit  obligation  as of  December  31,  1996  by
$191,000

                                       35


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  EMPLOYEE BENEFIT PLANS (CONTINUED)

and the  aggregate of the service and interest  cost  components of net periodic
postretirement benefit cost for 1996 by $54,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.75%,  7.5% and 8.5% at  December  31,  1996,  1995 and  1994,
respectively.

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred, 401(k) retirement plan. Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee  contributions.  Employee contributions are fully vested, and
Company contributions are vested over a five-year period.  Company contributions
to the  profit-sharing  and savings plan charged to operations were  $1,783,000,
$1,567,000 and $1,075,000 for 1996, 1995 and 1994, respectively.

4.  REINSURANCE

The Company  assumes and cedes  reinsurance  with other companies to provide for
greater  diversification  of business,  allow  management to control exposure to
potential losses arising from large risks, and provide  additional  capacity for
growth. The Company's maximum retention on any one life is $500,000. The Company
does not use financial or surplus  relief  reinsurance.  Life insurance in force
ceded at December 31, 1996 and 1995 was $4.0 and $3.9 billion, respectively.

Principal reinsurance transactions are summarized as follows:

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

Reinsurance ceded:

   Premiums paid......................    $25,442       $5,305      $3,980
                                        ===================================

   Commissions received...............     $4,669         $230      $1,443
                                        ===================================

   Claim recoveries...................     $5,235       $3,089      $2,485
                                        ===================================

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit

                                       36


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  REINSURANCE (CONTINUED)

risk  arising  from  similar   geographic   regions,   activities   or  economic
characteristics  of  reinsurers.  At December 31, 1996 and 1995, the Company had
established  a  receivable  totaling  $92,197,000  and  $78,877,000  for reserve
credits,  reinsurance  claims and other  receivables  from its  reinsurers.  The
amount of reinsurance assumed is not significant.

In 1995, the Company transferred,  through a 100% coinsurance  agreement,  $66.9
million in policy  reserves and claim  liabilities.  The agreement  related to a
block of whole life and decreasing term life insurance business.

In prior  years,  the Company  was  involved  in  litigation  arising out of its
participation from 1986 to 1990 in a reinsurance pool. The litigation related to
the pool manager and a reinsurance  intermediary  placing major medical business
in the pool without  authorization.  During 1993, the Company  settled the major
medical portion of the pool's activity with no  significantly  adverse effect on
the Company.  The nonmajor  medical  business placed in the pool has experienced
significant  losses.  At  December  31,  1996,  the  Company  believes  adequate
provision has been made for such losses.

5.  INCOME TAXES

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

Income tax expense consists of the following for 1996, 1995 and 1994:

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

Current.........................         $12,528       $15,200      $11,361
Deferred........................           8,343         2,727        5,768
                                  ----------------------------------------------
                                         $20,871       $17,927      $17,129
                                  ==============================================

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

Income taxes paid by the Company were $16,213,000,  $11,551,000, and $14,634,000
during 1996, 1995, and 1994, respectively.

                                       37


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


5.  INCOME TAXES (CONTINUED)

Net deferred tax assets or liabilities consist of the following:

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

Deferred tax assets:
   Future policy benefits..........................      $20,487      $17,780
   Net unrealized depreciation on
     securities available-for-sale.................        1,409            -
   Guaranty fund assessments.......................        1,400        1,260
   Employee benefits...............................        4,852        3,836
   Other...........................................        4,620        3,662
                                                      -------------------------
Total deferred tax assets..........................       32,768       26,538

Deferred tax liabilities:
   Deferred policy acquisition costs...............       69,647       50,580
   Net unrealized appreciation on
     securities available-for-sale.................            -       12,539
   Deferred gain on investments....................       10,446        8,681
   Depreciation....................................        2,061          988
   Other...........................................        5,461        7,409
                                                      -------------------------
Tax deferred tax liabilities.......................       87,615       80,197
                                                      -------------------------
Net deferred tax liabilities.......................      $54,847      $53,659
                                                      =========================

6.  CONDENSED FAIR VALUE INFORMATION

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

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

                                       38


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  CONDENSED FAIR VALUE INFORMATION (CONTINUED)


<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1996                  DECEMBER 31, 1995
                                               ---------------------------------   ---------------------------------
                                                     CARRYING                            CARRYING
                                                      AMOUNT        FAIR VALUE            AMOUNT        FAIR VALUE
                                               ---------------------------------   -------------------------------
                                                                          (IN THOUSANDS)

<S>                       <C>                       <C>             <C>                 <C>             <C>       
Investments:
   Fixed maturities (NOTE 2).................       $2,333,111      $2,333,770          $2,314,507      $2,327,646
   Equity securities (NOTE 2)................           89,188          89,188              21,880          21,880
   Mortgage loans............................           66,611          69,004              74,342          80,175
   Policy loans..............................          106,822         108,685             100,452         104,077
   Short-term investments....................                -               -                 992             992
   Cash and cash equivalents.................            8,310           8,310              16,788          16,788
   Accrued investment income.................           32,161          32,161              30,623          30,623
   Futures contracts.........................                -               -                   -            (737)
   Interest rate exchange agreements ........                -            (282)                  -          (2,291)

Liabilities:
   Supplementary contracts without life
     contingencies...........................           33,225          33,803              34,363          35,387
   Individual and group annuities............        1,942,697       1,767,692           1,922,901       1,774,642
   Long-term debt............................           65,000          67,683                   -               -
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,904,000,  $1,302,000 and
$1,450,000  for 1996,  1995 and 1994,  respectively.  The Company has  aggregate
future lease  commitments at December 31, 1996 of $4,337,000  for  noncancelable
operating leases consisting of $992,000 in 1997,  $941,000 in 1998,  $829,000 in
1999, $818,000 in 2000 and $757,000 in 2001 and thereafter.

In addition, in 2001, under the terms of an operating lease for an airplane, the
Company has the option to renew the lease for another  five years,  purchase the
airplane for  approximately  $4.7 million,  or return the airplane to the lessor
and pay a termination  charge of  approximately  $3.7 million.  If the option to
renew the lease for five years is selected,  at the end of the five-year  period
(2006),  the Company has the option to purchase the  airplane for  approximately
$3.4 million or return the airplane to the lessor and pay a  termination  charge
of approximately $2.7 million.

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated insurers. In some states, these assessments can be

                                       39


<PAGE>


            SECURITY BENEFIT LIFE INSURANCE COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

partially  recovered  through a reduction in future premium  taxes.  The Company
cannot predict whether and to what extent legislative initiatives may affect the
right to offset. Based on information from the National Organization of Life and
Health  Guaranty  Association  and  information  from the various state guaranty
associations,  the Company believes that it is probable that these  insolvencies
will result in future  assessments.  The Company regularly evaluates its reserve
for  these   insolvencies  and  updates  its  reserve  based  on  the  Company's
interpretation  of information  recently  received.  The associated  costs for a
particular  insurance company can vary significantly based on its premium volume
by line of  business in a  particular  state and its  potential  for premium tax
offset.  The Company accrued and charged to expense  $1,574,000,  $2,302,000 and
$237,000  for 1996,  1995 and 1994,  respectively.  At December  31,  1996,  the
Company  has  reserved   $4,000,000  to  cover  current  and  estimated   future
assessments net of related premium tax credits.

8.  LONG-TERM DEBT

The Company has a $75.5  million line of credit  facility  from the Federal Home
Loan Bank of Topeka.  Any  borrowings  in  connection  with this  facility  bear
interest at .1% over the Federal  Funds rate.  No amounts  were  outstanding  at
December 31, 1996.

In February 1996, the Company negotiated three separate $5,000,000 advances with
the Federal  Home Loan Bank of Topeka.  The  advances are due February 27, 1998,
February 26, 1999 and February 28, 2001 and carry interest rates of 5.59%, 5.76%
and 6.04%, respectively.

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

9.  RELATED-PARTY TRANSACTIONS

The Company owns shares of mutual funds managed by Security  Management Company,
LLC with a net asset value totaling  $60,559,000  and $5,364,000 at December 31,
1996 and 1995, respectively.

                                       40


<PAGE>

10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

                                                       1996           1995
                                                    --------------------------
                                                          (IN THOUSANDS)
Premium and annuity considerations
   for the variable annuity products and
   variable universal life product for
   which the contractholder, rather than
   the Company, bears the
   investment risk................................   $2,793,911    $2,051,292
Assets of the separate accounts owned by
   the Company, at fair value.....................        9,016        14,014
                                                    --------------------------
                                                     $2,802,927    $2,065,306
                                                    ==========================

11.  STATUTORY INFORMATION

The Company  and its  insurance  subsidiary  prepare  statutory-basis  financial
statements in accordance  with accounting  practices  prescribed or permitted by
the  Kansas  and  New  York  Insurance  regulatory  authorities,   respectively.
Accounting  practices used to prepare  statutory-basis  financial statements for
regulatory filings of life insurance  companies differ in certain instances from
GAAP.   Prescribed   statutory   accounting   practices  include  a  variety  of
publications of the National Association of Insurance  Commissioners  (NAIC), as
well as state laws,  regulations  and general  administrative  rules.  Permitted
statutory  accounting  practices  encompass  all  accounting  practices  not  so
prescribed;  such  practices  may differ  from state to state,  may differ  from
company  to  company  within a state  and may  change in the  future.  Statutory
capital  and  surplus  of  the  insurance   operations  are   $286,689,000   and
$207,669,000 at December 31, 1996 and 1995, respectively.

                                       41

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24.     FINANCIAL STATEMENTS AND EXHIBITS

             (a)  Financial Statements

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

             (b)  Exhibits

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

                  (2) Not Applicable

                  (3) Application and Service Agreement(b)

                  (4)  (a) Individual Contract - Advantage (Form V6020; R10-97)

                       (b) Individual Contract - Trust (Form V6020-1; R10-97)

                       (c) Loan Endorsement (Form V6850; 10-97)

                       (d) Withdrawal  Charge  Waiver  Endorsement  (Form V6053;
                           10-97)

                       (e) Endorsement - Advantage (Form V6052; 10-97)

                       (f) Endorsement - Trust (Form V6052-1; 10-97)

                       (g) IRA Endorsement (Form 4453C-5; R9-96) (c)

                       (h) TSA Endorsement (Form 6832A; R9-96) (c)

                  (5)  Form of Application

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

                       (b) Bylaws of SBL

                  (7)  Not Applicable

                  (8)  Fund   Participation  and  Variable  Contract   Marketing
                       Agreement(c)

                  (9)  Opinion and Consent of Counsel(a)

                  (10) Consent of Independent Auditors

                  (11) Not Applicable

                  (12) Not Applicable

                  (13) Schedules for Computation of Performance

                  (14) Financial Data Schedules

                  (15) Powers  of  Attorneys  of  Howard  R.  Fricke,  Thomas R.
                       Clevenger,  Sister Loretto Marie Colwell,  John C. Dicus,
                       W. W. Hanna, John E. Hayes,  Jr., Laird G. Noller,  Frank
                       C. Sabatini, and Robert C. Wheeler

(a)   Incorporated   herein  by  reference  to  the  Exhibits   filed  with  the
      Registrant's Registration Statement Number 33-65654 (July 6, 1993).

(b)   Incorporated   herein  by  reference  to  the  Exhibits   filed  with  the
      Registrant's  Post-Effective Amendment No. 2 to Registration Statement No.
      33-65654 (May 20, 1994).

(c)   Incorporated   herein  by  reference  to  the  Exhibits   filed  with  the
      Registrant's  Post-Effective  Amendment No. 4 under the  Securities Act of
      1933 and  Amendment  No. 6 under  the  Investment  Company  Act of 1940 to
      Registration Statement No. 33-65654 (April 30, 1997).

<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL BUSINESS ADDRESS      POSITIONS AND OFFICES WITH DEPOSITOR

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

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

Sister Loretto Marie Colwell             Director
1700 SW 7th Street
Topeka, Kansas 66044

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

Steven J. Douglas                        Director
3231 East 6th Street
Topeka, KS 66607

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

John E. Hayes, Jr.                       Director
P.O. Box 889
Topeka, Kansas 66601

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

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

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

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

Kris Robbins*                            Executive Vice President and Chief
                                         Operating Officer

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

<PAGE>

NAME AND PRINCIPAL BUSINESS ADDRESS      POSITIONS AND OFFICES WITH DEPOSITOR

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

T. Gerald Lee*                           Senior Vice President and Chief
                                         Administrative Officer

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

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

Richard K Ryan*                          Senior Vice President

Amy J. Lee*                              Vice President and Associate General
                                         Counsel

James R. Schmank*                        Vice President - Corporate Development

Kathleen R. Blum*                        Vice President - Administration

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

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

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

     The following  chart  indicates  the persons  controlled by or under common
control with Parkstone Variable Annuity or SBL:

                                    JURISDICTION            PERCENT OF VOTING
       NAME                       OF INCORPORATION       SECURITIES OWNED BY SBL

Security Benefit Life 
Insurance Company                      Kansas                      -----
(Mutual Life Insurance Company

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

Security Management Company, LLC       Kansas                      100%
(Investment Adviser)

<PAGE>

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

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

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

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

First Advantage Insurance Agency, Inc. Kansas                      100%

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

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

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

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

   Security Growth and      40.1%    SBL Fund                      100%
   Income Fund

<PAGE>

ITEM 27. NUMBER OF CONTRACTOWNERS

     As of  September 1, 1997,  there were 1,304  owners of  Parkstone  Variable
Annuity Qualified Contracts,  1,388 owners of Parkstone Non-Qualified Contracts,
17 owners of Parkstone Non-Qualified Trust Contracts,  and 2 owners of Parkstone
Qualified Trust Contracts.

ITEM 28. INDEMNIFICATION

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

     The Articles of Incorporation include the following provision:

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

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

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

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

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

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

     Insofar as indemnification for a liability arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Depositor has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities

<PAGE>

(other than the payment of expenses  incurred or paid by a director,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Securities being  registered,  the Depositor will, unless
in the  opinion of its  counsel  the matter  has been  settled by a  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final  adjudication  of such issue.

ITEM 29.  PRINCIPAL UNDERWRITER

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

 (b)

          Name and Principal                    Position and Offices
          BUSINESS ADDRESS*                       WITH UNDERWRITER

          Richard K Ryan                        President and Director

          John D. Cleland                       Vice President and Director

          James R. Schmank                      Vice President and Director

          Mark E. Young                         Vice President

          Amy J. Lee                            Secretary

          Brenda M. Harwood                     Treasurer

<PAGE>

          Name and Principal                    Position and Offices
          BUSINESS ADDRESS*                       WITH UNDERWRITER

          Daniel McNichol                       Vice President

          Clark A. Anderson                     Regional Vice President

          Robert L. Kirchner                    Regional Vice President

          Paul Richardson                       Regional Vice President

          Ronald V. Vermillion                  Regional Vice President

          Jennifer A. Zaat                      Regional Vice President

          Kent N. Spillman                      Regional Vice President

          Carla D. Griffin                      Regional Vice President

          Anthony Hammock                       Regional Vice President

          William G. Mancuso                    Regional Vice President

          Marek E. Lakotko                      Regional Vice President

          Eric M. Aanes                         Regional Vice President

          Susan L. Tully                        Regional Vice President

         *700 Harrison, Topeka, Kansas 66636-0001

(c)      Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31. MANAGEMENT SERVICES

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

ITEM 32. UNDERTAKINGS

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

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

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

(d) SBL,  sponsor of the unit  investment  trust,  Parkstone  Variable  Annuity,
hereby   represents  that  it  is  relying  upon  the  Securities  and  Exchange
Commission's  No-Action  Letter  Ref.  No.  IP-6-88,  American  Council  of Life
Insurance, and that it has complied with the provisions of paragraphs (1)-(4) of
such no-action letter which are incorporated herein by reference.

(e)  Subject  to the terms and  conditions  of Section  15(d) of the  Securities
Exchange  Act of  1934,  the  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 hereafter duly adopted pursuant to authority conferred
in that Section.

(f) Security Benefit Life Insurance Company ("SBL") 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 SBL.

<PAGE>

                                                    SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment  Company  Act of 1940,  the  Registrant  certifies  that it meets the
requirements of Securities Act Rule 485 for  effectiveness of this  Registration
Statement and has caused this Registration Statement to be signed on its behalf,
in the City of Topeka, and State of Kansas on this 29th day of September, 1997.

SIGNATURES AND TITLES

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

                                        By:  ROGER K. VIOLA

                                        ----------------------------------------
Thomas R. Clevenger                     Roger K. Viola, Senior Vice President,
Director                                General Counsel and Secretary as
                                        Attorney-In-Fact for the Officers and
                                        Directors Whose Names Appear Opposite
Sister Loretto Marie Colwell
Director

                                        PARKSTONE VARIABLE ANNUITY
John C. Dicus                           (The Registrant)
Director
                                        By: SECURITY BENEFIT LIFE INSURANCE
                                            COMPANY
William W. Hanna                            (The Depositor)
Director
                                        By:  HOWARD R. FRICKE

                                             -----------------------------------
John E. Hayes, Jr.                           Howard R. Fricke, Chairman of the
Director                                     Board, President and Chief 
                                             Executive Officer
Laird G. Noller
Director                                By:  DONALD J. SCHEPKER

                                             -----------------------------------
                                             Donald J. Schepker, Senior Vice
                                             President, Chief Financial Officer
Robert C. Wheeler                            and Treasurer
Director

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

                                        Date:  September 29, 1997

<PAGE>

                                  EXHIBIT INDEX

  (1)   None

  (2)   None

  (3)   None

  (4)   (a)    Individual Contract - Advantage (Form V6020; R10-97)
        (b)    Individual Contract - Trust (Form V6020-1; R10-97)
        (c)    Loan Endorsement (Form V6850; 10-97)
        (d)    Withdrawal Charge Waiver Endorsement (Form V6053; 10-97)
        (e)    Endorsement - Advantage (Form V6052; 10-97)
        (f)    Endorsement - Trust (Form V6052-1; 10-97)
        (g)    None
        (h)    None

  (5)   Form of Application

  (6)   (a)    None

        (b)    Bylaws of SBL

  (7)   None

  (8)   None

  (9)   None

(10)    Consent of Independent Auditors

(11)    None

(12)    None

(13)    Schedules for Computation of Performance

(14)    Financial Data Schedules

(15)    Powers of Attorney



<PAGE>

                                    PARKSTONE
                                VARIABLE ANNUITY

               FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

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

SIGNED FOR SECURITY BENEFIT LIFE INSURANCE COMPANY ON THE CONTRACT DATE.

               ROGER K. VIOLA                             HOWARD R. FRICKE
                  Secretary                                   President


                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

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

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

*  Annuity  Payments begin on the Annuity Start Date using the method  specified
   in this Contract.

*  This Contract is Participating.

