SECURITY VARILIFE SEPARATE ACCOUNT SECURITY VARILIFE
497, 1996-05-10
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                                SECURITY VARILIFE

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


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

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

    To the extent that all or a portion of net premium payments are allocated to
the Separate  Account,  the  Accumulated  Value under the Policy will vary based
upon  the  investment   performance  of  the  Variable  Accounts  to  which  the
Accumulated  Value is  allocated.  No  minimum  amount of  Accumulated  Value is
guaranteed.

    The Policy  provides a death  benefit  equal to the  Specified  Amount  plus
Accumulated  Value (or, if greater,  Accumulated  Value  multiplied by a certain
percentage).  The death benefit will vary daily with the investment  performance
of the Variable Accounts for any Policyowner who has allocated Accumulated Value
to the Variable Accounts.  For so long as the Policy remains in force, the death
benefit will never be less than the current Specified Amount.

    A Policy may be returned  according to the terms of its Free-Look Right (see
"Right to Examine a  Policy--Free-Look  Right," page 17),  during which time net
premium payments allocated to the Separate Account will be invested in the Money
Market Variable Account.

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

    This prospectus generally describes only the portion of the Policy involving
the Separate Account.  For a brief summary of the Fixed Account,  see "The Fixed
Account," page 24.

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

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

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

Date: May 1, 1996
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                                TABLE OF CONTENTS

                                                                            Page

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

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

INFORMATION ABOUT SECURITY BENEFIT AND THE SEPARATE ACCOUNT................   8
    Security Benefit Life Insurance Company................................   8
    Security Varilife Separate Account.....................................   8
    SBL Fund...............................................................   9
    Series A...............................................................   9
    Series B...............................................................   9
    Series C...............................................................   9
    Series D...............................................................  10
    Series E...............................................................  10
    Series S...............................................................  10
    Series J...............................................................  10
    Series K...............................................................  10
    Series M...............................................................  10
    Series N...............................................................  10
    Series O...............................................................  10
    The Investment Adviser.................................................  10

THE POLICY.................................................................  10
    Application for a Policy...............................................  10
    Premiums...............................................................  11
    Guaranteed Death Benefit Premium.......................................  12
    Allocation of Net Premiums.............................................  12
    Dollar Cost Averaging Option...........................................  12
    Asset Reallocation Option..............................................  13
    Transfer of Accumulated Value..........................................  13
    Death Benefit..........................................................  14
       Death Benefit Examples..............................................  14
    Changes in Specified Amount............................................  14
       Increases...........................................................  15
       Decreases...........................................................  15

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                                                                            Page

THE POLICY (CONTINUED)
    Policy Values..........................................................  15
       Accumulated Value...................................................  15
       Cash Surrender Value................................................  15
       Net Cash Surrender Value............................................  15
    Determination of Accumulated Value.....................................  15
    Policy Loans...........................................................  16
    Benefits at Maturity...................................................  16
    Surrender..............................................................  16
    Partial Withdrawal Benefits............................................  17
    Right to Examine a Policy--Free-Look Right.............................  17
    Lapse..................................................................  17
    Reinstatement..........................................................  18

CHARGES AND DEDUCTIONS.....................................................  18
    Premium Tax............................................................  18
       State and Local Premium Tax Charge..................................  18
    Deductions from Accumulated Value......................................  18
    Cost of Insurance......................................................  18
    Deductions from the Variable Accounts..................................  19
       Administrative Charge...............................................  19
       Mortality and Expense Risk Charge...................................  19
       Surrender Charge....................................................  19
    Corporate and Other Purchasers.........................................  19
    Other Charges..........................................................  20
    Guarantee of Certain Charges...........................................  20

OTHER INFORMATION..........................................................  20
    Federal Income Tax Considerations......................................  20
       Diversification Requirements........................................  20
       Tax Treatment of Policies...........................................  20
       Conventional Life Insurance Policies................................  21
       Modified Endowment Contracts........................................  21
       Reasonableness Requirements for Charges.............................  22
       Other...............................................................  22
       Charge for Security Benefit Income Taxes............................  22
    Voting of Fund Shares..................................................  22
    Disregard of Voting Instructions.......................................  23
    Report to Owners.......................................................  23
    Substitution of Investments............................................  23
    Changes to Comply With Law.............................................  24

PERFORMANCE INFORMATION....................................................  24

THE FIXED ACCOUNT..........................................................  24
    General Description....................................................  24
    Death Benefit..........................................................  25
    Policy Charges.........................................................  25
    Transfers, Surrenders, Withdrawals, and Policy Loans...................  25

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                                                                            Page

MORE ABOUT THE POLICY......................................................  25
    Ownership..............................................................  25
       Joint Owners........................................................  25
    Beneficiary............................................................  25
    Exchange of Insured....................................................  26
    Exchange of Policy During First 24 Months..............................  26
    The Contract...........................................................  26
    Payments...............................................................  26
    Assignment.............................................................  26
    Errors on the Application..............................................  27
    Incontestability.......................................................  27
    Payment in Case of Suicide.............................................  27
    Participating..........................................................  27
    Policy Illustrations...................................................  27
    Payment Plan...........................................................  27
    Distribution of the Policy.............................................  27

MORE ABOUT SECURITY BENEFIT................................................  28
    Management.............................................................  28
    State Regulation.......................................................  29
    Telephone Transfer Privileges..........................................  30
    Legal Proceedings......................................................  30
    Legal Matters..........................................................  30
    Registration Statement.................................................  30
    Experts................................................................  30
    Financial Statements...................................................  30

APPENDIX...................................................................  67

ILLUSTRATIONS..............................................................  68

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

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


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

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

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

CASH SURRENDER VALUE - The Accumulated Value less the surrender charge.