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

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                   700 Harrison Street, Topeka, KS 66636-0001
                                 1-800-355-4555

Form V6020 (R10-97)                                                    BP 602AP1

<PAGE>

                                TABLE OF CONTENTS

CONTRACT SPECIFICATIONS ...............................................    3
DEFINITIONS ...........................................................    4
GENERAL PROVISIONS ....................................................    7
  The Contract ........................................................    7
  Compliance ..........................................................    7
  Misstatement of Age and Sex .........................................    7
  Evidence of Survival ................................................    7
  Incontestability ....................................................    7
  Assignment ..........................................................    7
  Transfers ...........................................................    8
  Claims of Creditors .................................................    8
  Nonforfeiture Values ................................................    8
  Participation .......................................................    9
  Statements ..........................................................    9
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS .......................    9
  Ownership ...........................................................    9
  Joint Ownership .....................................................    9
  Annuitant ...........................................................    9
  Primary and Contingent Beneficiaries ................................    9
  Ownership and Beneficiary Changes ...................................    9
PURCHASE PAYMENT PROVISIONS ...........................................   10
  Flexible Purchase Payments ..........................................   10
  Purchase Payment Limitations ........................................   10
  Purchase Payment Allocation .........................................   10
  Place of Payment ....................................................   10
CONTRACT VALUE AND EXPENSE PROVISIONS .................................   10
  Contract Value ......................................................   10
  Fixed Account Contract Value ........................................   10
  Fixed Account Interest Crediting ....................................   11
  Separate Account Contract Value .....................................   11
  Accumulation Unit Value .............................................   11
  Net Investment Factor ...............................................   11
  Determining Accumulation Units ......................................   12
  Mortality and Expense Risk Charge ...................................   12
  Premium Tax Expense .................................................   12
  Administration Charge ...............................................   12
  Mutual Fund Expenses ................................................   12
WITHDRAWAL PROVISIONS .................................................   12
  Withdrawals .........................................................   12, 13
  Withdrawal Value ....................................................   13
  Withdrawal Charges ..................................................   13
  Free Withdrawals ....................................................   13
  Systematic Withdrawals ..............................................   14
  Free Systematic Withdrawals .........................................   14
  Disability Waiver ...................................................   14
  Date of Request .....................................................   14
  Payment of Withdrawal Benefits ......................................   14, 15
DEATH BENEFIT PROVISIONS ..............................................   15
  Death Benefit .......................................................   15
  Proof of Death ......................................................   16
  Distribution Rules ..................................................   16
ANNUITY PAYMENT PROVISIONS ............................................   16
  Annuity Start Date ..................................................   16, 17
  Change of Annuity Start Date ........................................   17
  Annuity Start Amount ................................................   17
  Withdrawal Charges ..................................................   17
  Annuity Tables ......................................................   17
  Annuity Payments ....................................................   17
  Change of Annuity Option ............................................   18
  Fixed Annuity Payments ..............................................   18
  Variable Annuity Payments ...........................................   18
  Annuity Units .......................................................   18
  Net Investment Factor ...............................................   18, 19
  Alternate Annuity Option Rates ......................................   19
  Annuity Options .....................................................   19, 20
ANNUITY TABLES ........................................................   21, 22
AMENDMENTS OR ENDORSEMENTS, if any

                                       -2-                             BP 602AP1
<PAGE>

- --------------------------------------------------------------------------------
                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER OF RECORD:  John A. Doe

OWNER DATE OF BIRTH:  10-30-1953

JOINT OWNER NAME:  Mary K. Doe

JOINT OWNER DATE OF BIRTH:  7-18-1981

ANNUITANT NAME:  Betty M. Doe

ANNUITANT DATE OF BIRTH:  5-13-1987

ANNUITANT SEX:  Female

PRIMARY BENEFICIARY NAME:  Linda L. Doe

CONTRACT NUMBER:  Specimen

CONTRACT DATE:  6-30-1997

ISSUE DATE:  6-30-1997

ANNUITY START DATE:  7-1-2052*

PLAN:  Non-qualified

ASSIGNMENT:  This  Policy may be  assigned.
             See  Assignment  Provision  of your Policy.

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

INITIAL PURCHASE PAYMENT .................  $5,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS .....  $2,000 ($50 pursuant to an automatic
                                            investment program)

MINIMUM SYSTEMATIC WITHDRAWAL ............  $50

MORTALITY AND EXPENSE RISK CHARGE ........  1.25% Annually (1.2% annually during
                                            Annuity Options 1-4, 7 and 8)

ADMINISTRATION CHARGE ....................  .15% Annually (0% annually during
                                            Annuity Options 1-4, 7 and 8)

WITHDRAWAL CHARGES:
    Purchase Payment Year ..............   1    2    3    4    5    6    7    8+
    Withdrawal Charge ..................   7%   6%   5%   4%   3%   2%   1%   0%

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

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

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

SUBACCOUNTS:
  SBL Money Market Subaccount
  Parkstone Bond Subaccount
  Colonial U. S. Stock Subaccount
  T. Rowe Price Equity Income Subaccount
  SBL Social Awareness Subaccount
  Parkstone Mid Capitalization Subaccount (formerly Equity Subaccount)
  Colonial Strategic Income Subaccount
  Parkstone Small Capitalization Subaccount
  Lexington Global Aggressive Bond Subaccount
  Parkstone International Discovery Subaccount
  Newport Tiger Subaccount

METHOD FOR DEDUCTIONS:

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

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

V6020 A (10-97)                        -3-                               SBL 140

<PAGE>

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

ACCOUNT

     An Account is one of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT

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

ANNUITANT

     The  Annuitant  is the person  named by the Owner on whose life the Annuity
     Payments  depend  for  Annuity  Options 1  through  4 and 8. The  Annuitant
     receives  Annuity  Payments  under this  Contract.  Please see  "Annuitant"
     provisions on page 9.

ANNUITY OPTION

     An  Annuity  Option is a set of  provisions  that form the basis for making
     Annuity  Payments.  The Annuity  Option is set prior to the  Annuity  Start
     Date. Please see "Annuity Options" on pages 19 and 20.

ANNUITY START DATE

     The Annuity Start Date is the date on which Annuity  Payments are scheduled
     to begin.  This date may be changed by the Owner. The Annuity Start Date is
     shown on Page 3. Please see "Annuity Start Date" on pages 16 and 17.

ANNUITY UNIT

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

AUTOMATIC INVESTMENT PROGRAM

     A program pursuant to which Purchase Payments are  automatically  paid from
     the Owner's  bank  account on a specified  day of the month,  on a monthly,
     quarterly, semiannual or annual basis, or a salary reduction arrangement.

AUTOMATIC TRANSFERS

     Automatic  Transfers  are  Transfers  among the  Subaccounts  and the Fixed
     Account.  Such Transfers are made  automatically on a periodic basis by the
     Company at the written request of the Owner. The Company reserves the right
     to discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT ANNIVERSARY

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

CONTRACT DATE

     The Contract  Date is the date the Contract  begins.  The Contract  Date is
     shown on page 3.

CONTRACT YEAR

     Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

DESIGNATED BENEFICIARY

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

     1.  Owner;

     2.  Joint Owner;

     3.  Primary Beneficiary;

     4.  Contingent Beneficiary;

     5.  Annuitant; and

     6.  the Owner's estate if no one listed above is alive.

     The Designated  Beneficiary  receives a death benefit upon the death of the
     Owner prior to the Annuity Start Date.  Please see  "Ownership,  Annuitant,
     and  Beneficiary  Provisions" on page 9 and "Death  Benefit  Provisions" on
     pages 15.

V 6020 B (R10-97)                      -4-                             BP 602AQ1

<PAGE>

- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

EARNINGS

     Earnings  include  interest,  dividends,  realized  gains  or  losses,  and
     unrealized gains or losses.

FIXED ACCOUNT

     The Fixed Account is part of the  Company's  general  account.  The Company
     manages  the  general  account  and  guarantees  that  that it will  credit
     interest on Fixed Account  Contract  Value at an annual rate at least equal
     to the Guaranteed Rate. This Rate is shown on page 3.

HOME OFFICE

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

ISSUE DATE

     The  Issue  Date is the date the  Company  uses to  determine  the date the
     Contract becomes  incontestable.  The Issue Date is shown on Page 3. Please
     see "Incontestability" on page 7.

JOINT OWNER

     The Joint Owner,  if any,  possesses  an  undivided  interest in the entire
     Contract  with the  Owner.  The Joint  Owner,  if any,  is named on page 3.
     Please see "Joint Ownership" provisions on page 9.

NONNATURAL PERSON

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

OWNER

     The Owner is the person who possesses  all rights under the  Contract.  The
     Owner is named on page 3. Please see "Ownership" provisions on page 9.

PREMIUM TAX

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

PURCHASE PAYMENT

     A Purchase  Payment is money  Received  by the  Company  and applied to the
     Contract.

PURCHASE PAYMENT ANNIVERSARY

     A Purchase  Payment  Anniversary is a 12-month  anniversary of the date the
     Purchase Payment is applied.

PURCHASE PAYMENT YEAR

     A Purchase  Payment Year is each 12-month  period  starting with either the
     Purchase  Payment  Anniversary or the date the Purchase Payment is applied.
     The first Purchase  Payment year begins on the date the Purchase Payment is
     applied  and  increases  by  one  on  each  successive   Purchase   Payment
     Anniversary.

RECEIVED BY THE COMPANY

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

SEPARATE ACCOUNT

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

                                       -5-                             BP 602AQ1
<PAGE>

- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT (CONTINUED)

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

SUBACCOUNT NET ASSET VALUE

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

SUBACCOUNTS

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

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

     2.  add, remove or combine Subaccounts;

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

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

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

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

     7.  terminate and liquidate any Subaccount.

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

VALUATION DATE

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

VALUATION PERIOD

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

V6020 C (R10-97)                      -6-                              BP 602AR1
<PAGE>

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

THE CONTRACT

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

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

COMPLIANCE

     The Company reserves the right to make any change to the provisions of this
     Contract  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  for annuity  contracts under the Internal Revenue Code or the
     laws of any state.  The Company  will  provide the Owner with a copy of any
     such change and will also file such a change with the insurance  regulatory
     officials of the state in which the Contract is delivered.

MISSTATEMENT OF AGE AND SEX

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

EVIDENCE OF SURVIVAL

     When any payments under this contract  depend on the payee being alive on a
     given date,  proof that the payee is living may be required by the Company.
     Such proof must be in a form acceptable to the Company, and may be required
     prior to making the payments.

INCONTESTABILITY

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

ASSIGNMENT

     Please refer to page 3 to see if this  Contract may be assigned.  If it may
     be assigned,  no Assignment  under this Contract is binding unless Received
     by the Company in writing.  The Company assumes no  responsibility  for the
     validity, legality, or tax status of any Assignment. The Assignment will be
     subject to any payment made or other action taken by the Company before the
     Assignment is Received by the Company. Once filed, the rights of the Owner,
     Annuitant  and  Beneficiary  are  subject to the  Assignment.  Any claim is
     subject to proof of interest of the assignee.

                                       -7-                             BP 602AR1
<PAGE>

- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

TRANSFERS

     The  Owner  may  Transfer  Contract  Value  among  the  Fixed  Account  and
     Subaccounts subject to the following.

     Transfers are not allowed  within 30 days of the Annuity Start Date.  After
     the Annuity Start Date, for Annuity Options 1 through 4, 7 and 8, the Owner
     may Transfer Contract Value only among Subaccounts.

     The Owner may make 12 Transfers per Contract Year, provided,  however, that
     Automatic  Transfers  are not  included  in  this  number.  Any  additional
     Transfers in a Contract Year are subject to a fee of $25 per Transfer which
     will be deducted  from the Contract  Value being  transferred.  The Company
     reserves  the right to (1) limit the amount  that may be  transferred;  (2)
     limit the number of  Transfers  allowed each  Contract  Year to 12; and (3)
     suspend  Transfers.  Transfers  must be at least  $500.00 or, if less,  the
     remaining  balance  in the  Account  from  which  Contract  Value  is being
     transferred.

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

     1.  $5,000;

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

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

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

     3.  120% of the lesser of:

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

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

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

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

CLAIMS OF CREDITORS

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

NONFORFEITURE VALUES

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

V 6020 D (R10-97)                      -8-                             BP 602AS1

<PAGE>

- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

PARTICIPATION

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

STATEMENTS

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

- --------------------------------------------------------------------------------
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP

     During the Owner's  lifetime,  all rights and privileges under the Contract
     may be exercised  only by the Owner.  If the purchaser  names someone other
     than  himself  or  herself  as Owner,  the  purchaser  has no rights in the
     Contract. No Owner may be older than 90 on the Contract Date.

JOINT OWNERSHIP

     If a Joint  Owner is named in the  application,  then the  Owner  and Joint
     Owner will share an  undivided  interest  in the entire  Contract  as joint
     tenants  with  rights of  survivorship.  When an Owner and Joint Owner have
     been  named,  the  Company  will honor only  requests  for  changes and the
     exercise of other Ownership  rights made by both the Owner and Joint Owner.
     When a Joint Owner is named,  all  references  to "Owner"  throughout  this
     Contract should be construed to mean both the Owner and Joint Owner, except
     for the "Statements"  provision above and the "Death Benefit Provisions" on
     page 15.

ANNUITANT

     The Annuitant is named on page 3. The Owner may change the Annuitant  prior
     to the  Annuity  Start  Date.  The  request for this change must be made in
     writing  and  Received by the Company at least 30 days prior to the Annuity
     Start Date.  No Annuitant may be named who is more than 90 years old on the
     Contract Date. When the Annuitant dies prior to the Annuity Start Date, the
     Owner  must  name a new  Annuitant  within 30 days or,  if  sooner,  by the
     Annuity Start Date, except where the Owner is a Nonnatural Person. If a new
     Annuitant is not named,  the Owner becomes the Annuitant.

PRIMARY AND CONTINGENT BENEFICIARIES

     The  Primary  Beneficiary  is named on page 3. The  Owner  may  change  any
     Beneficiary as described in "Ownership and  Beneficiary  Changes" below. If
     the Primary Beneficiary dies prior to the Owner, the Contingent Beneficiary
     becomes the Primary Beneficiary.  Unless the Owner directs otherwise,  when
     there  are two or more  Primary  Beneficiaries,  they  will  receive  equal
     shares.

OWNERSHIP AND BENEFICIARY CHANGES

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

                                       -9-                             BP 602AS1
<PAGE>

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

FLEXIBLE PURCHASE PAYMENTS

     The Contract becomes in force when the initial Purchase Payment is applied.
     The Owner is not  required to continue  Purchase  Payments in the amount or
     frequency  originally planned.  The Owner may: (1) increase or decrease the
     amount of Purchase Payments,  subject to any Contract limits; or (2) change
     the  frequency  of Purchase  Payments.  A change in  frequency or amount of
     Purchase  Payments  does not require a written  request.

PURCHASE PAYMENT LIMITATIONS

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

PURCHASE PAYMENT ALLOCATION

     Purchase  Payments  may be  allocated  among  the  Fixed  Account  and  the
     Subaccounts.  Purchase Payments will be allocated  according to the Owner's
     instructions  in the Application or more recent  instructions,  if any. The
     allocations may be made by specifying the dollar amount or whole percentage
     to be allocated to each Account.  No less than $25 per Purchase Payment may
     be  allocated  to any  account.  The Owner may  change the  allocations  by
     written notice to the Company.

PLACE OF PAYMENT

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

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

CONTRACT VALUE

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

FIXED ACCOUNT CONTRACT VALUE

     On any Valuation  Date,  the Fixed Account  Contract  Value is equal to the
     first Purchase  Payment  allocated under the Contract to the Fixed Account.

     PLUS:

     1.  any other Purchase  Payments  allocated under the Contract to the Fixed
         Account;

     2.  any Transfers from the Separate Account to the Fixed Account; and

     3.  any interest credited to the Fixed Account;

     LESS:

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

     2.  any Transfers  from the Fixed  Account to the Separate  Account and any
         applicable Transfer Fees deducted from the Fixed Account;

     3.  any applicable Premium Taxes;

     4.  any Fixed  Account  Contract  Value which are applied to any of Annuity
         Options 1 through 4, 7 and 8; and.

     5.  any Annuity Payments made under Annuity Options 5 and 6.

V 6020 E (R10-97)                     -10-                             BP 602AT1
<PAGE>

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

FIXED ACCOUNT INTEREST CREDITING

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

     The  Company  may  credit  Current  Interest  on  Contract  Value  that was
     allocated  or  transferred  to the Fixed  Account  during  one  period at a
     different  rate than amounts  allocated or transferred to the Fixed Account
     in  another  period.  Therefore,  at any time,  portions  of Fixed  Account
     Contract  Value may be earning  Current  Interest at different  rates based
     upon the period during which such portions were allocated or transferred to
     the Fixed Account.

SEPARATE ACCOUNT CONTRACT VALUE

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

ACCUMULATION UNIT VALUE

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

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

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

NET INVESTMENT FACTOR

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

     1.  is equal to:

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

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

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

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

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

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

     The  Accumulation  Unit Value may increase or decrease  from one  Valuation
     Period to the next.

                                      -11-                             BP 602AT1
<PAGE>

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

DETERMINING ACCUMULATION UNITS

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

     1.  Purchase Payments that are applied to the Subaccount;

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

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

     4.  Premium Taxes and Transfer fees that are deducted from the Subaccount.

MORTALITY AND EXPENSE RISK CHARGE

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

PREMIUM TAX EXPENSE

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

ADMINISTRATION CHARGE

     The Company  will deduct the  Administration  Charge  shown on page 3. This
     charge will be computed and deducted from each Subaccount on each Valuation
     Date.  This charge is  factored  into the  Accumulation  Unit Value on each
     Valuation Date.

MUTUAL FUND EXPENSES

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

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

WITHDRAWALS

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

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

     All Withdrawals must meet the following conditions.

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

     2.  The Owner must  apply:  (a) while this  Contract  is in force;  and (b)
         prior to the Annuity Start Date,  provided,  however,  that Withdrawals
         may be made after the  Annuity  Start Date if  payments  are being made
         under one of Annuity Options 5 through 7.

V 6020 F (R10-97)                     -12-                             BP 602AU1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

WITHDRAWALS (CONTINUED)

     3.  The amount  Withdrawn must be at least $500.00 except that a Withdrawal
         of less than  $500.00 is allowed  (i) for  Systematic  Withdrawals,  as
         discussed on page 14; or (ii) when terminating the Contract.

     A partial  Withdrawal  request must state the allocations for deducting the
     Withdrawal  from each Account.  If no allocation is specified,  the partial
     Withdrawal  will be deducted  from the  Accounts in the order  described on
     page 3, "Method for  Deductions."  Withdrawals  of Fixed  Account  Contract
     Value shall be made on a first in, first out basis.

WITHDRAWAL VALUE

     The  Withdrawal  Value as of any  Valuation  Date will be (1) the  Contract
     Value on that date;  less (2) any Premium Taxes due or paid by the Company;
     and (3) any Withdrawal Charges.

WITHDRAWAL CHARGES

     If part or all of the Contract Value is Withdrawn,  Withdrawal  Charges may
     be applied at the time of Withdrawal.  The Withdrawal Charges is applied to
     Purchase Payment withdrawn. The amount of the charge is based on the number
     of  Purchase  Payment  Years  the  Purchase  Payment  has  remained  in the
     Contract.  See  the  Withdrawal  Charges  shown  on page 3.  The  order  of
     withdrawal for the purpose of calculating Withdrawal Charges is as follows:
     (1) Purchase Payments on a first in, first out basis; then (2) Earnings.

     The Withdrawal Charge will not be assessed against:

     1.  any Free Withdrawal amounts;

     2.  any Free Systematic Withdrawal amounts;

     3.  any amounts remaining after all Purchase Payments are withdrawn;

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

     5.  payments under Annuity  Options 5 and 6 provided that Annuity  payments
         are made for at least 7 years; or

     6.  any  Purchase  Payments  remaining  in the  Contract  for 84  months or
         longer.

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

FREE WITHDRAWALS

     A Free Withdrawal is a Withdrawal  amount that is not subject to Withdrawal
     Charges.  The amount of Free  Withdrawal  available  in a Contract  Year is
     equal to (1) Contract  Value as of the date of the first  Withdrawal in the
     current  Contract  Year times (2) the Free  Withdrawal  Percentage.  A Free
     Withdrawal is only available  with respect to the first  Withdrawal in each
     Contract Year. A Free Withdrawal is not available in any Contract Year that
     Free Systematic  Withdrawals have been made. Unused Free Withdrawal amounts
     cannot be carried from one Contract Year to the next.

                                      -13-                             BP 602AU1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWALS

     Systematic Withdrawals are automatic periodic Withdrawals from the Contract
     in substantially  equal amounts made while the Owner is living prior to the
     Annuity Start Date.  In order to start  Systematic  Withdrawals,  the Owner
     must make the request in writing. Systematic Withdrawals are subject to any
     applicable  Withdrawal  Charge,  except as discussed under "Free Systematic
     Withdrawals"  below. The Minimum Systematic  Withdrawal is shown on page 3.
     The Owner must choose the type of payment and its frequency. The Systematic
     Withdrawal request must state the allocations for deducting the Withdrawals
     from each Account.  If no allocation is specified,  the Withdrawals will be
     deducted  from the Accounts in the order  described on page 3, "Methods for
     Deductions."  The payment type may be: (1) a percentage of Contract  Value;
     (2) a specified dollar amount; (3) all earnings in the Contract; (4) over a
     fixed period of time; or (5) based upon the life expectancy of the Owner or
     the Owner and a Beneficiary. The payment frequency may be: (1) monthly; (2)
     quarterly; (3) semiannually; or (4) annually. Systematic Withdrawals may be
     stopped or changed by the Owner upon proper written request Received by the
     Company at least 30 days in advance of the requested date of termination or
     change. The Company reserves the right to stop, modify, suspend or charge a
     fee for Systematic Withdrawals at any time.

FREE SYSTEMATIC WITHDRAWALS

     Free  Systematic  Withdrawals are not subject to a Withdrawal  Charge.  The
     amount of Free  Systematic  Withdrawals  available  in a  Contract  Year is
     determined as follows:  the amount of Systematic  Withdrawals that does not
     exceed the Free  Withdrawal  amount  available in that Contract Year.  Free
     Systematic  Withdrawals  are not  available in any Contract Year in which a
     Free Withdrawal has been made.

DISABILITY WAIVER

     The Company will waive the Withdrawal  Charges if, after the Contract Date,
     an Owner  becomes  totally  and  permanently  disabled  prior to age 65. To
     qualify,  the Owner must provide: (1) a certified copy of the Owner's birth
     certificate;  and (2) proof of total and  permanent  disability  within the
     meaning  of  Internal  Revenue  Code  Section  72(m)(7)  or  any  successor
     provision.   The  Company  reserves  the  right  to:  (1)  investigate  any
     disability claim; and (2) require current proof of qualification  with each
     withdrawal request.

DATE OF REQUEST

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

PAYMENT OF WITHDRAWAL BENEFITS

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

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

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

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

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

V 6020G (R10-97)                      -14-                             BP 602AV1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

PAYMENT OF WITHDRAWAL BENEFITS (CONTINUED)

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

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

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

DEATH BENEFIT

     If any Owner dies prior to the Annuity  Start Date, a Death Benefit will be
     paid to the Designated Beneficiary when due Proof of Death and instructions
     regarding payment are Received by the Company within six months of the date
     of death. If an Owner is a Nonnatural  Person,  then the Death Benefit will
     be paid in the event of the death of the  Annuitant or any joint Owner that
     is a natural person prior to the Annuity Start Date.  Further,  if an Owner
     is a Nonnatural Person, the amount of the Death Benefit is based on the age
     of the  Annuitant or any Joint Owner that is a natural  person on the Issue
     Date.

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

The Stepped-Up Death Benefit is:

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

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

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

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

     If the age of any Owner on the Issue Date was 76 or older,  or if due proof
     of  death  (regardless  of the age of any  Owner  on the  Issue  Date)  and
     instructions  regarding  payment are not Received by the Company within six
     months of the date of the Owner's death, the Death Benefit will be: (1) the
     Withdrawal  Value as of the end of the  Valuation  Period  during which due
     Proof of Death and  instructions  regarding  payment  are  Received  by the
     Company, less (2) any Premium Taxes due or paid by the Company.

     If a lump sum payment is requested,  the payment will be made in accordance
     with any laws and  regulations  that govern the payment of Death  Benefits.
     The  Designated  Beneficiary  may elect to receive the Death Benefit in the
     form of annuity payments under one of the Annuity  Options,  subject to any
     requirements under applicable law.

                                      -15-                             BP 602AV1
<PAGE>

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

PROOF OF DEATH

     Any of the following will serve as Proof of Death:

     1.  certified copy of the death certificate;

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

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

     4.  any proof accepted by the Company.

DISTRIBUTION RULES

     The entire Death  Benefit  with any  interest  shall be paid within 5 years
     after the death of any Owner,  except as provided  below. In the event that
     the Designated Beneficiary elects an Annuity Option, the length of time for
     the  payment  period  may be  longer  than 5 years if:  (1) the  Designated
     Beneficiary  is a natural  person;  (2) the Death Benefit is paid out under
     one of Annuity Options 1 through 8; and (3) payments are made over a period
     that  does  not  exceed  the  life or  life  expectancy  of the  Designated
     Beneficiary; and (4) Annuity Payments begin within one year of the death of
     the  Owner.  If  the  deceased   Owner's  spouse  is  the  sole  Designated
     Beneficiary,  the spouse shall become the sole Owner of the Contract. He or
     she may elect to: (1) keep the  Contract  in force  until the sooner of the
     spouse's death or the Annuity Start Date; or (2) receive the Death Benefit.

     If any Owner dies after the Annuity  Start  Date,  Annuity  Payments  shall
     continue  to be paid at least as  rapidly  as under the  method of  payment
     being used as of the date of the Owner's death.

     If the Owner is a Nonnatural Person, the distribution rules set forth above
     apply in the event of the death of, or a change  in,  the  Annuitant.  This
     Contract is deemed to  incorporate  any  provision of Section  72(s) of the
     Internal  Revenue Code of 1986, as amended (the  "Code"),  or any successor
     provision.  This Contract is also deemed to incorporate any other provision
     of the Code deemed  necessary  by the  Company,  in its sole  judgment,  to
     qualify this Contract as an annuity.  The  application of the  distribution
     rules will be made in accordance  with Code section 72(s), or any successor
     provision, as interpreted by the Company in its sole judgment.

     The foregoing  distribution  rules do not apply to a Contract which is: (1)
     provided  under a plan described in Code section  401(a);  (2) described in
     Code section 403(b); (3) an individual retirement annuity or provided under
     an individual  retirement account or annuity;  or (4) otherwise exempt from
     the Code section 72(s) distribution rules.

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

ANNUITY START DATE

     The Owner may choose the Annuity Start Date at the time of application. The
     Annuity  Start  Date may not be prior to the  third  Contract  Anniversary;
     provided  that the  Annuity  Start Date may be prior to the third  Contract
     Anniversary if one of Annuity Options 5 or 6 is elected.  The Annuity Start
     Date must be prior to the later of: (1) the oldest Annuitant's eighty-fifth
     birthday; or (2) the tenth Contract Anniversary, but in no event later than
     the oldest Annuitant's  ninety-fifth  birthday. If no Annuity Start Date is
     chosen,  the  Company  will use the later of:  (1) the  oldest  Annuitant's
     seventieth birthday; or (2) the tenth Contract Anniversary, but in no event
     later than the Annuitant's ninety-fifth birthday.

V 6020H (R10-97)                     -16-                              BP 602AW1
<PAGE>

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

ANNUITY START DATE (CONTINUED)

     The Annuity  Start Date is the date the first  payment  will be made to the
     Annuitant under one of the Annuity Options.

CHANGE OF ANNUITY START DATE

     An Owner may  change the  Annuity  Start Date  subject to  approval  by the
     Company.  A request  for the change  must be made in  writing.  The written
     request  must be  Received by the Company at least 30 days prior to the new
     Annuity Start Date and 30 days prior to the previous Annuity Start Date.

ANNUITY START AMOUNT

     The Annuity Start Amount is applied to one of the Annuity Options listed on
     page 19. The Annuity Start Amount is: (1) the Contract Value on the Annuity
     Start Date;  less (2) any Premium Taxes due or paid by the Company.  Unless
     otherwise  directed by the Owner,  Annuity Start Amount  derived from Fixed
     Account  Contract Value will be applied to purchase a Fixed Annuity Option;
     that  derived  from  Separate  Account  Contract  Value  will be applied to
     purchase a Variable Annuity Option.

WITHDRAWAL CHARGES

     Withdrawal  Charges are not applied  to: (1)  Annuity  payments  made under
     Annuity Options 1-4, 7 and 8; or (2) those made under Annuity Options 5 and
     6 that provide for payments  over a period of at least 7 years.  Withdrawal
     Charges are applied to annuity  payments under Annuity Options 5 and 6 that
     provide for payments  over a period of less than 7 years.  See  "Withdrawal
     Provisions" on pages 12-15.

ANNUITY TABLES

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

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

     For Annuity Options 5 through 7, annuity rates based on age and sex are not
     used to calculate  annuity  payments.  Annuity Payments for Options 5 and 6
     are computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

     The  Annuity  Option is shown on page 3. The Owner may  choose  any form of
     Annuity  Option  that is  allowed by the  Company.  The Owner may choose an
     Annuity  Option by written  request.  This  request must be Received by the
     Company at least 30 days prior to the Annuity Start Date.  Several  Annuity
     Options  are listed on pages 19 and 20. No Annuity  Option can be  selected
     that requires the Company to make periodic payments of less than $50.00. If
     no Annuity  Option is chosen prior to the Annuity  Start Date,  the Company
     will use Life with 10-Year Fixed Period Option.  Each Annuity Option allows
     for making Annuity Payments annually, semiannually, quarterly or monthly.

                                      -17-                             BP 602AW1
<PAGE>

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

CHANGE OF ANNUITY OPTION

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

     After the Annuity  Start Date,  the Owner may change the Annuity  Option if
     payments are being made under Annuity  Options 5 through 7. The change must
     be requested in writing.

     After the change is recorded by the Company, it will be effective as of the
     date it was  requested.  A change  will not  apply to any  payment  made or
     action taken by the Company prior to the time it was recorded.

FIXED ANNUITY PAYMENTS

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

VARIABLE ANNUITY PAYMENTS

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

ANNUITY UNITS

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

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

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

     (b)  is the Net Investment Factor for the Valuation Date;

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

NET INVESTMENT FACTOR

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

     1.  is equal to:

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

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

V 6020 I (R10-97)                     -18-                             BP 602AX1
<PAGE>

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

NET INVESTMENT FACTOR (CONTINUED)

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

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

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

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

ALTERNATE ANNUITY OPTION RATES

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

ANNUITY OPTIONS

OPTION 1

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

OPTION 2

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

OPTION 3

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

OPTION 4

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

                                      -19-                             BP 602AX1
<PAGE>

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

OPTION 5

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

OPTION 6

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

OPTION 7

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

OPTION 8

     JOINT AND CONTINGENT SURVIVOR OPTION: This option provides payments for the
     life of the  primary  Annuitant.  Payments  will  be  made  to the  primary
     Annuitant  as long as he or she is living.  Upon the deaath of the  primary
     Annuitant,  payments will be made to the contingent Annuitant as long as he
     or she is living. If the Contingent  Annuitant is not living upon the death
     of the  Primary  Annuitant,  no  payments  will be  made to the  Contingent
     Annuitant. Table B shows some of the guaranteed rates for this option.

V 6020 J (R10-97)                     -20-                             BP 602AY1
<PAGE>

                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     TABLE A

                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED
- --------------------------------------------------------------------------------
                                        Option Two
Adjusted                          Year Fixed Period Ends
 Age of       Option One      5        10        15        20       Option Three
Annuitant     Life Only     Years     Years     Years     Years     Unit Refund
- --------------------------------------------------------------------------------
  MALE

   55            4.99       4.97      4.91      4.80      4.66          4.73
   56            5.09       5.07      5.00      4.88      4.72          4.81
   57            5.20       5.17      5.10      4.97      4.78          4.90
   58            5.32       5.29      5.20      5.05      4.85          4.99
   59            5.44       5.41      5.31      5.14      4.91          5.08

   60            5.57       5.53      5.42      5.23      4.97          5.18
   61            5.71       5.67      5.54      5.33      5.04          5.29
   62            5.86       5.81      5.67      5.42      5.10          5.40
   63            6.02       5.97      5.80      5.52      5.16          5.51
   64            6.20       6.13      5.94      5.62      5.22          5.63

   65            6.38       6.31      6.08      5.72      5.28          5.76
   66            6.58       6.49      6.23      5.82      5.33          5.90
   67            6.79       6.69      6.38      5.92      5.38          6.04
   68            7.02       6.90      6.54      6.02      5.43          6.19
   69            7.26       7.12      6.71      6.12      5.48          6.35

   70            5.50       5.48      5.39      5.24      5.01          5.20
   71            7.80       7.60      7.05      6.30      5.55          6.69
   72            8.09       7.86      7.22      6.39      5.59          6.88
   73            8.41       8.13      7.40      6.47      5.62          7.07
   74            8.75       8.42      7.57      6.55      5.64          7.27

   75            9.12       8.72      7.75      6.62      5.66          7.49

 FEMALE
   55            4.54       4.53      4.51      4.46      4.38          4.40
   56            4.62       4.61      4.58      4.53      4.44          4.47
   57            4.71       4.70      4.66      4.60      4.51          4.54
   58            4.80       4.79      4.75      4.68      4.57          4.62
   59            4.90       4.88      4.84      4.76      4.64          4.70

   60            5.00       4.99      4.93      4.84      4.70          4.78
   61            5.11       5.09      5.03      4.93      4.77          4.87
   62            5.23       5.21      5.14      5.02      4.84          4.96
   63            5.36       5.33      5.25      5.12      4.91          5.06
   64            5.49       5.46      5.37      5.21      4.98          5.17

   65            5.64       5.60      5.50      5.31      5.05          5.28
   66            5.79       5.75      5.63      5.42      5.12          5.39
   67            5.95       5.91      5.77      5.53      5.19          5.52
   68            6.13       6.08      5.91      5.63      5.25          5.65
   69            6.32       6.26      6.07      5.74      5.32          5.79

   70            6.53       6.46      6.23      5.86      5.37          5.94
   71            6.75       6.67      6.40      5.97      5.43          6.09
   72            6.99       6.89      6.58      6.08      5.48          6.26
   73            7.26       7.13      6.76      6.18      5.52          6.44
   74            7.54       7.39      6.95      6.29      5.57          6.63

   75            7.85       7.67      7.14      6.39      5.60          6.83

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

                                      -21-                             BP 602AY1
<PAGE>

                           ANNUITY TABLES (CONTINUED)
- --------------------------------------------------------------------------------
                                    TABLE B
                       SETTLEMENT OPTIONS FOUR AND EIGHT
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

ADJUSTED AGE OF                              MALE AGE
FEMALE ANNUITANT       55        60        62        65        70        75
- --------------------------------------------------------------------------------
       55             4.16      4.27      4.30      4.35      4.42      4.47
       60             4.34      4.51      4.57      4.66      4.78      4.86
       62             4.41      4.61      4.68      4.79      4.94      5.04
       65             4.51      4.76      4.85      4.99      5.20      5.35
       70             4.66      4.99      5.13      5.34      5.67      5.95
       75             4.78      5.19      5.37      5.66      6.16      6.63

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

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

                                 PERIOD CERTAIN

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

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

V 6020 K (R10-97)                     -22-                              BP 602AZ
<PAGE>

                                    PARKSTONE
                                VARIABLE ANNUITY

                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

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

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

*  Annuity  Payments begin on the Annuity Start Date using the method  specified
   in this Contract.

*  This Contract is Participating.

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

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                     700 SW Harrison, Topeka, KS 66636-0001
                                 1-800-355-4555

                                                                       BP 602AP4


<PAGE>

                                    PARKSTONE
                                VARIABLE ANNUITY

               FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

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

SIGNED FOR SECURITY BENEFIT LIFE INSURANCE COMPANY ON THE CONTRACT DATE.

               ROGER K. VIOLA                             HOWARD R. FRICKE
                  Secretary                                   President


                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

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

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

*  Annuity  Payments begin on the Annuity Start Date using the method  specified
   in this Contract.

*  This Contract is Participating.

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

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                   700 Harrison Street, Topeka, KS 66636-0001
                                 1-800-355-4555

Form V6020-1 (R10-97)                                                  BP 602BC1

<PAGE>

                                TABLE OF CONTENTS

CONTRACT SPECIFICATIONS ...............................................    3
DEFINITIONS ...........................................................    4
GENERAL PROVISIONS ....................................................    7
  The Contract ........................................................    7
  Compliance ..........................................................    7
  Misstatement of Age and Sex .........................................    7
  Evidence of Survival ................................................    7
  Incontestability ....................................................    7
  Assignment ..........................................................    7
  Transfers ...........................................................    8
  Claims of Creditors .................................................    8
  Nonforfeiture Values ................................................    8
  Participation .......................................................    9
  Statements ..........................................................    9
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS .......................    9
  Ownership ...........................................................    9
  Joint Ownership .....................................................    9
  Annuitant ...........................................................    9
  Primary and Contingent Beneficiaries ................................    9
  Ownership and Beneficiary Changes ...................................    9
PURCHASE PAYMENT PROVISIONS ...........................................   10
  Flexible Purchase Payments ..........................................   10
  Purchase Payment Limitations ........................................   10
  Purchase Payment Allocation .........................................   10
  Place of Payment ....................................................   10
CONTRACT VALUE AND EXPENSE PROVISIONS .................................   10
  Contract Value ......................................................   10
  Fixed Account Contract Value ........................................   10
  Fixed Account Interest Crediting ....................................   11
  Separate Account Contract Value .....................................   11
  Accumulation Unit Value .............................................   11
  Net Investment Factor ...............................................   11
  Determining Accumulation Units ......................................   12
  Mortality and Expense Risk Charge ...................................   12
  Premium Tax Expense .................................................   12
  Administration Charge ...............................................   12
  Mutual Fund Expenses ................................................   12
WITHDRAWAL PROVISIONS .................................................   12
  Withdrawals .........................................................   12, 13
  Withdrawal Value ....................................................   13
  Withdrawal Charges ..................................................   13
  Free Withdrawals ....................................................   13
  Systematic Withdrawals ..............................................   14
  Free Systematic Withdrawals .........................................   14
  Disability Waiver ...................................................   14
  Date of Request .....................................................   14
  Payment of Withdrawal Benefits ......................................   14, 15
DEATH BENEFIT PROVISIONS ..............................................   15
  Death Benefit .......................................................   15
  Proof of Death ......................................................   16
  Distribution Rules ..................................................   16
ANNUITY PAYMENT PROVISIONS ............................................   16
  Annuity Start Date ..................................................   16, 17
  Change of Annuity Start Date ........................................   17
  Annuity Start Amount ................................................   17
  Withdrawal Charges ..................................................   17
  Annuity Tables ......................................................   17
  Annuity Payments ....................................................   17
  Change of Annuity Option ............................................   18
  Fixed Annuity Payments ..............................................   18
  Variable Annuity Payments ...........................................   18
  Annuity Units .......................................................   18
  Net Investment Factor ...............................................   18, 19
  Alternate Annuity Option Rates ......................................   19
  Annuity Options .....................................................   19, 20
ANNUITY TABLES ........................................................   21, 22
AMENDMENTS OR ENDORSEMENTS, if any

                                       -2-                             BP 602BC1
<PAGE>

- --------------------------------------------------------------------------------
                    VARIABLE ANNUITY CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER OF RECORD:  John A. Doe

OWNER DATE OF BIRTH:  10-30-1953

JOINT OWNER NAME:  Mary K. Doe

JOINT OWNER DATE OF BIRTH:  7-18-1981

ANNUITANT NAME:  Betty M. Doe

ANNUITANT DATE OF BIRTH:  5-13-1987

ANNUITANT SEX:  Female

PRIMARY BENEFICIARY NAME:  Linda L. Doe

CONTRACT NUMBER:  Specimen

CONTRACT DATE:  6-30-1997

ISSUE DATE:  6-30-1997

ANNUITY START DATE:  7-1-2052*

PLAN:  Non-qualified

ASSIGNMENT:  This  Policy may be  assigned.
             See  Assignment  Provision  of your Policy.