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

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

GUARANTEED  DEATH  BENEFIT  PREMIUM - A Planned  Periodic  Premium  in an amount
specified by Security Benefit which, if paid in advance, will keep the Policy in
force  during the first ten Policy  Years  (first five Policy Years for policies
issued in the Commonwealth of Massachusetts) even if Net Cash Surrender Value is
insufficient to cover the monthly deduction on any Monthly Payment Date.

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

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

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

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

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

NET CASH SURRENDER VALUE - Cash Surrender Value less Policy Debt.

PLANNED PERIODIC PREMIUM - The premium  determined by the Policyowner as a level
amount planned to be paid at fixed  intervals  over a specified  period of time.
The annual Planned  Periodic Premium is used in the measurement of the surrender
charge. It is shown in the Policy.

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

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

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

SPECIFIED AMOUNT - The amount  determined by Security Benefit based upon the Age
of the Insured,  the Planned Periodic Premium and, if the medical or paramedical
underwriting method is used, the underwriting class of the Insured. In addition,
for Policies issued in Illinois, New Jersey, Oregon and Texas, the gender of the
Insured is a factor in determining the Specified  Amount.  The Specified  Amount
may be increased or decreased under certain circumstances.

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

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

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                                        5

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                              SUMMARY OF THE POLICY

     This  summary  is  intended  to  provide  a  brief  overview  of  the  more
significant aspects of the Policy. Further detail is provided in this prospectus
and in the Policy.  Unless the context  indicates  otherwise,  the discussion in
this summary and the remainder of the  prospectus  relates to the portion of the
Policy involving the Separate  Account.  The Fixed Account is briefly  described
under "The Fixed Account," on page 24 and in the Policy.

PURPOSE OF THE POLICY

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

POLICY VALUES

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

     Depending on the investment  experience of the selected Variable  Accounts,
the Accumulated Value may increase or decrease on any day. The death benefit may
also  increase  or  decrease  depending  upon  several  factors,  and will never
decrease below the Specified Amount provided the Policy is in force. There is no
guarantee that the Policy's  Accumulated  Value and death benefit will increase.
The  Policyowner  bears the investment  risk on that portion of the net premiums
and Accumulated Value allocated to the Separate Account.

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

THE DEATH BENEFIT

     The Policy  provides a death benefit  equal to the Specified  Amount of the
Policy plus the  Accumulated  Value  (determined as of the date of the Insured's
death)  or,  if  greater,  Accumulated  Value  multiplied  by  a  death  benefit
percentage. See "Death Benefit," page 14.

PREMIUM FEATURES

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

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of  time;  however,  a  Policyowner  is not  required  to pay  Planned  Periodic
Premiums.  Security  Benefit will determine the Policy's  Specified Amount based
upon the Age of the Insured, the Planned Periodic Premium and, if the medical or
paramedical  underwriting method is used, the underwriting class of the Insured.
In addition,  for Policies issued in Illinois, New Jersey, Oregon and Texas, the
gender of the Insured is a factor in determining the Specified Amount.  Premiums
may be paid  monthly  under the  Secur-O-Matic  plan where the Owner  authorizes
Security  Benefit to withdraw  premiums from the Owner's checking account on the
7th, 14th, 21st or 28th day of each month.  The minimum initial premium required
must be paid before the Secur-O-Matic plan will be accepted by Security Benefit.

     The amount,  frequency,  and period of time over which a  Policyowner  pays
premiums may affect  whether or not the Policy will be  classified as a Modified
Endowment  Contract,  which  is a type of life  insurance  contract  subject  to
different  tax  treatment  for  certain   pre-death   distributions.   For  more
information on the tax treatment of life insurance  contracts,  including  those
classified   as  Modified   Endowment   Contracts,   see  "Federal   Income  Tax
Considerations," page 20.

     Payment of the Planned  Periodic  Premiums will not guarantee that a Policy
will remain in force unless the Guaranteed  Death Benefit Premium has been paid.
Instead, the duration of the Policy depends upon the Policy's Accumulated Value.
Even if Planned  Periodic  Premiums are paid, the Policy will lapse any time Net
Cash Surrender Value is insufficient to pay the current monthly  deduction and a
Grace Period expires without sufficient payment. Any premium payment must be for
at least  $25 and the  minimum  Planned  Periodic  Premium  is $100  per  month.
Security  Benefit also may reject or limit any premium payment that would result
in an immediate increase in the net amount at

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                                        6

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risk under the Policy, although such a premium may be accepted with satisfactory
evidence of insurability.

ALLOCATION OPTIONS

     The Variable  Accounts  invest in  portfolios of a mutual fund which offers
the  Policyowner  the  opportunity  to  direct  Security  Benefit  to  invest in
diversified  portfolios  of  stocks,  bonds,  money  market  instruments,  or  a
combination of these  securities,  or in securities of foreign issuers.  Each of
the Variable  Accounts invests  exclusively in shares of a designated  portfolio
("Series")  of the SBL Fund (the  "Fund").  There are eleven Series of the Fund,
each of which has a different  investment  objective.  The Variable Accounts and
the  corresponding  series of the Fund are: the Growth Variable  Account (Series
A); the  Growth-Income  Variable  Account  (Series B); the Money Market Variable
Account (Series C); the Worldwide  Equity Variable  Account (Series D); the High
Grade Income Variable Account (Series E); the Social Awareness  Variable Account
(Series  S);  the  Emerging  Growth  Variable  Account  (Series  J);  the Global
Aggressive Bond Variable  Account (Series K); the Specialized  Asset  Allocation
Variable  Account  (Series M); the Managed  Asset  Allocation  Variable  Account
(Series N); and the Equity Income  Variable  Account (Series O). See "SBL Fund,"
page 9. Security  Management  Company,  a subsidiary of Security  Benefit is the
Investment Adviser of each of the Series subject to the direction and control of
the Fund's  Board of  Directors.  The Adviser has engaged  Lexington  Management
Corporation  to serve as  Sub-Adviser  of  Series  D, and K, and T.  Rowe  Price
Associates,  Inc.  to serve as  Sub-Adviser  of  Series N and O. The  Investment
Manager   has   engaged   Meridian   Investment   Management   Corporation   and
Templeton/Franklin   Investment  Services,  Inc.  to  provide  certain  analytic
research services with respect to Series M.