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

INITIAL PURCHASE PAYMENT ...............  $50,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS ...  $5,000

MINIMUM SYSTEMATIC WITHDRAWAL ..........  $50

MORTALITY AND EXPENSE RISK CHARGE ......  0.65% Annually

ADMINISTRATION CHARGE ..................  0.05% Annually

WITHDRAWAL CHARGES .....................  None

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

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

SUBACCOUNTS:
  SBL Money Market Subaccount
  Parkstone Bond Subaccount
  Colonial U. S. Stock Subaccount
  T. Rowe Price Equity Income Subaccount
  SBL Social Awareness Subaccount
  Parkstone Mid Capitalization Subaccount (formerly Equity Subaccount)
  Colonial Strategic Income Subaccount
  Parkstone Small Capitalization Subaccount
  Lexington Global Aggressive Bond Subaccount
  Parkstone International Discovery Subaccount
  Newport Tiger Subaccount

METHOD FOR DEDUCTIONS:

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

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

V6020-1 A (10-97)                      -3-                               SBL 141

<PAGE>

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

ACCOUNT

     An Account is one of the Subaccounts or the Fixed Account.

ACCUMULATION UNIT

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

ANNUITANT

     The  Annuitant  is the person  named by the Owner on whose life the Annuity
     Payments  depend  for  Annuity  Options 1  through  4 and 8. The  Annuitant
     receives  Annuity  Payments  under this  Contract.  Please see  "Annuitant"
     provisions on page 9.

ANNUITY OPTION

     An  Annuity  Option is a set of  provisions  that form the basis for making
     Annuity  Payments.  The Annuity  Option is set prior to the  Annuity  Start
     Date. Please see "Annuity Options" on pages 19 and 20.

ANNUITY START DATE

     The Annuity Start Date is the date on which Annuity  Payments are scheduled
     to begin.  This date may be changed by the Owner. The Annuity Start Date is
     shown on Page 3. Please see "Annuity Start Date" on pages 16 and 17.

ANNUITY UNIT

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

AUTOMATIC TRANSFERS

     Automatic  Transfers  are  Transfers  among the  Subaccounts  and the Fixed
     Account.  Such Transfers are made  automatically on a periodic basis by the
     Company at the written request of the Owner. The Company reserves the right
     to discontinue, modify or suspend Automatic Transfers.

COMPANY

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

CONTRACT ANNIVERSARY

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

CONTRACT DATE

     The Contract  Date is the date the Contract  begins.  The Contract  Date is
     shown on page 3.

CONTRACT YEAR

     Contract Years are measured from the Contract Date.

CURRENT INTEREST

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

DESIGNATED BENEFICIARY

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

     1.  Owner;

     2.  Joint Owner;

     3.  Primary Beneficiary;

     4.  Contingent Beneficiary;

     5.  Annuitant; and

     6.  the Owner's estate if no one listed above is alive.

     The Designated  Beneficiary  receives a death benefit upon the death of the
     Owner prior to the Annuity Start Date.  Please see  "Ownership,  Annuitant,
     and  Beneficiary  Provisions" on page 9 and "Death  Benefit  Provisions" on
     pages 15.

V 6020-1 B (R10-97)                    -4-                             BP 602BD1

<PAGE>

- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

EARNINGS

     Earnings  include  interest,  dividends,  realized  gains  or  losses,  and
     unrealized gains or losses.

FIXED ACCOUNT

     The Fixed Account is part of the  Company's  general  account.  The Company
     manages  the  general  account  and  guarantees  that  that it will  credit
     interest on Fixed Account  Contract  Value at an annual rate at least equal
     to the Guaranteed Rate. This Rate is shown on page 3.

HOME OFFICE

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

ISSUE DATE

     The  Issue  Date is the date the  Company  uses to  determine  the date the
     Contract becomes  incontestable.  The Issue Date is shown on Page 3. Please
     see "Incontestability" on page 7.

JOINT OWNER

     The Joint Owner,  if any,  possesses  an  undivided  interest in the entire
     Contract  with the  Owner.  The Joint  Owner,  if any,  is named on page 3.
     Please see "Joint Ownership" provisions on page 9.

NONNATURAL PERSON

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

OWNER

     The Owner is the person who possesses  all rights under the  Contract.  The
     Owner is named on page 3. Please see "Ownership" provisions on page 9.

PREMIUM TAX

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

PURCHASE PAYMENT

     A Purchase  Payment is money  Received  by the  Company  and applied to the
     Contract.

PURCHASE PAYMENT ANNIVERSARY

     A Purchase  Payment  Anniversary is a 12-month  anniversary of the date the
     Purchase Payment is applied.

PURCHASE PAYMENT YEAR

     A Purchase  Payment Year is each 12-month  period  starting with either the
     Purchase  Payment  Anniversary or the date the Purchase Payment is applied.
     The first Purchase  Payment year begins on the date the Purchase Payment is
     applied  and  increases  by  one  on  each  successive   Purchase   Payment
     Anniversary.

RECEIVED BY THE COMPANY

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

SEPARATE ACCOUNT

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

                                       -5-                             BP 602BD1
<PAGE>

- --------------------------------------------------------------------------------
DEFINITIONS (Continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT (CONTINUED)

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

SUBACCOUNT NET ASSET VALUE

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

SUBACCOUNTS

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

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

     2.  add, remove or combine Subaccounts;

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

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

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

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

     7.  terminate and liquidate any Subaccount.

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

VALUATION DATE

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

VALUATION PERIOD

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

V6020-1 C (R10-97)                    -6-                              BP 602BE1
<PAGE>

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

THE CONTRACT

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

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

COMPLIANCE

     The Company reserves the right to make any change to the provisions of this
     Contract  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  for annuity  contracts under the Internal Revenue Code or the
     laws of any state.  The Company  will  provide the Owner with a copy of any
     such change and will also file such a change with the insurance  regulatory
     officials of the state in which the Contract is delivered.

MISSTATEMENT OF AGE AND SEX

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

EVIDENCE OF SURVIVAL

     When any payments under this contract  depend on the payee being alive on a
     given date,  proof that the payee is living may be required by the Company.
     Such proof must be in a form acceptable to the Company, and may be required
     prior to making the payments.

INCONTESTABILITY

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

ASSIGNMENT

     Please refer to page 3 to see if this  Contract may be assigned.  If it may
     be assigned,  no Assignment  under this Contract is binding unless Received
     by the Company in writing.  The Company assumes no  responsibility  for the
     validity, legality, or tax status of any Assignment. The Assignment will be
     subject to any payment made or other action taken by the Company before the
     Assignment is Received by the Company. Once filed, the rights of the Owner,
     Annuitant  and  Beneficiary  are  subject to the  Assignment.  Any claim is
     subject to proof of interest of the assignee.

                                       -7-                             BP 602BE1
<PAGE>

- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

TRANSFERS

     The  Owner  may  Transfer  Contract  Value  among  the  Fixed  Account  and
     Subaccounts subject to the following.

     Transfers are not allowed  within 30 days of the Annuity Start Date.  After
     the Annuity Start Date, for Annuity Options 1 through 4, 7 and 8, the Owner
     may Transfer Contract Value only among Subaccounts.

     The Owner may make 12 Transfers per Contract Year, provided,  however, that
     Automatic  Transfers  are not  included  in  this  number.  Any  additional
     Transfers in a Contract Year are subject to a fee of $25 per Transfer which
     will be deducted  from the Contract  Value being  transferred.  The Company
     reserves  the right to (1) limit the amount  that may be  transferred;  (2)
     limit the number of  Transfers  allowed each  Contract  Year to 12; and (3)
     suspend  Transfers.  Transfers  must be at least  $500.00 or, if less,  the
     remaining  balance  in the  Account  from  which  Contract  Value  is being
     transferred.

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

     1.  $5,000;

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

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

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

     3.  120% of the lesser of:

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

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

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

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

CLAIMS OF CREDITORS

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

NONFORFEITURE VALUES

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

V 6020-1 D (R10-97)                    -8-                             BP 602BF1

<PAGE>

- --------------------------------------------------------------------------------
GENERAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

PARTICIPATION

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

STATEMENTS

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

- --------------------------------------------------------------------------------
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP

     During the Owner's  lifetime,  all rights and privileges under the Contract
     may be exercised  only by the Owner.  If the purchaser  names someone other
     than  himself  or  herself  as Owner,  the  purchaser  has no rights in the
     Contract. No Owner may be older than 90 on the Contract Date.

JOINT OWNERSHIP

     If a Joint  Owner is named in the  application,  then the  Owner  and Joint
     Owner will share an  undivided  interest  in the entire  Contract  as joint
     tenants  with  rights of  survivorship.  When an Owner and Joint Owner have
     been  named,  the  Company  will honor only  requests  for  changes and the
     exercise of other Ownership  rights made by both the Owner and Joint Owner.
     When a Joint Owner is named,  all  references  to "Owner"  throughout  this
     Contract should be construed to mean both the Owner and Joint Owner, except
     for the "Statements"  provision above and the "Death Benefit Provisions" on
     page 15.

ANNUITANT

     The Annuitant is named on page 3. The Owner may change the Annuitant  prior
     to the  Annuity  Start  Date.  The  request for this change must be made in
     writing  and  Received by the Company at least 30 days prior to the Annuity
     Start Date.  No Annuitant may be named who is more than 90 years old on the
     Contract Date. When the Annuitant dies prior to the Annuity Start Date, the
     Owner  must  name a new  Annuitant  within 30 days or,  if  sooner,  by the
     Annuity Start Date, except where the Owner is a Nonnatural Person. If a new
     Annuitant is not named,  the Owner becomes the Annuitant.

PRIMARY AND CONTINGENT BENEFICIARIES

     The  Primary  Beneficiary  is named on page 3. The  Owner  may  change  any
     Beneficiary as described in "Ownership and  Beneficiary  Changes" below. If
     the Primary Beneficiary dies prior to the Owner, the Contingent Beneficiary
     becomes the Primary Beneficiary.  Unless the Owner directs otherwise,  when
     there  are two or more  Primary  Beneficiaries,  they  will  receive  equal
     shares.

OWNERSHIP AND BENEFICIARY CHANGES

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

                                       -9-                             BP 602BF1
<PAGE>

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

FLEXIBLE PURCHASE PAYMENTS

     The Contract becomes in force when the initial Purchase Payment is applied.
     The Owner is not  required to continue  Purchase  Payments in the amount or
     frequency  originally planned.  The Owner may: (1) increase or decrease the
     amount of Purchase Payments,  subject to any Contract limits; or (2) change
     the  frequency  of Purchase  Payments.  A change in  frequency or amount of
     Purchase  Payments  does not require a written  request.

PURCHASE PAYMENT LIMITATIONS

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

PURCHASE PAYMENT ALLOCATION

     Purchase  Payments  may be  allocated  among  the  Fixed  Account  and  the
     Subaccounts.  Purchase Payments will be allocated  according to the Owner's
     instructions  in the Application or more recent  instructions,  if any. The
     allocations may be made by specifying the dollar amount or whole percentage
     to be allocated to each Account.  No less than $25 per Purchase Payment may
     be  allocated  to any  account.  The Owner may  change the  allocations  by
     written notice to the Company.

PLACE OF PAYMENT

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

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

CONTRACT VALUE

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

FIXED ACCOUNT CONTRACT VALUE

     On any Valuation  Date,  the Fixed Account  Contract  Value is equal to the
     first Purchase  Payment  allocated under the Contract to the Fixed Account.

     PLUS:

     1.  any other Purchase  Payments  allocated under the Contract to the Fixed
         Account;

     2.  any Transfers from the Separate Account to the Fixed Account; and

     3.  any interest credited to the Fixed Account;

     LESS:

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

     2.  any Transfers  from the Fixed  Account to the Separate  Account and any
         applicable Transfer Fees deducted from the Fixed Account;

     3.  any applicable Premium Taxes;

     4.  any Fixed  Account  Contract  Value which are applied to any of Annuity
         Options 1 through 4, 7 and 8; and.

     5.  any Annuity Payments made under Annuity Options 5 and 6.

V 6020-1 E (R10-97)                   -10-                             BP 602BG1
<PAGE>

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

FIXED ACCOUNT INTEREST CREDITING

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

     The  Company  may  credit  Current  Interest  on  Contract  Value  that was
     allocated  or  transferred  to the Fixed  Account  during  one  period at a
     different  rate than amounts  allocated or transferred to the Fixed Account
     in  another  period.  Therefore,  at any time,  portions  of Fixed  Account
     Contract  Value may be earning  Current  Interest at different  rates based
     upon the period during which such portions were allocated or transferred to
     the Fixed Account.

SEPARATE ACCOUNT CONTRACT VALUE

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

ACCUMULATION UNIT VALUE

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

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

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

NET INVESTMENT FACTOR

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

     1.  is equal to:

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

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

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

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

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

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

     The  Accumulation  Unit Value may increase or decrease  from one  Valuation
     Period to the next.

                                      -11-                             BP 602BG1
<PAGE>

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

DETERMINING ACCUMULATION UNITS

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

     1.  Purchase Payments that are applied to the Subaccount;

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

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

     4.  Premium Taxes and Transfer fees that are deducted from the Subaccount.

MORTALITY AND EXPENSE RISK CHARGE

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

PREMIUM TAX EXPENSE

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

ADMINISTRATION CHARGE

     The Company  will deduct the  Administration  Charge  shown on page 3. This
     charge will be computed and deducted from each Subaccount on each Valuation
     Date. This charge is factored into the  Accumulation  Unit and Annuity Unit
     Value on each Valuation Date.

MUTUAL FUND EXPENSES

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

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

WITHDRAWALS

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

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

     All Withdrawals must meet the following conditions.

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

     2.  The Owner must  apply:  (a) while this  Contract  is in force;  and (b)
         prior to the Annuity Start Date,  provided,  however,  that Withdrawals
         may be made after the  Annuity  Start Date if  payments  are being made
         under one of Annuity Options 5 through 7.

V 6020-1 F (R10-97)                   -12-                             BP 602BH1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

WITHDRAWALS (CONTINUED)

     3.  The amount  Withdrawn must be at least $500.00 except that a Withdrawal
         of less than  $500.00 is allowed  (i) for  Systematic  Withdrawals,  as
         discussed on page 14; or (ii) when terminating the Contract.

     A partial  Withdrawal  request must state the allocations for deducting the
     Withdrawal  from each Account.  If no allocation is specified,  the partial
     Withdrawal  will be deducted  from the  Accounts in the order  described on
     page 3, "Method for  Deductions."  Withdrawals  of Fixed  Account  Contract
     Value shall be made on a first in, first out basis.

WITHDRAWAL VALUE

     The  Withdrawal  Value as of any  Valuation  Date will be (1) the  Contract
     Value on that date;  less (2) any Premium Taxes due or paid by the Company;
     and (3) any Withdrawal Charges.

WITHDRAWAL CHARGES

     If part or all of the Contract Value is Withdrawn,  Withdrawal  Charges may
     be applied at the time of Withdrawal.  The Withdrawal Charges is applied to
     Purchase Payment withdrawn. The amount of the charge is based on the number
     of  Purchase  Payment  Years  the  Purchase  Payment  has  remained  in the
     Contract.  See  the  Withdrawal  Charges  shown  on page 3.  The  order  of
     withdrawal for the purpose of calculating Withdrawal Charges is as follows:
     (1) Purchase Payments on a first in, first out basis; then (2) Earnings.

     The Withdrawal Charge will not be assessed against:

     1.  any Free Withdrawal amounts;

     2.  any Free Systematic Withdrawal amounts;

     3.  any amounts remaining after all Purchase Payments are withdrawn;

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

     5.  payments under Annuity  Options 5 and 6 provided that Annuity  payments
         are made for at least 7 years; or

     6.  any  Purchase  Payments  remaining  in the  Contract  for 84  months or
         longer.

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

FREE WITHDRAWALS

     A Free Withdrawal is a Withdrawal  amount that is not subject to Withdrawal
     Charges.  The amount of Free  Withdrawal  available  in a Contract  Year is
     equal to (1) Contract  Value as of the date of the first  Withdrawal in the
     current  Contract  Year times (2) the Free  Withdrawal  Percentage.  A Free
     Withdrawal is only available  with respect to the first  Withdrawal in each
     Contract Year. A Free Withdrawal is not available in any Contract Year that
     Free Systematic  Withdrawals have been made. Unused Free Withdrawal amounts
     cannot be carried from one Contract Year to the next.

                                      -13-                             BP 602BH1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWALS

     Systematic Withdrawals are automatic periodic Withdrawals from the Contract
     in substantially  equal amounts made while the Owner is living prior to the
     Annuity Start Date.  In order to start  Systematic  Withdrawals,  the Owner
     must make the request in writing. Systematic Withdrawals are subject to any
     applicable  Withdrawal  Charge,  except as discussed under "Free Systematic
     Withdrawals"  below. The Minimum Systematic  Withdrawal is shown on page 3.
     The Owner must choose the type of payment and its frequency. The Systematic
     Withdrawal request must state the allocations for deducting the Withdrawals
     from each Account.  If no allocation is specified,  the Withdrawals will be
     deducted  from the Accounts in the order  described on page 3, "Methods for
     Deductions."  The payment type may be: (1) a percentage of Contract  Value;
     (2) a specified dollar amount; (3) all earnings in the Contract; (4) over a
     fixed period of time; or (5) based upon the life expectancy of the Owner or
     the Owner and a Beneficiary. The payment frequency may be: (1) monthly; (2)
     quarterly; (3) semiannually; or (4) annually. Systematic Withdrawals may be
     stopped or changed by the Owner upon proper written request Received by the
     Company at least 30 days in advance of the requested date of termination or
     change. The Company reserves the right to stop, modify, suspend or charge a
     fee for Systematic Withdrawals at any time.

FREE SYSTEMATIC WITHDRAWALS

     Free  Systematic  Withdrawals are not subject to a Withdrawal  Charge.  The
     amount of Free  Systematic  Withdrawals  available  in a  Contract  Year is
     determined as follows:  the amount of Systematic  Withdrawals that does not
     exceed the Free  Withdrawal  amount  available in that Contract Year.  Free
     Systematic  Withdrawals  are not  available in any Contract Year in which a
     Free Withdrawal has been made.

DISABILITY WAIVER

     The Company will waive the Withdrawal  Charges if, after the Contract Date,
     an Owner  becomes  totally  and  permanently  disabled  prior to age 65. To
     qualify,  the Owner must provide: (1) a certified copy of the Owner's birth
     certificate;  and (2) proof of total and  permanent  disability  within the
     meaning  of  Internal  Revenue  Code  Section  72(m)(7)  or  any  successor
     provision.   The  Company  reserves  the  right  to:  (1)  investigate  any
     disability claim; and (2) require current proof of qualification  with each
     withdrawal request.

DATE OF REQUEST

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

PAYMENT OF WITHDRAWAL BENEFITS

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

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

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

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

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

V 6020-1G (R10-97)                    -14-                             BP 602BI1
<PAGE>

- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS (Continued)
- --------------------------------------------------------------------------------

PAYMENT OF WITHDRAWAL BENEFITS (CONTINUED)

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

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

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

DEATH BENEFIT

     If any Owner dies prior to the Annuity  Start Date, a Death Benefit will be
     paid to the Designated Beneficiary when due Proof of Death and instructions
     regarding payment are Received by the Company within six months of the date
     of death. If an Owner is a Nonnatural  Person,  then the Death Benefit will
     be paid in the event of the death of the  Annuitant or any joint Owner that
     is a natural person prior to the Annuity Start Date.  Further,  if an Owner
     is a Nonnatural Person, the amount of the Death Benefit is based on the age
     of the  Annuitant or any Joint Owner that is a natural  person on the Issue
     Date.

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

The Stepped-Up Death Benefit is:

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

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

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

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

     If the age of any Owner on the Issue Date was 76 or older,  or if due proof
     of  death  (regardless  of the age of any  Owner  on the  Issue  Date)  and
     instructions  regarding  payment are not Received by the Company within six
     months of the date of the Owner's death, the Death Benefit will be: (1) the
     Withdrawal  Value as of the end of the  Valuation  Period  during which due
     Proof of Death and  instructions  regarding  payment  are  Received  by the
     Company, less (2) any Premium Taxes due or paid by the Company.

     If a lump sum payment is requested,  the payment will be made in accordance
     with any laws and  regulations  that govern the payment of Death  Benefits.
     The  Designated  Beneficiary  may elect to receive the Death Benefit in the
     form of annuity payments under one of the Annuity  Options,  subject to any
     requirements under applicable law.

                                      -15-                             BP 602BI1
<PAGE>

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

PROOF OF DEATH

     Any of the following will serve as Proof of Death:

     1.  certified copy of the death certificate;

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

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

     4.  any proof accepted by the Company.

DISTRIBUTION RULES

     The entire Death  Benefit  with any  interest  shall be paid within 5 years
     after the death of any Owner,  except as provided  below. In the event that
     the Designated Beneficiary elects an Annuity Option, the length of time for
     the  payment  period  may be  longer  than 5 years if:  (1) the  Designated
     Beneficiary  is a natural  person;  (2) the Death Benefit is paid out under
     one of Annuity Options 1 through 8; and (3) payments are made over a period
     that  does  not  exceed  the  life or  life  expectancy  of the  Designated
     Beneficiary; and (4) Annuity Payments begin within one year of the death of
     the  Owner.  If  the  deceased   Owner's  spouse  is  the  sole  Designated
     Beneficiary,  the spouse shall become the sole Owner of the Contract. He or
     she may elect to: (1) keep the  Contract  in force  until the sooner of the
     spouse's death or the Annuity Start Date; or (2) receive the Death Benefit.

     If any Owner dies after the Annuity  Start  Date,  Annuity  Payments  shall
     continue  to be paid at least as  rapidly  as under the  method of  payment
     being used as of the date of the Owner's death.

     If the Owner is a Nonnatural Person, the distribution rules set forth above
     apply in the event of the death of, or a change  in,  the  Annuitant.  This
     Contract is deemed to  incorporate  any  provision of Section  72(s) of the
     Internal  Revenue Code of 1986, as amended (the  "Code"),  or any successor
     provision.  This Contract is also deemed to incorporate any other provision
     of the Code deemed  necessary  by the  Company,  in its sole  judgment,  to
     qualify this Contract as an annuity.  The  application of the  distribution
     rules will be made in accordance  with Code section 72(s), or any successor
     provision, as interpreted by the Company in its sole judgment.

     The foregoing  distribution  rules do not apply to a Contract which is: (1)
     provided  under a plan described in Code section  401(a);  (2) described in
     Code section 403(b); (3) an individual retirement annuity or provided under
     an individual  retirement account or annuity;  or (4) otherwise exempt from
     the Code section 72(s) distribution rules.

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

ANNUITY START DATE

     The Owner may choose the Annuity Start Date at the time of application. The
     Annuity  Start  Date may not be prior to the  third  Contract  Anniversary;
     provided  that the  Annuity  Start Date may be prior to the third  Contract
     Anniversary if one of Annuity Options 5 or 6 is elected.  The Annuity Start
     Date must be prior to the later of: (1) the oldest Annuitant's eighty-fifth
     birthday; or (2) the tenth Contract Anniversary, but in no event later than
     the oldest Annuitant's  ninety-fifth  birthday. If no Annuity Start Date is
     chosen,  the  Company  will use the later of:  (1) the  oldest  Annuitant's
     seventieth birthday; or (2) the tenth Contract Anniversary, but in no event
     later than the Annuitant's ninety-fifth birthday.

V 6020-1H (R10-97)                   -16-                              BP 602BM1
<PAGE>

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

ANNUITY START DATE (CONTINUED)

     The Annuity  Start Date is the date the first  payment  will be made to the
     Annuitant under one of the Annuity Options.

CHANGE OF ANNUITY START DATE

     An Owner may  change the  Annuity  Start Date  subject to  approval  by the
     Company.  A request  for the change  must be made in  writing.  The written
     request  must be  Received by the Company at least 30 days prior to the new
     Annuity Start Date and 30 days prior to the previous Annuity Start Date.

ANNUITY START AMOUNT

     The Annuity  Start Amount is applied to one or more of the Annuity  Options
     listed on pages 19-20.  The Annuity Start Amount is: (1) the Contract Value
     on the Annuity  Start Date;  less (2) any Premium  Taxes due or paid by the
     Company.  Unless  otherwise  directed by the Owner,  Annuity  Start  Amount
     derived  from Fixed  Account  Contract  Value will be applied to purchase a
     Fixed Annuity  Option;  that derived from Separate  Account  Contract Value
     will be applied to purchase a Variable Annuity Option.

WITHDRAWAL CHARGES

     Withdrawal  Charges are not applied  to: (1)  Annuity  payments  made under
     Annuity Options 1-4, 7 and 8; or (2) those made under Annuity Options 5 and
     6 that provide for payments  over a period of at least 7 years.  Withdrawal
     Charges are applied to annuity  payments under Annuity Options 5 and 6 that
     provide for payments  over a period of less than 7 years.  See  "Withdrawal
     Provisions" on pages 12-15.

ANNUITY TABLES

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

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

     For Annuity Options 5 through 7, annuity rates based on age and sex are not
     used to calculate  annuity  payments.  Annuity Payments for Options 5 and 6
     are computed without reference to the Annuity Tables.

ANNUITY PAYMENTS

     The  Annuity  Option is shown on page 3. The Owner may  choose  any form of
     Annuity  Option  that is  allowed by the  Company.  The Owner may choose an
     Annuity  Option by written  request.  This  request must be Received by the
     Company at least 30 days prior to the Annuity Start Date.  Several  Annuity
     Options  are listed on pages 19 and 20. No Annuity  Option can be  selected
     that requires the Company to make periodic payments of less than $50.00. If
     no Annuity  Option is chosen prior to the Annuity  Start Date,  the Company
     will use Life with 10-Year Fixed Period Option.  Each Annuity Option allows
     for making Annuity Payments annually, semiannually, quarterly or monthly.

                                      -17-                             BP 602BM1
<PAGE>

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

CHANGE OF ANNUITY OPTION

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

     After the Annuity  Start Date,  the Owner may change the Annuity  Option if
     payments are being made under Annuity  Options 5 through 7. The change must
     be requested in writing.

     After the change is recorded by the Company, it will be effective as of the
     date it was  requested.  A change  will not  apply to any  payment  made or
     action taken by the Company prior to the time it was recorded.

FIXED ANNUITY PAYMENTS

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

VARIABLE ANNUITY PAYMENTS

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

ANNUITY UNITS

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

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

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

     (b)  is the Net Investment Factor for the Valuation Date;

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

NET INVESTMENT FACTOR

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

     1.  is equal to:

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

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

V 6020-1 I (R10-97)                   -18-                             BP 602BL1
<PAGE>

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

NET INVESTMENT FACTOR (CONTINUED)

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

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

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

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

ALTERNATE ANNUITY OPTION RATES

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

ANNUITY OPTIONS

OPTION 1

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

OPTION 2

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

OPTION 3

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

OPTION 4

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

                                      -19-                             BP 602BL1
<PAGE>

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

OPTION 5

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

OPTION 6

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

OPTION 7

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

OPTION 8

     JOINT AND CONTINGENT SURVIVOR OPTION: This option provides payments for the
     life of the  primary  Annuitant.  Payments  will  be  made  to the  primary
     Annuitant  as long as he or she is living.  Upon the deaath of the  primary
     Annuitant,  payments will be made to the contingent Annuitant as long as he
     or she is living. If the Contingent  Annuitant is not living upon the death
     of the  Primary  Annuitant,  no  payments  will be  made to the  Contingent
     Annuitant. Table B shows some of the guaranteed rates for this option.

V 6020-1 J (R10-97)                   -20-                             BP 602BK1
<PAGE>

                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                     TABLE A

                     SETTLEMENT OPTIONS ONE, TWO, AND THREE
       MINIMUM INITIAL MONTHLY INSTALLMENTS PER $1,000 OF AMOUNT APPLIED
- --------------------------------------------------------------------------------
                                        Option Two
Adjusted                          Year Fixed Period Ends
 Age of       Option One      5        10        15        20       Option Three
Annuitant     Life Only     Years     Years     Years     Years     Unit Refund
- --------------------------------------------------------------------------------
  MALE

   55            4.99       4.97      4.91      4.80      4.66          4.73
   56            5.09       5.07      5.00      4.88      4.72          4.81
   57            5.20       5.17      5.10      4.97      4.78          4.90
   58            5.32       5.29      5.20      5.05      4.85          4.99
   59            5.44       5.41      5.31      5.14      4.91          5.08

   60            5.57       5.53      5.42      5.23      4.97          5.18
   61            5.71       5.67      5.54      5.33      5.04          5.29
   62            5.86       5.81      5.67      5.42      5.10          5.40
   63            6.02       5.97      5.80      5.52      5.16          5.51
   64            6.20       6.13      5.94      5.62      5.22          5.63

   65            6.38       6.31      6.08      5.72      5.28          5.76
   66            6.58       6.49      6.23      5.82      5.33          5.90
   67            6.79       6.69      6.38      5.92      5.38          6.04
   68            7.02       6.90      6.54      6.02      5.43          6.19
   69            7.26       7.12      6.71      6.12      5.48          6.35

   70            5.50       5.48      5.39      5.24      5.01          5.20
   71            7.80       7.60      7.05      6.30      5.55          6.69
   72            8.09       7.86      7.22      6.39      5.59          6.88
   73            8.41       8.13      7.40      6.47      5.62          7.07
   74            8.75       8.42      7.57      6.55      5.64          7.27

   75            9.12       8.72      7.75      6.62      5.66          7.49

 FEMALE
   55            4.54       4.53      4.51      4.46      4.38          4.40
   56            4.62       4.61      4.58      4.53      4.44          4.47
   57            4.71       4.70      4.66      4.60      4.51          4.54
   58            4.80       4.79      4.75      4.68      4.57          4.62
   59            4.90       4.88      4.84      4.76      4.64          4.70

   60            5.00       4.99      4.93      4.84      4.70          4.78
   61            5.11       5.09      5.03      4.93      4.77          4.87
   62            5.23       5.21      5.14      5.02      4.84          4.96
   63            5.36       5.33      5.25      5.12      4.91          5.06
   64            5.49       5.46      5.37      5.21      4.98          5.17

   65            5.64       5.60      5.50      5.31      5.05          5.28
   66            5.79       5.75      5.63      5.42      5.12          5.39
   67            5.95       5.91      5.77      5.53      5.19          5.52
   68            6.13       6.08      5.91      5.63      5.25          5.65
   69            6.32       6.26      6.07      5.74      5.32          5.79

   70            6.53       6.46      6.23      5.86      5.37          5.94
   71            6.75       6.67      6.40      5.97      5.43          6.09
   72            6.99       6.89      6.58      6.08      5.48          6.26
   73            7.26       7.13      6.76      6.18      5.52          6.44
   74            7.54       7.39      6.95      6.29      5.57          6.63

   75            7.85       7.67      7.14      6.39      5.60          6.83

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

                                      -21-                             BP 602BK1
<PAGE>

                           ANNUITY TABLES (CONTINUED)
- --------------------------------------------------------------------------------
                                    TABLE B
                       SETTLEMENT OPTIONS FOUR AND EIGHT
        MINIMUM INITIAL MONTHLY INSTALLMENT PER $1,000 OF AMOUNT APPLIED

ADJUSTED AGE OF                              MALE AGE
FEMALE ANNUITANT       55        60        62        65        70        75
- --------------------------------------------------------------------------------
       55             4.16      4.27      4.30      4.35      4.42      4.47
       60             4.34      4.51      4.57      4.66      4.78      4.86
       62             4.41      4.61      4.68      4.79      4.94      5.04
       65             4.51      4.76      4.85      4.99      5.20      5.35
       70             4.66      4.99      5.13      5.34      5.67      5.95
       75             4.78      5.19      5.37      5.66      6.16      6.63

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


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

                                 PERIOD CERTAIN

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

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

V 6020-1 K (R10-97)                   -22-                              BP 602BJ
<PAGE>

                                    PARKSTONE
                                VARIABLE ANNUITY

                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

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

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

*  Annuity  Payments begin on the Annuity Start Date using the method  specified
   in this Contract.

*  This Contract is Participating.

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

                                   [SBL LOGO]
                     SECURITY BENEFIT LIFE INSURANCE COMPANY
               A Member of The Security Benefit Group of Companies
                     700 SW Harrison, Topeka, KS 66636-0001
                                 1-800-355-4555

                                                                       BP 602BC4


<PAGE>

                                   ENDORSEMENT


- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS
- --------------------------------------------------------------------------------

LOAN ENDORSEMENT

     This  endorsement  is attached to and made part of your  Contract as of its
     Issue Date or, if later,  the date shown below.  Notwithstanding  any other
     provision of the Contract to the contrary,  the following  provisions shall
     apply.

GENERAL PROVISIONS

     Prior to the Annuity Start Date,  the Company shall lend an amount  applied
     for to the Owner subject to the limitations,  interest rates, and repayment
     procedures set forth herein and in the loan agreement between the Owner and
     the Company. Any loan applied for must be for a minimum of $1,000. Only two
     loans shall be  permitted  per Contract  Year.  All loans must be repaid as
     specified  herein  before the  Annuity  Start  Date.  Except for loans that
     qualify under the Code for a longer repayment  period, as determined by the
     Company,  all loans must be repaid within five years of approval.  All loan
     repayments must be scheduled to be paid in equal amounts on the same day of
     each month or quarter. For monthly repayments the first scheduled repayment
     may not be  later  than 30 days  after  the  date of  approval  of the loan
     application by the Company.  For quarterly  repayments the first  scheduled
     repayment  may not be later than 90 days after the date of  approval of the
     loan  application  by the  Company.  Before a loan is  permitted  a written
     application  and loan agreement on a form acceptable to the Company must be
     Received  by the  Company.  The  Company  may  postpone  final  approval or
     disapproval of a loan for up to six months after the application for a loan
     is received.

TAX CONSEQUENCES

     The  Company  makes  no   representations  or  guarantees  as  to  the  tax
     consequences  of a loan to the Owner.  The Owner should  consult his or her
     tax counsel for specific advice.

MAXIMUM LOAN AMOUNT

     The maximum loan amount for all contracts  combined,  is generally equal to
     the  lesser  of: (1)  $50,000  reduced  by the  excess of: (a) the  highest
     outstanding loan balance within the preceding 12-month period ending on the
     day before the date the loan is made; over (b) the outstanding loan balance
     on the date the loan is made; or (2) 50% of your Contract Value or $10,000,
     whichever is greater.  However,  you may not borrow an amount which exceeds
     your Contract Value less the amount needed as security as described  below.
     If you have loans outstanding pursuant to other qualified plans, the amount
     you may borrow may be further restricted under the Code.

LOAN ACCOUNT, AND INTEREST EARNED ON LOAN ACCOUNT

     When your loan is approved,  the Company will transfer to an account within
     the Fixed Account,  referred to as the Loan Account, an amount equal to the
     loan amount. Amounts allocated to the Loan Account earn the Guaranteed Rate
     specified in the  Contract.  In addition,  10% of the loaned amount will be
     held in the Fixed  Account  as  security  for the loan.  Amounts  acting as
     security will earn the Current Rate.

LOAN INTEREST RATE

     The Owner must pay interest on the outstanding loan balance. Interest shall
     accrue on the loan balance from the  effective  date of any loan.  The loan
     interest rate shall be the Guaranteed Rate plus 2.5%

V 6850 (10-97)                                          NON-ERISA      SP 685021
<PAGE>

- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

LOAN PAYMENTS

     Each  loan  payment  must be  labeled  as such.  If not  labeled  as a loan
     payment,  amounts  received  by the  Company  will be treated  as  Purchase
     Payments.  Each loan payment will reduce the Loan Account by the amount the
     payment reduces the outstanding  loan balance.  The amount held as security
     will also be reduced by each loan  payment  so that the  security  is again
     equal to 10% of the  outstanding  loan balance  immediately  after the loan
     payment is made.  Amounts  which are no longer  needed in the Loan  Account
     will  be  transferred  to the  Fixed  Account  and/or  the  Subaccounts  in
     accordance  with current  allocation  instructions  for purchase  payments.
     However,   amounts  which  are  no  longer  needed  as  security  will  NOT
     automatically   be   allocated  in   accordance   with   purchase   payment
     instructions.  The loan may be repaid in full at any time,  in which event,
     the Loan Account and the amount held as security shall be reduced to $0.

FAILURE TO MAKE PAYMENTS

     If any required  loan  payment is not paid,  within 30 days of the due date
     for loans with a monthly  repayment  schedule  or within 90 days of the due
     date for loans with a quarterly repayment  schedule,  the TOTAL OUTSTANDING
     LOAN BALANCE will be deemed to be in default. The entire loan balance, with
     any accrued  interest,  will be reported to the  Internal  Revenue  Service
     ("IRS") on Form 1099-R for the year the default  occurred.  Once a loan has
     gone into  default,  regularly  scheduled  payments  will not be  accepted.
     However,  the  principal  plus accrued  interest may be paid in full at any
     time.   Notwithstanding  any  other  provision  of  the  Contract  or  this
     endorsement  to the contrary,  no new loans will be allowed when there is a
     loan in default.

     Interest will continue to accrue on a loan in default.  You may pay accrued
     interest  each year when  notified by SBL. If such  interest is not paid by
     December 31st of each year, it will be added to the outstanding  balance of
     the loan and will be reported  to the IRS on Form  1099-R.  Contract  Value
     equal to the amount of the accrued interest will be transferred to the Loan
     Account.  Contract Value held in the Fixed Account as security for the loan
     will also be  increased  so that the  security is again equal to 10% of the
     outstanding  loan. If a loan continues to be in default when you attain age
     59 1/2, the total  outstanding  balance will be deducted from your Contract
     Value.  The contract will be  automatically  terminated if the  outstanding
     loan  balance on a loan in default  equals or exceeds  the amount for which
     the Contract may be  surrendered.  The proceeds  from the Contract  will be
     used to repay the debt and any applicable surrender or withdrawal charges.

WITHDRAWAL VALUE AND DEATH BENEFIT

     If the Contract is surrendered,  or if a death benefit becomes payable, the
     amount  otherwise   receivable  will  be  reduced  by  the  amount  of  the
     outstanding  loan,  plus any  accrued  interest.  In  addition,  no partial
     withdrawal  request will be processed  which would result in the withdrawal
     of Contract Value from the Loan Account.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         ROGER K. VIOLA

                                         Secretary

- --------------------------
Endorsement Effective Date
(If Other Than Issue Date)

                                                        NON-ERISA      SP 685021


<PAGE>

NOTICE:  CONSULT YOUR TAX ADVISOR  PRIOR TO REQUESTING  THE BENEFIT.  RECEIPT OF
BENEFITS  UNDER THIS  ENDORSEMENT  MAY BE SUBJECT TO AN IRS 10%  PENALTY  TAX IN
ADDITION TO ANY INCOME TAX THAT MAY BE DUE.