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

TRANSFER OF ACCUMULATED VALUE

     The Policyowner may transfer Accumulated Value among the Variable Accounts,
and, subject to certain other limitations, between the Variable Accounts and the
Fixed  Account.  Transfers  may be made by telephone if the  Telephone  Transfer
section of the application or an Authorization  for Telephone  Requests form has
been properly  completed and signed and filed at Security Benefit's Home Office.
See "Transfer of Accumulated Value," page 13.

POLICY LOANS

     The Policyowner may borrow from Security Benefit an amount up to 75 percent
of the Policy's Net Cash Surrender  Value,  subject to a minimum loan of $1,000.
The  Policyowner  may  borrow an amount  in  excess  of 75  percent  of Net Cash
Surrender Value on Policies issued in certain states,  as required by applicable
state law. The Policy will be the only security  required for a Policy loan. See
"Policy Loans," page 16.

     The amount of any Policy Debt is subtracted  from the death benefit or from
the Cash Surrender Value upon surrender. See "Policy Loans," page 16. The Policy
will lapse when Net Cash Surrender  Value is  insufficient  to cover the current
monthly  deduction on a Monthly Payment Date, and a Grace Period expires without
a sufficient premium or repayment of Policy Debt.

FREE-LOOK RIGHT

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

SURRENDER RIGHT

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

PARTIAL WITHDRAWAL BENEFITS

     A Partial  Withdrawal  Benefit is  available  under the Policy.  Under this
Benefit,  a Policyowner  may make a "Partial  Withdrawal"  of Net Cash Surrender
Value  up to four  times  during  a  Policy  Year  provided  that,  among  other
restrictions,  the Partial  Withdrawal is for at least $500,  does not exceed 75
percent of Net Cash Surrender  Value,  and the Policy's Net Cash Surrender Value
after the withdrawal is at least $1,000. A Partial  Withdrawal will decrease the
death  benefit if the death benefit is greater than the  Specified  Amount.  See
"Partial Withdrawal Benefits," at page 17.

CHARGES AND DEDUCTIONS

PREMIUM TAX

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

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

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                                        7

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DEDUCTIONS FROM ACCUMULATED VALUE

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

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

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     * ADMINISTRATIVE  CHARGE:  Security Benefit deducts a daily  administrative
charge from the Assets of each  Variable  Account equal to an annual rate of .35
percent of the average daily net assets of each Variable Account.

     * MORTALITY  AND EXPENSE  RISK  CHARGE:  Security  Benefit  deducts a daily
charge from the assets of each Variable  Account for mortality and expense risks
assumed  by  Security  Benefit.  This  charge is equal to an annual  rate of .90
percent of the average daily net assets of each Variable Account.

SURRENDER CHARGE

     Security Benefit will assess a surrender charge against  Accumulated  Value
upon  surrender  of a Policy  during the first 14 Policy  Years.  The  surrender
charge is a percentage  of the lesser of the Policy's  annual  Planned  Periodic
Premium  or the  total  premium  payments  made to the  date of  surrender.  The
percentage  varies  depending upon the Age of the Insured on the date the Policy
is issued and the Policy Year in which the Policy is surrendered.

     The  operating  expenses  of the  Separate  Account  are  paid by  Security
Benefit. Investment advisory fees and operating expenses of the Fund are paid by
the Fund. For a description of these charges, see "Charges and Deductions," page
18.

TAX TREATMENT OF INCREASES IN ACCUMULATED VALUE

     The  Accumulated  Value under the Policy is  currently  subject to the same
federal  income tax  treatment  as the cash value  under  fixed life  insurance.
Therefore,  generally the  Policyowner  will not be deemed to be in constructive
receipt of the  Accumulated  Value unless and until the Policyowner is deemed to
be in receipt of a  distribution  from the Policy.  For  information  on the tax
treatment  of the  Policy and on the tax  treatment  of a  surrender,  a Partial
Withdrawal, or a Policy Loan, see "Federal Income Tax Considerations," page 20.

TAX TREATMENT OF DEATH BENEFIT

     The death benefit under the Policy is currently  subject to federal  income
tax treatment consistent with that of fixed life insurance. Therefore, generally
the  death  benefit  will be fully  excludable  from  the  gross  income  of the
Beneficiary   under  the  Internal   Revenue  Code.  See  "Federal   Income  Tax
Considerations," page 20.

THE FIXED ACCOUNT

     The Policyowner  may allocate all or a portion of net premium  payments and
transfer Accumulated Value to the Fixed Account.  Amounts allocated to the Fixed
Account  are  held in  Security  Benefit's  General  Account.  Security  Benefit
guarantees  that the  Accumulated  Value  allocated to the Fixed Account will be
credited  interest monthly at a rate equivalent to an effective annual rate of 4
percent.  In addition,  Security Benefit may in its sole discretion pay interest
in excess of the guaranteed amount. See "The Fixed Account," page 24.

CONTACTING SECURITY BENEFIT

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

           INFORMATION ABOUT SECURITY BENEFIT AND THE SEPARATE ACCOUNT

SECURITY BENEFIT LIFE INSURANCE COMPANY

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

     Security  Benefit  offers a complete  line of life  insurance  policies and
annuity contracts,  as well as financial and retirement services. It is admitted
to do business in the District of Columbia,  and in all states  except New York.
As of the end of 1995,  Security  Benefit had over $15 billion of life insurance
in force and total  assets of  approximately  $4.7  billion.  Together  with its
subsidiaries, Security Benefit has total funds under management of approximately
$5.7 billion.

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

SECURITY VARILIFE SEPARATE ACCOUNT

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

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                                        8

<PAGE>

in the Separate  Account are kept separate from the General  Account  assets and
other separate accounts of Security Benefit.

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

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

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

SBL FUND

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

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

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

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

     SERIES A - Amounts allocated to the Growth Variable Account are invested in
Series A. The  investment  objective  of Series A is to seek  long-term  capital
growth  by  investing  in a broadly  diversified  portfolio  of  common  stocks,
securities  convertible into common stocks,  preferred  stocks,  bonds and other
debt secuSERIES B - Amounts allocated to the Growth-Income  Variable Account are
invested in Series B. Series B seeks long-term growth of capital, with secondary
emphasis on income,  by  investing  in various  types of  securities,  including
common stocks,  convertible  securities,  preferred  stocks and debt securities.
Series B's  investments in debt  securities may include  securities  rated below
investment grade (commonly known as "junk bonds").

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

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                                        9

<PAGE>

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

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

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

     SERIES J - Amounts  allocated to the Emerging Growth  Variable  Account are
invested in Series J. The  investment  objective  of Series J is to seek capital
appreciation through investment in a broadly diversified portfolio of securities
which  may  include  common  stocks,   preferred  stocks,  debt  securities  and
securities convertible into common stocks.

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

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

     SERIES N - Amounts  allocated  to the  Managed  Asset  Allocation  Variable
Account are  invested in Series N. The  investment  objective  of Series N is to
seek a high  level of total  return  by  investing  primarily  in a  diversified
portfolio of debt and equity securities.

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

THE INVESTMENT ADVISER

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

                                   THE POLICY

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

APPLICATION FOR A POLICY

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

    Each  Policy  is  issued  with a Policy  Date,  which  is the  date  used to
determine the Monthly  Payment Date,  Policy  Months,  Policy Years,  and Policy
Monthly, Quarterly,  Semiannual and Annual Anniversaries.  If the application is
accompanied  by all or a portion  of the  initial  premium  and is  accepted  by
Security  Benefit,  the Policy  Date is  usually  the date the  application  and
premium  payment  were  received  at  Security  Benefit's  Home  Office.  If  an
application  is not  accompanied  by all or a  portion  of the  initial  premium
payment,  the Policy  Date is usually  the date the  application  

- --------------------------------------------------------------------------------
                                        10

<PAGE>

is accepted by Security Benefit.  Security Benefit first becomes obligated under
the Policy on the date the total initial  premium is received or on the date the
application is accepted,  whichever is later. Any monthly deductions due will be
taken on the Monthly Payment Date on or next following the date Security Benefit
becomes obligated. The initial premium must be received within 20 days after the
Policy is issued,  although Security Benefit may waive the 20-day requirement at
its  discretion.  If the initial  premium is not received or the  application is
rejected  by  Security  Benefit,  the Policy  will be  canceled  and any partial
premium received will be refunded.

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

     Insured's  are assigned to  underwriting  (risk)  classes which are used in
calculating the cost of insurance charges. In assigning Insureds to underwriting
classes,  Security Benefit will normally use the simplified  issue  underwriting
method, but may also use the medical or paramedical  underwriting  method, which
may  require  a  medical  examination  of a  proposed  Insured.  Other  forms of
underwriting may be used when deemed appropriate by Security Benefit.

PREMIUMS

     The  Policy is a  flexible-premium  policy,  and it  provides  considerable
flexibility,  subject to the limitations described below, to pay premiums at the
Policyowner's discretion. Security Benefit usually requires a Policyowner to pay
a minimum initial premium equal to 1/12 of the Guaranteed  Death Benefit Premium
for the first  Policy  Year,  which  will be based upon the  Policy's  Specified
Amount,  the Age of the Insured and, if the medical or paramedical  underwriting
method is used, the underwriting class of the Insured. In addition, for Policies
issued in Illinois, New Jersey, Oregon and Texas, the gender of the Insured is a
factor in determining the Guaranteed Death Benefit Premium. Thereafter,  subject
to the  limitations  described  below,  a Policyowner  may choose the amount and
frequency of premium payments. The Policy,  therefore,  provides the Policyowner
with the  flexibility  to vary  premium  payments to reflect  varying  financial
conditions.  Security  Benefit may reduce the minimum initial  premium  required
under certain circumstances, such as for a group or sponsored arrangements.

     When applying for a Policy, a Policyowner will determine a Planned Periodic
Premium that provides for the payment of level premiums over a specified  period
of time;  however,  the  Policyowner  is not  required to pay  Planned  Periodic
Premiums.  Security  Benefit will determine the Policy's  Specified Amount based
upon the Age of the Insured, the Planned Periodic Premium and, if the medical or
paramedical  underwriting method is used, the underwriting class of the Insured.
Premiums  may be paid  monthly  under  the  Secur-O-Matic  plan  where the Owner
authorizes  Security  Benefit to withdraw  premiums  from the  Owner's  checking
account  each  month on the 7th,  14th,  21st,  or 28th day of each  month.  The
minimum initial premium required must be paid before the Secur-O-Matic plan will
be accepted by Security Benefit.

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

     Payment of the Planned  Periodic  Premium will not guarantee  that a Policy
will  remain in force.  Instead,  the  duration of the Policy  depends  upon the
Policy's  Accumulated  Value.  Even if Planned  Periodic  Premiums are paid, the
Policy will lapse any time Net Cash Surrender  Value is  insufficient to pay the
current monthly deduction and a Grace Period expires without sufficient payment.
See "Guaranteed Death Benefit Premium," page 12 and "Lapse," page 17.