                      WITHDRAWAL CHARGE WAIVER ENDORSEMENT


ENDORSEMENT

     This  endorsement  is attached to and made part of this  Contract as of (1)
     its Issue Date;  or (2) if later,  the date shown  below.  The  Contract is
     changed by adding the following:

WAIVER OF WITHDRAWAL CHARGES

     The  Company  will  waive  the  Withdrawal  Charge  on any full or  partial
     Withdrawal  of  Contract  Value if:  (1) the Owner has been  confined  to a
     "Hospital"  or  "Qualified  Skilled  Nursing  Facility"  for  at  least  30
     consecutive days immediately prior to the date of such Withdrawal and is so
     confined when the request to withdraw is received by the Company;  (2) such
     confinement  began after the Issue Date; and (3) the request to withdraw is
     received along with: (a) a properly completed claim form; and (b) a written
     statement by a licensed  physician  that  certifies  such  confinement is a
     medical  necessity  and  is due  to  illness  or  infirmity.  Such  written
     statement must be approved by the Company.

     The Company reserves the right to have the Owner examined by a physician of
     the Company's choice and at the Company's expense to determine if the Owner
     is eligible for the  Withdrawal  Charge  Waiver.  The Company  reserves the
     right to require the claim form and written statement described in 3(a) and
     (b) above with each request to withdraw.

DEFINITIONS

     A "Hospital" is: (1) an  institution  that is licensed as such by the Joint
     Commission  of  Accreditation  of Hospitals;  or (2) any lawfully  operated
     institution  that provides:  (a)  in-patient  treatment of sick and injured
     persons through medical,  diagnostic and surgical  facilities directed by a
     staff of physicians; and (b) 24 hour nursing services. A "Qualified Skilled
     Nursing  Facility"  must be licensed  by the state to  provide,  on a daily
     basis,  convalescent  or chronic  care for  in-patients  who,  by reason of
     illness or infirmity, are not able to care for themselves.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         ROGER K. VIOLA
                                         Secretary


- --------------------------
Endorsement Effective Date
(If Other Than Issue Date)

V 6053 (10-97)                                                          SP 60531



<PAGE>

                                   ENDORSEMENT


ENDORSEMENT

     This  endorsement  is attached to and made part of this  Contract as of the
     date shown below. The Contract is amended as set forth below.

VARIABLE ANNUITY POLICY SPECIFICATIONS

     The  MORTALITY  AND  EXPENSE  RISK CHARGE set forth on page 3 is amended to
     reduce the charge during certain Annuity Options. The Mortality and Expense
     Risk Charge is deleted in its  entirety and  replaced  with the  following:
     1.25% Annually (1.2% Annually during Annuity Options 1 through 4).

     The  ADMINISTRATION  CHARGE  set forth on page 3 is  amended  to reduce the
     charge during certain Annuity Options. The Administration Charge is deleted
     in its entirety and replaced with the following: .15% Annually (0% Annually
     during Annuity Options 1 through 4).

     The CONTRACT  MAINTENANCE CHARGE set forth on page 3 is changed from $30 to
     $0.

     The SUBACCOUNTS set forth on page 3 are amended to add certain  Subaccounts
     and  substitute the SBL Money Market  Subaccount for the Prime  Obligations
     Subaccount. The Subaccounts are deleted in their entirety and replaced with
     the following:

SUBACCOUNTS:

     SBL Money Market Subaccount
     Parkstone Bond Subaccount
     Colonial U.S. Stock Subaccount
     T. Rowe Price Equity Income Subaccount
     SBL Social Awareness Subaccount
     Parkstone Mid Capitalization Subaccount
     Colonial Strategic Income Subaccount
     Parkstone Small Capitalization Subaccount
     Lexington Global Aggressive Bond Subaccount
     Parkstone International Discovery Subaccount
     Newport Tiger Subaccount

TRANSFERS

     The first three paragraphs under  "Transfers," page 7, are deleted in their
     entirety and replaced with the following:

          The Owner may Transfer  Contract Value among the Fixed Account and the
          Subaccounts subject to the following.

          Prior to the Annuity  Start Date:  The Owner may make 12 Transfers per
          Contract Year without  charge.  For each  additional  Transfer,  a $25
          charge  is  deducted  from  the  Contract  Value.  Transfers  are  not
          permitted within 30 days of the Annuity Start Date.

          After the Annuity  Start  Date:  The Owner may make 12  Transfers  per
          Contract Year without charge.  Any additional  Transfers in a Contract
          Year are subject to a fee of $25 per  Transfer  which will be deducted
          from Contract  Value.  For Annuity Options 1 through 4, such Transfers
          must be between Subaccounts.

OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS

     The last sentence of the provision under "Ownership," page 8, is deleted in
     its entirety  and  replaced  with the  following:  "No Owner,  named in the
     Contract, may be older than age 90 on the Contract Date."

     The third sentence of the provision under  "Annuitant,"  page 8, is deleted
     in its entirety and replaced with the following: "No Annuitant may be named
     who is older than age 90 on the Contract Date."

Form V6052 (10-97)                                                     SP 605221
<PAGE>

WITHDRAWAL PROVISIONS

     The provision under "Free Withdrawals," page 12, is amended by deleting the
     first  sentence  in its  entirety  and  replacing  it with  the  following:
     "Beginning in the first Contract Year, one free  Withdrawal may be made per
     Contract Year."

     The provisions under "Free Systematic  Withdrawals," page 12, is amended by
     deleting  the second  sentence in its  entirety  and  replacing it with the
     following:  "Free  Systematic  Withdrawals  are available  beginning in the
     first Contract Year."

DEATH BENEFIT PROVISIONS

     The provisions under "Stepped-Up Death Benefit," page 13, is deleted in its
     entirety and replaced with the following:

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

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

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

     4.  any Premium Tax.

ANNUITY PAYMENT PROVISIONS

     The following sentence is added to the first paragraph under "Annuity Start
     Date," page 14: "In any event,  the Annuity Start Date must be prior to the
     oldest Annuitant's ninety-fifth birthday."


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         ROGER K. VIOLA
                                         Secretary


- --------------------------
Endorsement Effective Date
(If Other Than Issue Date)



<PAGE>

                                   ENDORSEMENT


ENDORSEMENT

     This  endorsement  is attached to and made part of this  Contract as of the
     date shown below. The Contract is amended as set forth below.

VARIABLE ANNUITY POLICY SPECIFICATIONS

     The SUBACCOUNTS set forth on page 3 are amended to add certain  Subaccounts
     and  substitute the SBL Money Market  Subaccount for the Prime  Obligations
     Subaccount. The Subaccounts are deleted in their entirety and replaced with
     the following:

SUBACCOUNTS:

     SBL Money Market Subaccount
     Parkstone Bond Subaccount
     Colonial U.S. Stock Subaccount
     T. Rowe Price Equity Income Subaccount
     SBL Social Awareness Subaccount
     Parkstone Mid Capitalization Subaccount
     Colonial Strategic Income Subaccount
     Parkstone Small Capitalization Subaccount
     Lexington Global Aggressive Bond Subaccount
     Parkstone International Discovery Subaccount
     Newport Tiger Subaccount

TRANSFERS

     The first three paragraphs under  "Transfers," page 7, are deleted in their
     entirety and replaced with the following:

          The Owner may Transfer  Contract Value among the Fixed Account and the
          Subaccounts subject to the following.

          Prior to the Annuity  Start Date:  The Owner may make 12 Transfers per
          Contract Year without  charge.  For each  additional  Transfer,  a $25
          charge  is  deducted  from  the  Contract  Value.  Transfers  are  not
          permitted within 30 days of the Annuity Start Date.

          After the Annuity  Start  Date:  The Owner may make 12  Transfers  per
          Contract Year without charge.  Any additional  Transfers in a Contract
          Year are subject to a fee of $25 per  Transfer  which will be deducted
          from Contract  Value.  For Annuity Options 1 through 4, such Transfers
          must be between Subaccounts.

OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS

     The last sentence of the provision under "Ownership," page 8, is deleted in
     its entirety  and  replaced  with the  following:  "No Owner,  named in the
     Contract, may be older than age 90 on the Contract Date."

     The third sentence of the provision under  "Annuitant,"  page 8, is deleted
     in its entirety and replaced with the following: "No Annuitant may be named
     who is older than age 90 on the Contract Date."

Form V6052-1 (10-97)                                                   SP 605211
<PAGE>

DEATH BENEFIT PROVISIONS

     The provisions under "Stepped-Up Death Benefit," page 13, is deleted in its
     entirety and replaced with the following:

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

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

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

     4.  any Premium Tax.

ANNUITY PAYMENT PROVISIONS

     The following sentence is added to the first paragraph under "Annuity Start
     Date," page 14: "In any event,  the Annuity Start Date must be prior to the
     oldest Annuitant's ninety-fifth birthday."

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                         ROGER K. VIOLA
                                         Secretary


- --------------------------
Endorsement Effective Date
(If Other Than Issue Date)



<PAGE>
[PARKSTONE LOGO]                                                     APPLICATION
PARKSTONE   VARIABLE             For Questions, Call Customer Service Department
            ANNUITY                                               1-800-355-4555

1.  OWNER INFORMATION

First____________________ Initial____________________ Last______________________

Street______________ Apt. No.______ City__________ State______ Zip Code_________

Sex (M/F)____ Birth Date___/___/___ Tax ID______________ Telephone______________

2.  JOINT OWNER INFORMATION - (If applicable)

First____________________ Initial____________________ Last______________________

Street______________ Apt. No.______ City__________ State______ Zip Code_________

Sex (M/F)____ Birth Date___/___/___ Tax ID______________ Telephone______________

Relationship to Owner___________________________________

3.  ANNUITANT INFORMATION - (If different than primary owner)

First____________________ Initial____________________ Last______________________

Street______________ Apt. No.______ City__________ State______ Zip Code_________

Sex (M/F)____ Birth Date___/___/___ Tax ID______________ Telephone______________

4.  PRIMARY BENEFICIARY INFORMATION

First____________________ Initial____________________ Last______________________

Street______________ Apt. No.______ City__________ State______ Zip Code_________

Sex (M/F)____ Birth Date___/___/___ Relationship to Owner_______ Tax ID_________

5.  CONTINGENT BENEFICIARY INFORMATION - (If different than primary beneficiary)

First____________________ Initial____________________ Last______________________

Street______________ Apt. No.______ City__________ State______ Zip Code_________

Sex (M/F)____ Birth Date___/___/___ Relationship to Owner_______ Tax ID_________

6.  SOURCE OF ANNUITY BUSINESS

|_| Individual  |_| Trust  |_| Other ___________________________________________

7.  ANNUITY CONTRACT TYPE

|_| Deferred       |_| Immediate      Annuity Start Date _______________________

8.  ANNUITY BUSINESS TYPE

|_| Non Tax Qualified                      |_| IRA Rollover
|_| TSA (403(b) Plans)                     |_| QSP (401(k) Plans)
|_| SEP (408(k) Plans)                     |_| QPP (401(a) Plans)
|_| IRA (408 Plans)                        |_| Deferred Compensation (457 Plans)

9.  ALLOCATION OF PURCHASE PAYMENTS

|_| SBL Money Market      _______%       |_| Parkstone Small 
|_| Parkstone Bond        _______%            Capitalization             ______%
|_| Colonial U.S. Stock   _______%       [_] Lexington Global
[_] T. Rowe Price Equity  _______%            Aggressive Bond            ______%
[_] SBL Social Awareness  _______%       [_] Parkstone International
[_] Parkstone Mid                              Discovery                 ______%
    Capitalization        _______%       [_] Newport Tiger               ______%
      (formerly Equity)                  [_] Fixed Account               ______%
[_] Colonial Strategic                   Percentages Must Total             100%
    Income                _______%

|_| Check Box to Elect Telephone Transfer Privilege

                                                [SBL LOGO]
                                                SECURITY BENEFIT LIFE
                                                INSURANCE COMPANY (SBL)
                                                A Member of The Security Benefit
                                                Group of Companies
                                                700 SW Harrison St.,
V6839 (R10-97)                 15-68392-00      Topeka, Kansas 66636-0001

<PAGE>


Notice  for  Florida  residents:  Any person who  knowingly  and with  intent to
injure,  defraud  or  deceive  any  insurer  files a  statement  of  claim or an
application  containing  any false,  incomplete,  or misleading  information  is
guilty of a felony of the third degree.

Notice for Maryland,  Kentucky and Ohio  residents:  I also know that any person
who  knowingly  and with intent to defraud,  submits an  application  containing
false or deceptive statements is guilty of insurance fraud.

10.  ANNUITY PURCHASE PAYMENTS

Initial Purchase Payment $_________. Subsequent Purchase Payments of $_________,
to be made _____ times per year, to begin___________________.

|_| Check if Automatic Investment Program

Send Billing Statements to (name and address): _________________________________

If TSA specify Employer Name:  _________________________________________________

11.  REPLACEMENT INFORMATION

Will this  annuity  replace or change in whole or in part any life  insurance or
annuity now in force? |_| Yes |_| No

If YES Complete:  Company:__________ Type: __________ Year Issued: _____________

12.  SIGNATURES AND CERTIFICATIONS

     All  statements  made  in  this  application  are  true  to the  best of my
knowledge  and  belief.  I know that this  application  will  become part of the
contract.

     I acknowledge  receipt of a current prospectus which describes the contract
I am applying  for. *I KNOW THAT ALL  PAYMENTS  AND VALUES BASED ON THE VARIABLE
ACCOUNT ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.

     I understand that the initial purchase payment and this application must be
acceptable to Security Benefit Life (SBL) under its rules and practices. If they
are not  acceptable,  the  liability  of SBL will be the  return of the  initial
purchase payment.

     If my annuity  contract  qualifies under Section  403(b),  I declare that I
know:  (1) the limits on  redemption  imposed by Section  403(b)(11)  of the IRS
Code;  and (2) the  investment  choices  available  under my employer's  Section
403(b) arrangement to which I may elect to transfer my account balance.

     By checking the Telephone  Transfer Privilege box in Section 9, I authorize
SBL  to  make  transfers  among  Accounts,   change  the  allocation  of  future
investments  and make changes to an existing Asset  Reallocation  of Dollar Cost
Averging  option,  based  upon  telephone  instructions.   SBL  has  established
procedures to confirm that  instructions  communicated  by telephone are genuine
and  will  not be  liable  for any  losses  due to  fraudulent  or  unauthorized
instructions  provided SBL complies with its  procedures  which are set forth in
the variable annuity  prospectus.I agree to hold harmless and indemnify SBL, its
affiliates and employees for any claim,  loss,  liability or expense arising out
of  any  telephone  transfer  effected  provided  that  SBL  complies  with  its
procedures.
- --------------------------------------------------------------------------------
                    TAX IDENTIFICATION NUMBER CERTIFICATION

UNDER PENALTIES OF PERJURY, I CERTIFY: (A) that the number shown on this form is
my correct  taxpayer  identification  number;  and (B) that I am not  subject to
backup withholding because: 1) I am exempt from backup withholding; or 2) I have
not been  notified by the Internal  Revenue  Service  (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or dividends;
or 3) the IRS has notified me that I am no longer subject to backup withholding.
Strike out the language in Clause (B) above if the IRS has notified you that you
ARE subject to backup  withholding  and you have not since received  notice from
the IRS that backup  withholding  has terminated.  THE INTERNAL  REVENUE SERVICE
DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS  DOCUMENT  OTHER THAN THE
CERTIFICATIONS       REQUIRED      TO      AVOID       BACKUP       WITHHOLDING.
- --------------------------------------------------------------------------------

Signed at:  City_____________________ State_____________ Date___________________

Owner Signature______________________ Joint Owner Signature_____________________

Annuitant Signature (if different than Owner)___________________________________

13.  SIGNATURE OF REGISTERED AGENT

Does this  annuity  contract  applied for  replace an  existing  annuity or life
insurance policy? |_| Yes |_| No

If YES attach replacement forms as required. As Registered Agent, I declare that
I witnessed  the signature of the  applicant  and that the  information  in this
application  has  been  accurately  recorded,  to the best of my  knowledge  and
belief.

Signature of Registered Agent_________ Print Name of Registered Agent___________

Bank/Broker/Dealer Number___________________ Branch Number______________________

Agent/Rep Number______________________ Agent's Lic. Number (FL only)____________

Name of Broker/Dealer___________________________________ Telephone______________

Branch Office Address___________________________________________________________

Remarks:  ______________________________________________________________________

________________________________________________________________________________
|_|  Please  check  this  box  if  you  would  like a  Statement  of  Additional
     Information.
                                                                     15-68392-00


<PAGE>

                                    BYLAWS OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY






                KNIGHTS & LADIES OF SECURITY - FEBRUARY 22, 1892

                SECURITY BENEFIT ASSOCIATION - SEPTEMBER 24, 1919

            SECURITY BENEFIT LIFE INSURANCE COMPANY - JANUARY 2, 1950

<PAGE>

                                    BYLAWS OF

                     SECURITY BENEFIT LIFE INSURANCE COMPANY

ARTICLE I - OFFICES

  1.   The Home Office and  principal  place of business of the Company shall be
       in the city of Topeka,  state of Kansas.  The Company may also  establish
       branch  offices at such other places as the Board of  Directors  may from
       time to time determine.

ARTICLE II - ANNUAL MEETING

  1.   A meeting of the  policyholders  for the election of  directors  shall be
       held  annually at the home  office of the company at two o'clock  p.m. on
       the first Tuesday in June.  The first annual meeting shall be held on the
       first Tuesday in June in the year 1952.  Subsequent annual meetings shall
       be held on the first Tuesday in June in each year thereafter.

  2.   Notice  of the time and  place of the  annual  meeting  shall be given by
       imprinting the same on either premium notices, premium receipts,  premium
       record stubs, or on annual reports mailed to the policyholders.

  3.   Special  meetings  of  policyholders  may be called at any time,  for any
       purpose or purposes  whatsoever,  by the President,  the Chief  Executive
       Officer,  the  Chairman  of the Board or by the vote of a majority of the
       entire number of the members of the board of directors.

  4.   Notice of the time and place of any special meeting shall be given to all
       policyholders  who  were  shown  on  the  records  of the  Company  to be
       policyholders  on the  date  fixed  by  the  Board  for  the  purpose  of
       determining the members  entitled to notice of and to vote at the special
       meeting  (the  "Record  Date"),  which date shall be not less than 10 nor
       more than 90 days before the date of such meeting,  in writing and mailed
       to the  policyholder at his or her last known address as indicated by the
       Company's records. Notice of any special meeting shall specify the place,
       the day and  the  hour of the  meeting  and  the  general  nature  of the
       business to be  transacted.  Such notice  shall be given not less than 10
       nor more than 60 days before the date of the meeting.

ARTICLE III - VOTING

  1.   The qualified voters of the company shall consist of every  policyholder.
       For the purpose of this  section the term  "policyholder"  shall mean (1)
       the person  insured under an individual  policy of insurance  issued upon
       the  application of such person;  (2) the person who effectuates any such
       policy  upon the life of  another;  (3) the person to whom any annuity or
       pure endowment is presently or  prospectively  payable by the terms of an
       individual  annuity or pure  endowment  policy,  except  where the policy
       declares  some other person to be the owner  thereof,  in which case such
       owner shall be deemed to be the policyholder;  or (4) the employer, firm,
       group or association to whom or in whose name a master policy or contract
       of  group  insurance  or  other  from of  group  hospital  or  disability
       insurance,  including  group

<PAGE>

       annuity, shall have been issued and held, which employer,  firm, group or
       association shall be deemed to be one policyholder  within the meaning of
       this section.  No other person shall be deemed to be a "policyholder" for
       the purpose of this section.  A  policyholder  as defined in this section
       shall be  entitled to only one vote  regardless  of the number or size of
       his policies or contracts.  The policyholder  may vote in person;  or may
       vote by proxy  signed by the person  legally  entitled  to vote the same,
       provided  the proxy  shall be  received  by the  Company  by the close of
       business on the day preceding the date of the meeting at which such proxy
       is to be voted.