     Any  premium  payment  must be for at  least  $25 and the  minimum  Planned
Periodic  Premium is $100 per month.  Security  Benefit also may reject or limit
any premium payment that would result in an immediate increase in the net amount
at risk under the Policy,  although such a premium may be accepted with evidence
of insurability  satisfactory to Security Benefit. See "Cost of Insurance," page
18. A premium payment would result in an immediate increase in the net amount at
risk if the death benefit  under a Policy is, or upon  acceptance of the premium
would be,  equal to a  Policyowner's  Accumulated  Value  multiplied  by a death
benefit  percentage.  See "Death Benefit," page 14. If satisfactory  evidence of
insurability is not received,  the payment,  or portion thereof may be returned.
All or a portion of a premium  payment  will be  rejected  and  returned  to the
Policyowner  if it would exceed the maximum  premium  limitations  prescribed by
federal tax law.

     A premium tax will be deducted from each premium payment.  See "Charges and
Deductions,"  page 18. The  remainder of the premium,  known as the net premium,
will be  allocated  as  described  below  under  "Allocation  of Net  Premiums."
Additional  payments will first be treated as additional premium payments unless
a  Policyowner  indicates  that the payment is  repayment  of Policy  Debt.  Any
portion of a payment  that  exceeds the amount of Policy Debt will be applied as
an additional premium payment.

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                                       11

<PAGE>

GUARANTEED DEATH BENEFIT PREMIUM

     A Policyowner  may determine to pay the  Guaranteed  Death Benefit  Premium
which, if paid in advance,  according to the premium  frequency  selected by the
Policyowner will keep the Policy in force during the first ten Policy Years (the
first  five  Policy  Years  for   policies   issued  in  the   Commonwealth   of
Massachusetts)   even  if  during  that  period  Net  Cash  Surrender  Value  is
insufficient  to cover the monthly  deduction on any Monthly  Payment Date.  The
Guaranteed  Death Benefit  Premium is determined by Security  Benefit based upon
the  Policy's  Specified  Amount,  the Age of the Insured and, if the medical or
paramedical  underwriting method is used,  underwriting class of the Insured. In
addition,  for Policies issued in Illinois,  New Jersey,  Oregon and Texas,  the
gender of the Insured is a factor in determining  the  Guaranteed  Death Benefit
Premium.  Security Benefit will send a reminder notice if the amount of premiums
paid on a Policy, less outstanding Policy Debt and any Partial  Withdrawals,  is
less than an amount equal to the monthly  Guaranteed Death Benefit Premium times
the  number of Policy  Months  the  Policy  has been in force.  If the  required
payment is not made within 61 days,  measured  from the date of the notice,  the
Guaranteed  Death Benefit will no longer be in effect and may not be reinstated.
A Policy Loan taken in the first ten Policy  Years  (first five Policy Years for
policies issued in the Commonwealth of  Massachusetts)  may cause the Guaranteed
Death Benefit to terminate. As a result, the Policy will not have the protection
from lapse otherwise provided by the Guaranteed Death Benefit Premium during the
first ten Policy Years. See "Lapse," page 17.

ALLOCATION OF NET PREMIUMS

     In the  application for the Policy,  the  Policyowner  selects the Variable
Accounts or the Fixed  Account to which net premium  payments will be allocated.
During the Free-Look Period,  net premiums will be allocated to the Money Market
Variable  Account,  which  invests in Series C of the Fund  (except  for amounts
allocated to the Loan Account to secure a Policy loan).  The  Accumulated  Value
will be  automatically  allocated  according to the  Policyowner's  instructions
contained in the  application the later of 20 days after the Policy is issued or
45 days after the application is completed,  or, if longer,  upon receipt of the
minimum initial premium (the "Free-Look  Period").  Net premiums  received after
the Free-Look Period will be allocated upon receipt among the Variable  Accounts
and the Fixed Account according to the Policyowner's  most recent  instructions.
Available  allocation  alternatives include the eleven Variable Accounts and the
Fixed Account.

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

DOLLAR COST AVERAGING OPTION

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

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

     To elect the Dollar Cost Averaging Option,  the Policy's  Accumulated Value
must be at least $10,000 and a Dollar Cost Averaging Request in proper form must
be received by Security  Benefit at its Home Office.  A Policyowner may not have
in effect at the same time Dollar Cost Averaging and Asset Reallocation Options.
After Security  Benefit has received a Dollar Cost  Averaging  Request in proper
form at its Home Office,  Security  Benefit will transfer  Accumulated  Value in
amounts  designated  by the  Policyowner  from the  Variable  Account from which
transfers  are to be made to the  Variable  Account  or  Accounts  chosen by the
Policyowner.  The  minimum  amount  that may be  transferred  from any  Variable
Account is $100. After the Free-Look Period, the

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                                       12

<PAGE>

first  transfer  will be  effected  on the  monthly  or  quarterly  anniversary,
whichever corresponds to the period selected by the Policyowner,  of the date of
receipt at Security  Benefit's Home Office of a Dollar Cost Averaging Request in
proper  form,  until  the  total  amount  elected  has been  transferred,  until
Accumulated Value in the Variable Account from which transfers are made has been
depleted,  or until the Policy  enters the Grace  Period.  Amounts  periodically
transferred  under this option are not currently subject to any transfer charges
that may be imposed by Security Benefit.

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

     Accumulated  Value may also be dollar  cost  averaged  to or from the Fixed
Account,  provided  that  transfers  from the Fixed  Account do not  violate the
restrictions  on  transfers  from the Fixed  Account as  described in "The Fixed
Account," on page 24.

ASSET REALLOCATION OPTION

     Security  Benefit  currently  offers an  option  under  which  Policyowners
authorize  Security Benefit to automatically  transfer their  Accumulated  Value
each quarter to maintain a particular  percentage  allocation among the Variable
Accounts as selected by the Policyowner. The Accumulated Value allocated to each
Variable  Account  will grow or decline in value at  different  rates during the
quarter and Asset Reallocation  automatically  reallocates the Accumulated Value
in the  Variable  Accounts  each  quarter  to  the  allocation  selected  by the
Policyowner.  Asset Reallocation is intended to transfer  Accumulated Value from
those Variable  Accounts that have increased in value to those Variable Accounts
that have  declined in value.  Over time,  this method of  investing  may help a
Policyowner  maintain  an  allocation  of  Accumulated  Value at levels that the
Policyowner  has  selected  consistent  with  his  or  her  personal  goals  and
objectives.  This reallocation  method does not guarantee  profits,  nor does it
assure that a Policyowner will not have losses.  It is possible that Accumulated
Value of an Owner who chooses  this  Option  may, at any time,  be less than the
Accumulated Value that the Owner would have experienced had this Option not been
selected.

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

     The Asset  Reallocation  Option will result in the transfer of  Accumulated
Value to one or more of the Variable Accounts on the date of Security  Benefit's
receipt of the Asset  Reallocation  Request in proper form and on each quarterly
anniversary of that date thereafter. The amounts transferred will be credited at
the  Accumulation  Unit Value as of the end of the Valuation  Dates on which the
transfers are effected.  Amounts periodically  transferred under this option are
not  currently  subject to any transfer  charges that may be imposed by Security
Benefit.

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

     Accumulated  Value  invested  in the Fixed  Account  may be included in the
Asset  Reallocation  Program,  provided that transfers from the Fixed Account do
not violate the restrictions on transfers from the Fixed Account as described in
"The Fixed Account" on page 24.

TRANSFER OF ACCUMULATED VALUE

     Accumulated  Value may be transferred  after the Free-Look Period among the
Variable  Accounts by the  Policyowner  upon proper written  request to Security
Benefit's Home Office.  Transfers  (other than transfers in connection  with the
Dollar Cost Averaging or Asset Reallocation Options) may be made by telephone if
the  Telephone  Transfer  section of the  application  or an  Authorization  for
Telephone  Requests  form has been  properly  completed  and signed and filed at
Security

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                                       13

<PAGE>

Benefit's Home Office.  The minimum amount that may be transferred is $500 or if
less,  the total  Accumulated  Value in the Variable  Account,  except that this
minimum does not apply to transfers  under the Dollar Cost  Averaging  and Asset
Reallocation  Options.  Currently,  there are no  limitations  on the  number of
transfers  between  Variable  Accounts,  nor any minimum  amount  required to be
remaining in a given Variable Account after a transfer (except as required under
the Dollar Cost Averaging and Asset Reallocation Options).  However, no transfer
may be made if a Policy is in the Grace  Period and a payment  required to avoid
lapse is not paid.  See "Lapse," page 17. No charges are currently  imposed upon
such transfers;  however,  Security Benefit reserves the right to allow six free
transfers  in any  Policy  Year  and to  charge  up to $25 for  each  additional
transfer.  Security Benefit further reserves the right at a future date to limit
the size of transfers and  remaining  balances to limit the number and frequency
of transfers, and to discontinue telephone transfers.

     Accumulated  Value may also be transferred  after the Free-Look Period from
the Variable  Accounts to the Fixed Account;  however,  transfers from the Fixed
Account to the  Variable  Accounts  are  restricted  as  described in "The Fixed
Account," page 24.

DEATH BENEFIT

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

     For so long as the Policy  remains in force,  Security  Benefit will,  upon
proof  of the  death  of an  Insured,  pay  death  benefit  proceeds  to a named
Beneficiary.  Death benefit proceeds will consist of the death benefit under the
Policy reduced by any outstanding  Policy Debt (and, if in the Grace Period, any
overdue chaThe death benefit will be equal to the Specified Amount of the Policy
plus the  Accumulated  Value  (determined as of the end of the Valuation  Period
during which the Insured dies) or, if greater, Accumulated Value multiplied by a
death benefit  percentage.  The death benefit  percentages vary according to the
Age of the  Insured  and will be at least  equal to the cash value  corridor  in
Section 7702 of the Internal  Revenue Code,  which addresses the definition of a
life  insurance  policy for tax purposes.  The death  benefit  percentage is 250
percent for an Insured at Age 40 or under, and it declines for older Insureds. A
table  showing  the  death  benefit  percentages  is in  the  Appendix  to  this
Prospectus and in the Policy.  The death benefit will always vary as Accumulated
Value varies. Therefore,  favorable investment performance will be reflected, in
part, in increased insurance coverage.

     DEATH  BENEFIT   EXAMPLES.   The   following   examples   demonstrate   the
determination  of the death  benefit  under two Policies -- Policies I and II --
with the same Specified Amount,  but Accumulated  Values that vary as shown, and
which  assume an  Insured  is Age 40 at the time of death  and that  there is no
outstanding Policy Debt.

                                         POLICY I    POLICY II
                                         --------    ---------

Specified Amount                         $100,000     $100,000
Accumulated Value on Date of Death       $ 50,000     $ 75,000
Death Benefit Percentage                     250%         250%
Death Benefit                            $150,000     $187,500

     The death benefit for Policy I is equal to $150,000 since the death benefit
is the greatest of Specified Amount plus Accumulated Value ($100,000 + $50,000 =
$150,000) or the Accumulated  Value  multiplied by the death benefit  percentage
($50,000 x 250% = $125,000).  In contrast,  in Policy II, the Accumulated  Value
multiplied  by the death  benefit  percentage  ($75,000  x 250% =  $187,500)  is
greater than the Specified Amount plus  Accumulated  Value ($100,000 + $75,000 =
$175,000), so the death benefit is equal to the higher value.