  2.   The qualified policyholders present, in person or by proxy, at any annual
       or special  meeting  shall  constitute  a quorum and any matter  properly
       before the meeting  shall be decided by a majority  of the  policyholders
       present, unless a different percentage is prescribed by law.

  3.   Each qualified  policyholder present at the annual meeting shall have the
       right to cast as many votes in the aggregate as shall equal the number of
       directors to be regularly elected. Each qualified policyholder, in person
       or by proxy,  may cast the whole number of votes for one candidate or may
       divide his votes among two or more candidates.

  4.   Notwithstanding  any  inconsistent  provisions  of this  section,  if the
       company  by  action of its  directors  establishes  one or more  separate
       accounts for purposes of issuing contracts  providing benefits which vary
       directly according to the investment  experience of such separate account
       or accounts,  the directors,  upon approval of the rules and  regulations
       for each  separate  account will set forth the special  voting rights and
       procedures for owners of variable  contracts under such separate  account
       relating to investment policy, investment advisory services, selection of
       independent  public  accountants,  and such  other  matters  as they deem
       appropriate  in  relation  to the  administration  of the  assets of such
       separate account.

ARTICLE IV - BOARD OF DIRECTORS

  1.   The  management of all the affairs,  property and business of the company
       shall be  vested in and  exercised  by a board of  directors  of ten (10)
       persons,  all of whom shall be policyholders in the company. The board of
       directors may from time to time appoint an executive  committee and other
       committees with such powers as it may see fit, subject to such conditions
       as may be prescribed  by the board.  All  committees  so appointed  shall
       report  their  acts and  doings  to the  board of  directors  at its next
       meeting.  In the absence or  disqualification of a member of a committee,
       the member or members thereof present at any meeting and not disqualified
       from  voting,  whether  or  not  he or  they  constitute  a  quorum,  may
       unanimously  appoint  another  member of the board of directors to act at
       the meeting in the place of any such absent or disqualified member.

  2.   The  directors  now in  office  shall  continue  to hold  office  for the
       remainder of the terms for which they were severally elected.

<PAGE>

  3.   At each annual meeting there shall be elected not less than one-fifth nor
       more than one-third of the members of the board of directors to serve for
       not more than five years nor more than three years respectively.

  4.   The board of  directors  shall,  at least ninety days prior to any annual
       meeting,  nominate  candidates for each vacancy in the board to be filled
       at such annual meeting.

  5.   Any group of  qualified  policyholders  equal in number to or  greater in
       number than one percent of the total number of policies of the company in
       force may make other  nominations  for one or more vacancies in the board
       of directors by filing with the secretary,  at least ninety days prior to
       any annual meeting, a duly signed and acknowledged certificate giving the
       names and addresses of the  candidates  nominated.  Upon  receiving  such
       certificate,  the secretary shall thereupon report the receipt thereof to
       the board of directors at its first regular meeting  following receipt of
       such certificate.

  6.   Should the board of directors  fail to nominate  candidates for vacancies
       in the board of directors to be filled at the annual  meeting as provided
       in  Section 4 hereof,  and  should  the  policyholders  fail to  nominate
       candidates  for  vacancies  in the board of directors to be filled at the
       annual  meeting  then,  and in such case,  vacancies  to be filled at the
       annual meeting may be filled by the policyholders.

  7.   Any vacancy in the board occurring in the interim between annual meetings
       shall be filled by the  remaining  members  thereof until the next annual
       meeting, at which time a successor shall be elected to fill the unexpired
       term  except  vacancies  occurring  by  reason of  increase  in number of
       directors,  in which event such  vacancies  shall be filled at the annual
       meeting.

  8.   Regular and special  meetings  of the board of  directors  may be held at
       such place or places  within or without  the state of Kansas as the board
       of directors  may from time to time  designate.  Special  meetings of the
       board of directors  may be called at any time by the  president or by any
       three directors.  The secretary shall give notice of each special meeting
       by  mailing  the  same  at  least  two  days  before  the  meeting  or by
       telegraphing  the  same at  least  one day  before  the  meeting  to each
       director, but such notice may be waived by any director. Unless otherwise
       indicated in the notice  thereof,  any and all business may be transacted
       at a special meeting.  The number of directors  necessary to constitute a
       quorum shall be not less than five; except that if the board of directors
       consists of nine members or less, a majority may constitute a quorum.

  9.   The fee to be paid to the directors for their  services shall be fixed by
       resolution of the board.

10.    The board of  directors  may appoint  advisory  directors  to serve for a
       period of not more than one year. Such appointed directors shall act only
       in an advisory  capacity without right to vote. An advisory  director may
       be removed by the board of  directors  whenever in its  judgment the best
       interests  of the  company  would be served  thereby.  The fee to be paid
       advisory directors for their services shall be fixed by resolution of the
       board.

<PAGE>

11.    Nothing in this Article,  however,  should be construed as to prevent the
       directors from establishing one or more separate accounts for purposes of
       issuing  contracts with variable  benefits and approving such  additional
       voting  rights  for  variable  contract  owners as may be  authorized  or
       required by the law.

ARTICLE V - OFFICERS

  1.   The  officers  of  the  company  shall  be a  chairman  of the  board,  a
       president,  one or more vice  presidents,  a treasurer,  a secretary,  an
       actuary,  and such other  officers  as may be  appointed  by the board of
       directors. Any two or more offices may be held by the same person, except
       the offices of  president  and  secretary.  All  officers of the company,
       except  appointed  officers,  shall be elected  annually  by the board of
       directors at the first meeting of the board of directors  held after each
       annual  meeting of the  policyholders.  If the election of officers shall
       not be  held  at  such  meeting,  such  election  shall  be  held as soon
       thereafter as conveniently may be. Vacancies may be filled or new offices
       filled at any meeting of the board of directors.  Each officer shall hold
       office until his successor  shall have been duly elected or appointed and
       shall have qualified, or until his death, or until he shall have resigned
       or shall have been removed in the manner hereinafter provided.

       Any officer elected or appointed by the board of directors may be removed
       by the board of directors  whenever in its judgment the best  interest of
       the company  would be served  thereby,  but such removal shall be without
       prejudice to the contract rights, if any, of the person so removed.

  2.   The chairman of the board shall preside at all meetings of  policyholders
       or directors  and shall perform such other duties as shall be assigned to
       him by the board of  directors.  In the  absence of the  chairman  of the
       board,  the president  shall preside over  meetings of  policyholders  or
       directors.

  3.   The president shall be chief executive officer of the company, unless the
       chairman of the board is so  designated,  and he shall perform such other
       duties as are  incident to the office of the  president  or are  properly
       assigned to him by the board of directors.

  4.   The vice  presidents  shall have such powers and discharge such duties as
       may be assigned to them from time to time by the board of directors.

  5.   The treasurer shall have charge and custody of and be responsible for all
       funds and  securities  of the  company;  shall  disburse the funds of the
       company in  payments of just  demands  against it or as may be ordered by
       the board of directors, and in general perform all the duties incident to
       the office of treasurer and such other duties as may from time to time be
       assigned to him by the board of directors.  The assistant  treasurer,  if
       any, may sign in place of the treasurer with the same force and effect as
       the treasurer is authorized to sign.

  6.   The secretary shall keep the minutes of meetings of the policyholders and
       of the  board  of  directors,  see  that all  notices  are duly  given in
       accordance  with the  provisions  of these

<PAGE>

       bylaws or as required by law; shall be custodian of the corporate records
       and seal of the company,  and in general  perform all duties  incident to
       the office of secretary and such other duties as may from time to time be
       assigned to him by the board of directors.  The assistant  secretary,  if
       any, may sign and attest  documents with the same force and effect as the
       secretary is authorized to sign and attest.

  7.   The actuary shall have general supervision over all computations relating
       to premium  rates,  policy  dividends,  reserves  and  surrender  values,
       preparation  of the annual  statement of the company,  perform such other
       duties as are  incident  to his office and such other  duties as may from
       time to time be assigned to him by the board of directors.  In absence or
       inability  of the  actuary,  his duties may be  performed by an associate
       actuary or by an assistant actuary.

  8.   The  salaries  of the  officers  shall be fixed  from time to time by the
       board of directors, and no officer shall be prevented from receiving such
       salary by reason of the fact that he is also a director of the company.

  9.   The  company  shall  indemnify  every  person,  his heirs,  executors  or
       administrators,  who is or was a  director,  officer,  or employee of the
       company,  or is or  was  serving  at the  request  of  the  company  as a
       director,  officer or employee of another  business  entity,  to the full
       extent permitted or authorized by the laws of the state of Kansas, as now
       in effect and as  hereafter  amended,  against any  liability,  judgment,
       fine, amount paid in settlement,  cost or expense  (including  attorney's
       fees)  asserted or threatened  against and incurred by such person in his
       capacity  as or arising  out of his  status as a  director,  officer,  or
       employee of the company or, if serving at the request of the company as a
       director,   officer  or  employee  of  another   business   entity.   The
       indemnification  provided by this bylaw  provision shall not be exclusive
       of any other rights to which those  indemnified may be entitled under any
       other bylaw or under any agreement, vote of stockholders or disinterested
       directors  or  otherwise,  and shall not limit in any way any right which
       the company may have to make different or further  indemnifications  with
       respect to the same or different persons or classes of persons.

ARTICLE VI - SEAL

  1.   The corporate seal of the company shall consist of two concentric circles
       between which shall be the name of the company and in the center of which
       shall be inscribed the year of its incorporation.

ARTICLE VII - FRATERNAL CERTIFICATES

  1.   The gross  premium  payable  with respect to each  fraternal  certificate
       issued  by  the  corporation   shall  be  the  sum  designated  prior  to
       transformation  of the corporation from a fraternal  benefit society to a
       mutual life  insurance  company as home office  premium plus a collection
       charge equal to the sum paid prior to such  transformation as subordinate
       council  dues or  collection  fee.  Provided,  however,  that the  annual
       collection  charge  payable  with respect to each  fraternal  certificate
       shall not in any case exceed $2.40.

<PAGE>

  2.   The gross  premium for each  fraternal  certificate  shall become due and
       payable, without notice, on the first day of the calendar month following
       the period for which  prior  payment  has been made.  The first  calendar
       month  following  the  period  for which  payment  has been made shall be
       allowed as a grace period  during which the  certificate  shall remain in
       full force and effect.  If the gross premium for any  certificate  is not
       paid when due or within the grace period,  such  certificate  shall be in
       default  and all  rights  and  benefits  thereunder  shall be  forfeited,
       without notice,  except as may otherwise be provided by the terms of such
       certificate.

  3.   Every fraternal  certificate  which shall become in default on account of
       nonpayment  of gross  premiums may be reinstated at any time within sixty
       days  after  the date of such  default  by  payment  in full of the gross
       premiums in arrears,  provided the insured under such  certificate  is in
       sound mental and  physical  condition  on the date of such  payment.  Any
       payment of gross premiums made for the purpose of effecting reinstatement
       under the provisions of this section shall constitute a representation by
       the insured  making such  payment  that he or she is in sound  mental and
       physical  condition;  and the receipt and retention of such payment shall
       not effect  reinstatement  of the  certificate  if the  insured is not in
       sound mental and physical condition.

  4.   Every fraternal  certificate  which shall become in default on account of
       nonpayment of gross  premiums,  and which shall not have been  reinstated
       within sixty days after the date of such default,  may be reinstated only
       in  accordance  with and as  permitted by the rules and  regulations  for
       reinstatement prescribed by the board of directors.

  5.   Any  person  or  corporation  may  be  appointed  as a  beneficiary  in a
       fraternal   certificate,   except  as   eligibility   with   respect   to
       beneficiaries  may be  restricted  by the laws of the  state in which the
       certificate was first delivered to the insured.

  6.   The owner of a fraternal  certificate in force may at any time change the
       beneficiary  by filing a satisfactory  written  notice  therefor with the
       company  at its  home  office.  The  fraternal  certificate  need  not be
       presented for endorsement  except upon written request of the company.  A
       change of beneficiary  shall not be effective  until it has been recorded
       by the company at its home  office.  After such  recordation,  the change
       shall relate back to and take effect as of the date the owner signed said
       written request, whether or not the insured be living at the time of such
       recordation,  but  without  prejudice  to the  company  on account of any
       payment  made by it before  receipt of such  written  request at its home
       office.  If  there be more  than  one  beneficiary  the  interest  of any
       deceased  beneficiary  shall pass to the  survivor or  survivors,  unless
       otherwise  directed by the owner and recorded at the home  office.  If no
       designated beneficiary survives the insured, the amount payable under the
       certificate   shall  be  paid  in  a  lump  sum  to  the   executors   or
       administrators of the insured.

  7.   Whenever  the age of an  insured  in a  fraternal  certificate  has  been
       understated in his or her application for insurance,  and the correct age
       was  within the age  limits of the  corporation,  the amount of the death
       benefit payable under such certificate shall be such as the premiums

<PAGE>

       paid  would  have   purchased  at  the  correct  age   according  to  the
       corporation's   premium   rates  in  force  on  the  issue  date  of  the
       certificate.  If the  correct  age of the  insured was not within the age
       limits of the corporation,  the liability of the corporation under his or
       her certificate  shall be the premiums paid thereon.  If the age has been
       overstated in the application, no additional amount of insurance or other
       values shall be granted on account of any excess  premium paid,  but such
       excess premium shall be returned without interest.

  8.   That part of the gross premium  designated prior to transformation of the
       corporation  as home office  premium  shall,  with  respect to  fraternal
       certificates issued on the pure assessment plan, be payable in accordance
       with the following premium table:

                        PREMIUMS PER $1,000 OF INSURANCE

  AGE NEAREST                             AGE NEAREST
   BIRTHDAY     MONTHLY        ANNUAL       BIRTHDAY        MONTHLY      ANNUAL

      16        $1.15          $13.25          49            $3.25        $37.45
      17         1.20           13.50          50             3.40         39.25
      18         1.20           13.80          51             3.60         41.10
      19         1.20           14.10          52             3.75         43.10
      20         1.25           14.40          53             3.95         45.30
      21         1.30           14.75          54             4.15         47.55
      22         1.30           15.10          55             4.35         50.00
      23         1.35           15.45          56             4.60         52.65
      24         1.40           15.80          57             4.85         55.45
      25         1.40           16.20          58             5.10         58.45
      26         1.45           16.65          59             5.40         61.65
      27         1.50           17.10          60             5.70         65.05
      28         1.50           17.55          61             6.00         67.25
      29         1.55           18.05          62             6.40         71.10
      30         1.60           18.55          63             6.80         75.30
      31         1.65           19.10          64             7.20         79.85
      32         1.70           19.70          65             7.65         84.70
      33         1.75           20.30          66             8.15         89.95
      34         1.80           20.95          67             8.65         95.60
      35         1.90           21.65          68             9.25        101.70
      36         1.95           22.40          69             9.85        108.30
      37         2.00           23.15          70            10.55        115.45
      38         2.10           24.00          71            11.30        123.15
      39         2.15           24.85          72            12.15        131.55
      40         2.25           25.80          73            13.00        140.60

<PAGE>

  AGE NEAREST                             AGE NEAREST
   BIRTHDAY     MONTHLY        ANNUAL       BIRTHDAY        MONTHLY      ANNUAL

      41         2.30           26.80          74            14.00        150.50
      42         2.40           27.85          75            15.10        161.20
      43         2.50           28.95          76            16.25        172.85
      44         2.60           30.15          77            17.55        185.55
      45         2.70           31.45          78            19.00        199.35
      46         2.85           32.80          79            20.60        214.45
      47         2.95           34.25          80 and over   22.35        230.90
      48         3.10           35.90

       The  premium  rates as  stated  in said  table  shall  be based  upon the
       attained  age nearest  birthday  of the insured as of July 1, 1935.  Each
       insured  under  a pure  assessment  fraternal  certificate  shall,  after
       premiums in accordance with the above table have been paid for three full
       years,  be  entitled  to  the  nonforfeiture  options  of  extended  term
       insurance,  paid up insurance or  certificate  loans to the extent of the
       tabular reserve to the credit of such certificate.

  9.   Any insured under a pure assessment fraternal certificate may, in lieu of
       making premium payments in accordance with the premium table specified in
       the preceding  section,  elect to continue to make monthly  payments upon
       his  certificate at the rate paid for the month of January,  1935. In the
       event of such election,  the certificate  upon which such payment is made
       shall  automatically  be  reduced  to such  face  amount  of  whole  life
       insurance  (with the reserve thereon  computed  according to the American
       Experience  Table of Mortality with an interest  assumption of 4%) as the
       payment  actually  made would  purchase  at the rates  specified  in said
       premium table for the attained age nearest  birthday of the insured as of
       July 1, 1935. The payment by any insured for the month of July, 1935, and
       subsequent  months  at the rate  paid by such  insured  for the  month of
       January,  1935, shall be considered an election by such insured to reduce
       the amount of his  certificate  and  continue  the same in force for such
       reduced face amount.  Each insured who elects to continue to make monthly
       payments upon his  certificate at the rate paid for the month of January,
       1935, shall,  after such payments have been made for three full years, be
       entitled to the nonforfeiture options of extended term insurance, paid up
       insurance or  certificate  loans to the extent of the tabular  reserve to
       the credit of such certificate.

10.    Every  fraternal  certificate  issued  prior to January  1,  1938,  which
       contains  nonforfeiture  provisions is, with respect to such  provisions,
       hereby amended as follows:

            In the event the owner does not within sixty days after the due date
            of any  premium  in  default  elect  in  writing  any  of the  other
            available nonforfeiture options, the insurance will be automatically
            continued in force as  nonparticipating  extended term  insurance in
            accordance  with  the  extended  term  insurance  provision  of  the
            certificate:   Provided,   however,   that  the  insurance  under  a
            certificate  which  does not  contain  an  extended  term  insurance
            provision   will   be   automatically    continued   in

<PAGE>

            force as  nonparticipating  paid up insurance in accordance with the
            paid up insurance provision of the certificate.

11.    The owner of each  fraternal  certificate  in good standing  prior to the
       transformation  of the corporation from a fraternal  benefit society to a
       mutual  life   insurance   company   shall  have  the  right  after  such
       transformation to transfer the insurance evidenced by such certificate to
       the mutual life plan in the manner provided by law. The company shall not
       have  the  right  to  levy  an  assessment  against  the  owner  of  such
       transferred  insurance or impose a lien  against the reserve  standing to
       the credit thereof.

12.    The right and power  heretofore  existing in the  corporation  to levy an
       assessment in addition to the gross premiums payable with respect to each
       fraternal certificate is hereby irrevocably waived.

13.    The term  "fraternal  certificate,"  wherever  the same  appears in these
       bylaws,  shall mean and apply to all beneficiary  certificates  issued by
       the  corporation  prior to its  transformation  from a fraternal  benefit
       society to a mutual life insurance company.

ARTICLE VIII - AMENDMENTS

  1.   These  bylaws may be  amended,  changed or  repealed by a majority of the
       board of directors at any regular or special  meeting of the board.  They
       may also be amended,  changed or  repealed  at any annual  meeting of the
       policyholders  by a  majority  vote of the  policyholders  at any  annual
       meeting,  provided that such proposed  amendment,  change or repeal to be
       considered  at the annual  meeting of the  policyholders  shall have been
       submitted  in writing and filed with the  secretary  at least ninety days
       before the time for holding the annual meeting at which action thereon is
       to be taken.



<PAGE>

                         Consent of Independent Auditors

We consent to the reference to our firm under the captions "Experts," to the use
of our  reports  dated  February  7,  1997,  with  respect  to the  consolidated
financial statements of Security Benefit Life Insurance Company and Subsidiaries
and the  financial  statements  of Parkstone  Variable  Annuity  included in the
Registration  Statement  on Form N-4 and the  related  Statement  of  Additional
Information accompanying the Prospectus of Parkstone Variable Annuity.