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

CHANGES IN SPECIFIED AMOUNT

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

     Any request for an increase or decrease in Specified Amount must be made by
written  application to Security Benefit's Home Office. It will become effective
on the Monthly Payment Date on or next following Security

- --------------------------------------------------------------------------------
                                       14

<PAGE>

Benefit's  acceptance  of the request.  If the  Policyowner  is not the Insured,
Security Benefit will also require the consent of the Insured before accepting a
request.

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

     DECREASES.  Any decrease in  Specified  Amount will first be applied to the
most recent  increases,  then the next most recent increases  successively,  and
finally to the original  Specified  Amount.  A decrease will not be permitted if
the  Specified  Amount  would  fall below  $10,000,  although  Security  Benefit
reserves  the  right  to  waive  the  minimum  Specified  Amount  under  certain
circumstances,  such as for  group  or  sponsored  arrangements.  No  charge  is
currently  made in  connection  with a decrease.  If a decrease in the Specified
Amount would result in total  premiums paid  exceeding  the premium  limitations
prescribed  under tax law to qualify  the Policy as a life  insurance  contract,
Security Benefit will refund the Policyowner the amount of such excess above the
premium limitations.

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

POLICY VALUES

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

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

     CASH SURRENDER  VALUE.  The Cash  Surrender  Value of the Policy equals the
Accumulated  Value less the surrender  charge.  Thus, the Accumulated Value will
exceed the Policy's Cash Surrender Value by the amount of the surrender  charge.
Once the surrender charge has expired, the Accumulated Value will equal the Cash
Surrender Value.

     NET CASH SURRENDER VALUE. The Net Cash Surrender Value of the Policy equals
the Cash  Surrender  Value  less any  outstanding  Policy  Debt.  The  Owner can
surrender  a Policy at any time while the  Insured is living and receive its Net
Cash Surrender Value. See "Surrender," page 16.

DETERMINATION OF ACCUMULATED VALUE

     Although  the  death  benefit  under a Policy  can  never be less  than the
Policy's  Specified  Amount,  the  Accumulated  Value will vary to a degree that
depends upon several factors,  including investment  performance of the Variable
Accounts to which Accumulated Value has been allocated, payment of premiums, the
amount of any  outstanding  Policy Debt,  Partial  Withdrawals,  and the charges
assessed  in  connection  with  the  Policy.  There  is  no  guaranteed  minimum
Accumulated  Value and the Policyowner bears the entire investment risk relating
to the investment  performance of  Accumulated  Value  allocated to the Variable
Accounts.

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

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

     The accumulation  unit value of each Variable  Account's unit initially was
$10. The unit value of a Variable Account on any Valuation Date is calculated by
adjusting the unit value from the previous Valuation Date for (1) the investment
performance  of the  Variable  Account,  which  is  based  upon  the  investment
performance  of the  corresponding  Series of the  Fund,  (2) any  dividends  or
distributions paid by the corresponding  Series,  (3) the charges,  if any, that
may be assessed by Security Benefit for

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                                       15

<PAGE>

income taxes  attributable  to the  operation of the average daily net assets of
the Variable  Account,  (4) the mortality and expense risk charge  deducted from
the average daily net assets of the Variable Account and (5) the  administrative
charge deducted from the average daily net assets of the Variable Account.

POLICY LOANS

     The Policyowner may borrow money from Security  Benefit using the Policy as
the  only  security  for the loan by  submitting  a proper  written  request  to
Security  Benefit's  Home  Office.  A loan may be taken  any time a Policy is in
force.  The  minimum  loan that can be taken at any time is $1,000.  The maximum
amount that can be borrowed at any time is 75 percent of Cash  Surrender  Value.
The  Policyowner  may borrow an amount in excess of 75 percent of Cash Surrender
Value on Policies issued in certain states, as required by applicable state law.

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

     For Policy Debt  outstanding  during the first ten Policy Years, the Policy
loan  interest  rate is 8.0  percent  per year and for Policy  Debt  outstanding
thereafter  is currently  6.0 percent per year  (Security  Benefit  reserves the
right to charge up to 6.5 percent per year),  which is  equivalent  to an annual
effective rate of 8.0 percent and 6.0 percent,  respectively.  Security  Benefit
will credit  interest  monthly on amounts held in the Loan Account to secure the
loan at an annual rate of 6.0 percent.

     The Owner may repay all or part of the loan at any time while the Policy is
in force.  The  minimum  repayment  amount is the lesser of $50 or the amount of
Policy Debt.  Interest on a loan is accrued daily, and is due for the prior year
on each Policy  Anniversary.  If interest is not paid when due, it will be added
to the amount of the loan  principal  and interest will begin  accruing  thereon
from that date. An amount equal to the loan interest charged will be transferred
to  the  Loan  Account  from  the  Variable  Accounts  and  Fixed  Account  on a
proportional basis.

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

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

     A loan may  affect the  length of time the  Policy  remains  in force.  The
Policy will lapse when Net Cash  Surrender  Value is  insufficient  to cover the
monthly deduction against the Policy's  Accumulated Value on any Monthly Payment
Date,  and the minimum  payment  required  is not made during the Grace  Period.
Moreover,  the Policy may enter the Grace  Period  more  quickly  when a loan is
outstanding,  because the loaned  amount is not  available  to cover the monthly
deduction.  Additional  payments or repayment of a portion of Policy Debt may be
required to keep the Policy in force. See "Lapse," page 17.

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

     For  information  on the tax  treatment of loans,  see "Federal  Income Tax
Considerations," page 20.

BENEFITS AT MATURITY

     If the  Insured  is living on the Policy  Anniversary  next  following  the
Insured's Age 95, Security Benefit will pay to the Policyowner,  as an endowment
benefit,  the Net Cash Surrender Value.  Payment  ordinarily will be made within
seven days of the Policy  Anniversary,  although  payments  may be  postponed in
certain circumstances. See "Payments," page 26.

SURRENDER

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

     A Policyowner may surrender a Policy by sending a written request  together
with the  Policy  to  Security  Benefit's  Home  Office.  The  proceeds  will be
determined as of the end of the Valuation  Period during which the request for a
surrender is received. A Policyowner may elect to have the proceeds paid in cash
or applied  under a payment plan offered under the Policy.  See "Payment  Plan,"
page 27. For  information  on the tax  effects of a surrender  of a Policy,  see
"Federal Income Tax Considerations," page 20.

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                                       16

<PAGE>

PARTIAL WITHDRAWAL BENEFITS

     Security  Benefit  offers  a  partial   surrender   benefit  by  which  the
Policyowner  can obtain a portion of the Net Cash Surrender  Value:  the Partial
Withdrawal  Benefit.  The Partial Withdrawal Benefit may be exercised up to four
times  during  any  Policy  Year and is  available  at any time the Policy is in
force. A Partial Withdrawal must be for at least $500, may not exceed 75 percent
of Net Cash Surrender Value, and the Policy's Net Cash Surrender Value after the
withdrawal  must be at least  $1,000.  A  Policyowner  may withdraw an amount in
excess of 75 percent of Net Cash Surrender Value from Policies issued in certain
states, as required by applicable state law.

     The  Policyowner  may make a  Partial  Withdrawal  by  submitting  a proper
written request to Security  Benefit's Home Office.  As of the effective date of
any withdrawal, the Policyowner's Accumulated Value and Net Cash Surrender Value
will be reduced by the amount of the  withdrawal.  The amount of the  withdrawal
will be allocated  proportionately  to the  Policyowner's  Value in the Variable
Accounts and the Fixed Account unless otherwise requested by the Policyowner. If
the Insured dies after the request for a withdrawal is sent to Security  Benefit
and prior to the withdrawal being effected, the amount of the withdrawal will be
deducted  from the death  benefit  proceeds,  which will be  determined  without
taking into account the  withdrawal.  No fee is currently  charged for a Partial
Withdrawal.

     A Partial  Withdrawal  will not  change the  Specified  Amount of a Policy.
However, assuming that the death benefit is not equal to Accumulated Value times
a death benefit percentage, the Partial Withdrawal will reduce the death benefit
by the amount of the  Partial  Withdrawal.  To the  extent the death  benefit is
based upon the Accumulated Value times the death benefit  percentage  applicable
to the Insured,  a Partial Withdrawal may cause the death benefit to decrease by
an  amount  greater  than the  amount  of the  Partial  Withdrawal.  See  "Death
Benefit," page 25.

     For information on the tax treatment of Partial  Withdrawals,  see "Federal
Income Tax Considerations," page 20.

RIGHT TO EXAMINE A POLICY--FREE LOOK RIGHT

     The  Policyowner  has a  Free-Look  Right,  under  which the  Policy may be
returned  within 20 days after the  Policyowner  receives  it, or within 45 days
after the Owner completes the application for insurance,  whichever is later. To
exercise the Free-Look  Right, the Policy can be mailed or delivered to Security
Benefit or its agent. The returned Policy will be treated as if Security Benefit
never issued it, and Security  Benefit will  promptly  refund the full amount of
the premium paid. If the Owner has taken a loan during a Free-Look  Period,  the
Policy  Debt will be deducted  from the amount  refunded.  During the  Free-Look
Period,  net premiums  will be allocated to the Money Market  Variable  Account,
which invests in Series C of the Fund (except for amounts  allocated to the Loan
Account to secure a Policy loan). See "Allocation of Net Premiums," page 12.

LAPSE

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

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

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                                       17

<PAGE>

REINSTATEMENT

     Security Benefit will reinstate a lapsed Policy (but not a Policy which has
been  surrendered  for its Net Cash  Surrender  Value) at any time within  three
years after the end of the Grace  Period,  but before the Maturity Date provided
Security  Benefit  receives the following:  (1) a written  application  from the
Policyowner;  (2) evidence of insurability satisfactory to Security Benefit; (3)
payment of all  monthly  deductions  that were due and  unpaid  during the Grace
Period (not required for reinstatement of Policies issued in Virginia);  and (4)
payment of a premium at least  sufficient  to keep the Policy in force for three
months after the date of reinstatement.

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

                             CHARGES AND DEDUCTIONS

PREMIUM TAX

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

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

DEDUCTIONS FROM ACCUMULATED VALUE

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

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

     In  reviewing  applications  for  Policies,  Security  Benefit  may use the
simplified   method  of   underwriting  on  certain   applications.   Simplified
underwriting  involves no medical or  paramedical  examination  of the  Insured.
Because the health  information  obtained on many  Insureds is limited  when the
simplified   underwriting  method  is  used,  this  method  presents  additional
mortality risks for Security Benefit. As a result, in determining the guaranteed
rates for the cost of  insurance,  Security  Benefit has assumed less  favorable
mortality  experience  than that  provided  in the 1980  Commissioners  Standard
Ordinary ("CSO") Mortality Tables, and has established guaranteed rates that are
130 percent of the Unisex  1980 CSO,  Mortality  Table B in all  states,  except
those states discussed below. If the guaranteed rates are in effect, Insureds in
a standard underwriting  classification will pay a higher cost of insurance than
if they had been medically  underwritten in an otherwise identical policy, which
may  be  viewed  as  charging  substandard  rates  for  Insureds  in a  standard
underwriting  classification.  However,  the current cost of insurance rates are
lower (i.e., less expensive) than the guaranteed rates.  These current rates are
less than or equal to 100 percent of the Unisex 1980 CSO,  Mortality  Table B in
all states,  except those states  discussed  below.  The cost of insurance  rate
generally increases with the Age of the Insured.

     The cost of insurance  rates for Policies  issued in Illinois,  New Jersey,
Oregon and Texas are different than the