                                                               Ernst & Young LLP

Kansas City, Missouri
October 1, 1997



<PAGE>
                                                       Item 24(b) Exhibit (13)


                                   EQUITY FUND
               Average annual total return as of December 31, 1996

1.00 Year

                  1000 (1+T)            =    1,070.26
                       (1+T)            =    1.0703
                          T             =    .0703

3.27 Years (since inception September 24, 1993)

       1000 (1+T)3.27                   =    1,222.48
           ((1+T)3.27)1/3.27            =    (1.22248)1/3.27
             1+T                        =    1.0633
               T                        =    .0633


                            SMALL CAPITALIZATION FUND
               Average annual total return as of December 31, 1996

1.00 Year

           1000 (1+T)                =    1,185.98
                 1+T                 =    1.1860
                   T                 =    .1860

3.27 Years (since inception September 24, 1993)

         1000 (1+T)3.27              =    1,735.59
             ((1+T)3.27)1/3.27       =    (1.73559)1/3.27
               1+T                   =    1.1836
                 T                   =    .1836


<PAGE>

                                                       Item 24(b) Exhibit (13)

                                    BOND FUND
               Average annual total return as of December 31, 1996

1.00 Year

       1000 (1+T)                     =    925.05
             1+T                      =    .92505
               T                      =    -.0750

3.27 Years (since inception September 24, 1993)

       1000 (1+T)3.27                 =    924.96
           ((1+T)3.27)1/3.27          =    (0.92496)1/3.27
             1+T                      =    .9764
               T                      =    -.0236


                          INTERNATIONAL DISCOVERY FUND
               Average annual total return as of December 31, 1996

1.00 Year

        1000 (1+T)                    =    1,052.99
              1+T                     =    1.0530
                T                     =    .0530

3.27 Years (since inception September 24, 1993)

        1000 (1+T)3.27                =    1,012.15
            ((1+T)3.27)1/3.27         =    (1.01215) 1/3.27
              1+T                     =    1.0037
                T                     =    .0037


<PAGE>

                                                       Item 24(b) Exhibit (13)

                             PRIME OBLIGATIONS FUND

CALCULATION OF WEEKLY MAINTENANCE FEE FACTOR:

       1,224.70         1996 AF
    -------------
     285,957.23         1996 Average Assets

= .0042828083    x    7/365    =       .00008213604

CALCULATION OF CHANGE IN UNIT VALUE:

(Unrounded     Unrounded)
( Price        Price    )
(12-29-XX - 12-22-XX    )  =  10.7450923379 - 10.738491091 = .0006147276
 -----------------------      ----------------------------
(     Unrounded Price   )
(     12-22-XX          )              10.738491091

ANNUALIZED YIELD:

365/7 (.0006147276 - .00008213604)  =     2.78%

EFFECTIVE YIELD:

(1 + .00053259156)365/7 - 1         =     2.82%


<PAGE>


                                                       Item 24(b) Exhibit (13)

                             SBL MONEY MARKET YIELD
           SBL Money Market Series (Series C) as of December 31, 1996


CALCULATION OF CHANGE IN UNIT VALUE:

  10.72315248159 - 10.71591291873
- ----------------------------------------
          10.71591291873            = .00067558993

ANNUALIZED YIELD:

365/7 (.00067558993)  = 3.52%

EFFECTIVE YIELD:

(1 + .00067558993)365/7   -  1      = 3.58%


<PAGE>


                                                       Item 24(b) Exhibit (13)

                          NONSTANDARDIZED TOTAL RETURN

                                   EQUITY FUND
               Average annual total return as of December 31, 1996
                 (Without Deduction of CDSC and Maintenance Fee)

1.00 Year

         1000 (1+T)                    =    1,156.58
              (1+T)                    =    1.1566
                 T                     =    .1566

3.27 Years (since inception September 24, 1993)

         1000 (1+T)3.27                =    1,396.00
             ((1+T)3.27)1/3.27         =    1.3960
               1+T                     =    1.1074
                 T                     =    .1074


                            SMALL CAPITALIZATION FUND
               Average annual total return as of December 31, 1996
                 (Without Deduction of CDSC and Maintenance Fee)

1.00 Year

         1000 (1+T)                    =    1,278.40
               1+T                     =    1.2784
                 T                     =    .2784

3.27 Years (since inception September 24, 1993)

         1000 (1+T)3.27                =    1,947.00
             ((1+T)3.27)1/3.27         =    1.9470
               1+T                     =    1.2259
                 T                     =    .2259


<PAGE>

                                                       Item 24(b) Exhibit (13)

                                    BOND FUND
                 Average annual total return as of December 31,
              1996 (Without Deduction of CDSC and Maintenance Fee)

1.00 Year

         1000 (1+T)                    =    1,003.74
               1+T                     =    1.0037
                 T                     =    .0037

3.27 Years (since inception September 24, 1993)

         1000 (1+T)3.27                =    1,073.00
             ((1+T)3.27)1/3.27         =    1.07300
               1+T                     =    1.0218
                 T                     =    .0218


                          INTERNATIONAL DISCOVERY FUND
               Average annual total return as of December 31, 1996
                 (Without Deduction of CDSC and Maintenance Fee)

1.00 Year

         1000 (1+T)                    =    1,138.40
               1+T                     =    1.1384
                 T                     =    .1384

3.27 Years (since inception September 24, 1993)

         1000 (1+T)3.27                =    1,168.00
             ((1+T)3.27)1/3.27         =    1.1680
               1+T                     =    1.0486
                 T                     =    .0486


<PAGE>

                                                       Item 24(b) Exhibit (13)

                                 NONSTANDARDIZED

                                   EQUITY FUND
                Cumulative Total Return as of December 31, 1996
                (Without Deduction of CDSC and Maintenance Fee)

EQUITY SERIES

     1.00 Year     1,156.59 - 1,000.00            =      156.59
                   156.59/1,000.00                =      15.66%

     3.27 Years (since inception September 24, 1993)

                   1,396.00 - 1,000.00            =      396.00
                   396.00/1,000.00                =      39.60%


                            SMALL CAPITALIZATION FUND
                 Cumulative Total Return as of December 31, 1996
                (Without Deduction of CDSC and Maintenance Fee)

SMALL CAP SERIES

     1.00 Year     1,278.40 - 1,000.00            =      278.40
                   278.40/1,000.00                =      27.84%

     3.27 Years (since inception September 24, 1993)

                   1,947.00 - 1,000.00            =      947.00
                   947.00/1,000.00                =      94.70%


<PAGE>


                                    BOND FUND
                 Cumulative Total Return as of December 31, 1996
                (Without Deduction of CDSC and Maintenance Fee)

BOND SERIES

     1.00 Year    1,003.74 - 1,000.00            =      3.74
                  3.74/1,000.00                  =      .37%

     3.27 Years (since inception September 24, 1993)

                 1,073.00 - 1,000.00             =      73.00
                 73.00/1,000.00                  =      7.30%


                          INTERNATIONAL DISCOVERY FUND
                 Cumulative Total Return as of December 31, 1996
                (Without Deduction of CDSC and Maintenance Fee)

INTERNATIONAL DISCOVERY SERIES

     1.00 Year   1,138.40 - 1,000.00            =      138.40
                 138.40/1,000.00                =      13.84%

     3.27 Years (since inception September 24, 1993)

                 1,168.00 - 1,000.00            =      168.00
                 168.00/1,000.00                =      16.80%


<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              001
        <NAME>                                PRIME OBLIGATIONS FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       1,059
<INVESTMENTS-AT-VALUE>                                      1,059
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              1,059
<PAYABLE-FOR-SECURITIES>                                    1,059
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         1,059
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                      98,511
<SHARES-COMMON-PRIOR>                                      63,768
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                1,059
<DIVIDEND-INCOME>                                              43
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 15
<NET-INVESTMENT-INCOME>                                        28
<REALIZED-GAINS-CURRENT>                                        0
<APPREC-INCREASE-CURRENT>                                       0
<NET-CHANGE-FROM-OPS>                                          28
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       149
<NUMBER-OF-SHARES-REDEEMED>                                   115
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         34
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                15
<AVERAGE-NET-ASSETS>                                          973
<PER-SHARE-NAV-BEGIN>                                       10.43
<PER-SHARE-NII>                                               .32
<PER-SHARE-GAIN-APPREC>                                         0
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.75
<EXPENSE-RATIO>                                              1.54
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              002
        <NAME>                                PRIME OBLIGATIONS TRUST
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                         298
<INVESTMENTS-AT-VALUE>                                        298
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                                298
<PAYABLE-FOR-SECURITIES>                                      298
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                           298
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                      28,380
<SHARES-COMMON-PRIOR>                                      13,728
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                        0
<NET-ASSETS>                                                  298
<DIVIDEND-INCOME>                                              47
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                  8
<NET-INVESTMENT-INCOME>                                        39
<REALIZED-GAINS-CURRENT>                                        0
<APPREC-INCREASE-CURRENT>                                       0
<NET-CHANGE-FROM-OPS>                                          39
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       327
<NUMBER-OF-SHARES-REDEEMED>                                    33
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         14
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 8
<AVERAGE-NET-ASSETS>                                        1,389
<PER-SHARE-NAV-BEGIN>                                       10.17
<PER-SHARE-NII>                                               .34
<PER-SHARE-GAIN-APPREC>                                         0
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.51
<EXPENSE-RATIO>                                               .58
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              003
        <NAME>                                BOND FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       6,421
<INVESTMENTS-AT-VALUE>                                      6,605
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              6,605
<PAYABLE-FOR-SECURITIES>                                    6,605
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         6,605
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     615,320
<SHARES-COMMON-PRIOR>                                     369,775
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                     (66)
<NET-ASSETS>                                              615,320
<DIVIDEND-INCOME>                                             189
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 85
<NET-INVESTMENT-INCOME>                                       104
<REALIZED-GAINS-CURRENT>                                       25
<APPREC-INCREASE-CURRENT>                                    (41)
<NET-CHANGE-FROM-OPS>                                          63
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       289
<NUMBER-OF-SHARES-REDEEMED>                                    43
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        246
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                85
<AVERAGE-NET-ASSETS>                                        5,883
<PER-SHARE-NAV-BEGIN>                                       10.73
<PER-SHARE-NII>                                               .21
<PER-SHARE-GAIN-APPREC>                                     (.25)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.69
<EXPENSE-RATIO>                                              1.44
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              004
        <NAME>                                BOND TRUST
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                         908
<INVESTMENTS-AT-VALUE>                                        921
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                                921
<PAYABLE-FOR-SECURITIES>                                      921
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                           921
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                      84,419
<SHARES-COMMON-PRIOR>                                      55,111
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      (4)
<NET-ASSETS>                                               84,419
<DIVIDEND-INCOME>                                              23
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                  5
<NET-INVESTMENT-INCOME>                                        18
<REALIZED-GAINS-CURRENT>                                        1
<APPREC-INCREASE-CURRENT>                                     (3)
<NET-CHANGE-FROM-OPS>                                          15
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                        45
<NUMBER-OF-SHARES-REDEEMED>                                     6
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         29
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 5
<AVERAGE-NET-ASSETS>                                          821
<PER-SHARE-NAV-BEGIN>                                       10.90
<PER-SHARE-NII>                                               .26
<PER-SHARE-GAIN-APPREC>                                     (.24)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.92
<EXPENSE-RATIO>                                               .97
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              005
        <NAME>                                EQUITY FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      15,447
<INVESTMENTS-AT-VALUE>                                     19,425
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             19,425
<PAYABLE-FOR-SECURITIES>                                   19,425
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        19,425
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   1,391,560
<SHARES-COMMON-PRIOR>                                     991,853
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    1,820
<NET-ASSETS>                                               19,425
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                256
<NET-INVESTMENT-INCOME>                                     (256)
<REALIZED-GAINS-CURRENT>                                      474
<APPREC-INCREASE-CURRENT>                                   2,294
<NET-CHANGE-FROM-OPS>                                       2,038
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       487
<NUMBER-OF-SHARES-REDEEMED>                                    87
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        400
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               256
<AVERAGE-NET-ASSETS>                                       16,176
<PER-SHARE-NAV-BEGIN>                                       12.06
<PER-SHARE-NII>                                             (.21)
<PER-SHARE-GAIN-APPREC>                                      2.11
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.96
<EXPENSE-RATIO>                                              1.58
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              006
        <NAME>                                EQUITY-TRUST
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       1,637
<INVESTMENTS-AT-VALUE>                                      1,699
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              1,699
<PAYABLE-FOR-SECURITIES>                                    1,699
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         1,699
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     117,468
<SHARES-COMMON-PRIOR>                                      42,810
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                       15
<NET-ASSETS>                                                1,699
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                  7
<NET-INVESTMENT-INCOME>                                       (7)
<REALIZED-GAINS-CURRENT>                                       56
<APPREC-INCREASE-CURRENT>                                      71
<NET-CHANGE-FROM-OPS>                                          64
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                        88
<NUMBER-OF-SHARES-REDEEMED>                                    14
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         74
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 7
<AVERAGE-NET-ASSETS>                                        1,182
<PER-SHARE-NAV-BEGIN>                                       12.32
<PER-SHARE-NII>                                             (.09)
<PER-SHARE-GAIN-APPREC>                                      2.23
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         14.46
<EXPENSE-RATIO>                                               .59
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              007
        <NAME>                                INTERNATIONAL DISCOVERY FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       8,694
<INVESTMENTS-AT-VALUE>                                      9,919
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              9,919
<PAYABLE-FOR-SECURITIES>                                    9,919
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         9,919
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     849,239
<SHARES-COMMON-PRIOR>                                     600,836
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    1,035
<NET-ASSETS>                                                9,919
<DIVIDEND-INCOME>                                              30
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              (116)
<NET-INVESTMENT-INCOME>                                      (86)
<REALIZED-GAINS-CURRENT>                                       47
<APPREC-INCREASE-CURRENT>                                   1,082
<NET-CHANGE-FROM-OPS>                                         996
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       299
<NUMBER-OF-SHARES-REDEEMED>                                    51
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        248
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               116
<AVERAGE-NET-ASSETS>                                        7,890
<PER-SHARE-NAV-BEGIN>                                       10.26
<PER-SHARE-NII>                                             (.12)
<PER-SHARE-GAIN-APPREC>                                      1.54
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         11.68
<EXPENSE-RATIO>                                              1.47
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              008
        <NAME>                                INTERNATIONAL DISCOVERY TRUST
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                         900
<INVESTMENTS-AT-VALUE>                                        967
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                                967
<PAYABLE-FOR-SECURITIES>                                      967
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                           967
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                      79,831
<SHARES-COMMON-PRIOR>                                      17,264
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                       63
<NET-ASSETS>                                                  967
<DIVIDEND-INCOME>                                               3
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                (4)
<NET-INVESTMENT-INCOME>                                       (1)
<REALIZED-GAINS-CURRENT>                                        2
<APPREC-INCREASE-CURRENT>                                      65
<NET-CHANGE-FROM-OPS>                                          64
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                        64
<NUMBER-OF-SHARES-REDEEMED>                                     2
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         62
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 4
<AVERAGE-NET-ASSETS>                                          748
<PER-SHARE-NAV-BEGIN>                                       10.47
<PER-SHARE-NII>                                             (.02)
<PER-SHARE-GAIN-APPREC>                                      1.66
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.11
<EXPENSE-RATIO>                                               .53
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              009
        <NAME>                                SMALL CAPITALIZATION FUND
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      15,521
<INVESTMENTS-AT-VALUE>                                     18,737
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             18,737
<PAYABLE-FOR-SECURITIES>                                   18,737
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        18,737
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     962,144
<SHARES-COMMON-PRIOR>                                     630,080
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      824
<NET-ASSETS>                                               18,737
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                              (203)
<NET-INVESTMENT-INCOME>                                     (203)
<REALIZED-GAINS-CURRENT>                                    2,554
<APPREC-INCREASE-CURRENT>                                   3,378
<NET-CHANGE-FROM-OPS>                                       3,175
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       390
<NUMBER-OF-SHARES-REDEEMED>                                    57
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        333
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                               203
<AVERAGE-NET-ASSETS>                                       14,224
<PER-SHARE-NAV-BEGIN>                                       15.23
<PER-SHARE-NII>                                             (.26)
<PER-SHARE-GAIN-APPREC>                                      4.50
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         19.47
<EXPENSE-RATIO>                                              1.43
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000900259
<NAME>                                        PARKSTONE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              010
        <NAME>                                SMALL CAPITALIZATION TRUST
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       1,589
<INVESTMENTS-AT-VALUE>                                      1,514
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              1,514
<PAYABLE-FOR-SECURITIES>                                    1,514
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         1,514
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                      74,886
<SHARES-COMMON-PRIOR>                                      24,824
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    (144)
<NET-ASSETS>                                                1,514
<DIVIDEND-INCOME>                                               0
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                (5)
<NET-INVESTMENT-INCOME>                                       (5)
<REALIZED-GAINS-CURRENT>                                      240
<APPREC-INCREASE-CURRENT>                                      96
<NET-CHANGE-FROM-OPS>                                          91
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                        59
<NUMBER-OF-SHARES-REDEEMED>                                     9
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                         50
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 5
<AVERAGE-NET-ASSETS>                                          969
<PER-SHARE-NAV-BEGIN>                                       15.57
<PER-SHARE-NII>                                             (.10)
<PER-SHARE-GAIN-APPREC>                                      4.74
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         20.21
<EXPENSE-RATIO>                                               .52
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>


<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                      Thomas R. Clevenger
                 ---------------------------------------------------------------
                                      Thomas R. Clevenger


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                      L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by SECURITY  BENEFIT LIFE INSURANCE  COMPANY and any PARKSTONE  VARIABLE ANNUITY
ACCOUNT  with like  effect  as though  said  Registration  Statements  and other
documents had been signed and filed personally by me in the capacity  aforesaid.
Each of the aforesaid attorneys acting alone shall have all the powers of all of
said attorneys. I hereby ratify and confirm all that the said attorneys,  or any
of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                  Sister Loretto Marie Colwell
                 ---------------------------------------------------------------
                                  Sister Loretto Marie Colwell


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                      L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

            April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                         John C. Dicus
                 ---------------------------------------------------------------
                                         John C. Dicus


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

          April 1, 1998
- -------------------------------------

<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 PARKSTONE  VARIABLE  ANNUITY  ACCOUNT with like effect as though
said  Registration  Statements  and other  documents  had been  signed and filed
personally  by me in the capacity  aforesaid.  Each of the  aforesaid  attorneys
acting alone shall have all the powers of all of said attorneys. I hereby ratify
and confirm all that the said  attorneys,  or any of them, may do or cause to be
done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                        Howard R. Fricke
                 ---------------------------------------------------------------
                                        Howard R. Fricke


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                          W. W. Hanna
                 ---------------------------------------------------------------
                                          W. W. Hanna


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                       John E. Hayes, Jr.
                 ---------------------------------------------------------------
                                       John E. Hayes, Jr.


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

       April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                        Laird G. Noller
                 ---------------------------------------------------------------
                                        Laird G. Noller


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                      L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                       Frank C. Sabatini
                 ---------------------------------------------------------------
                                       Frank C. Sabatini


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------

<PAGE>

                                POWER OF ATTORNEY


STATE OF KANSAS   )
                  ) ss.
COUNTY OF SHAWNEE )


KNOW ALL MEN BY THESE PRESENTS:


THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE COMPANY and any PARKSTONE VARIABLE ANNUITY ACCOUNT with like effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of March, 1997.


                                       Robert C. Wheeler
                 ---------------------------------------------------------------
                                       Robert C. Wheeler


SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.


                                       L. Charmaine Lucas
                 ---------------------------------------------------------------
                                         Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission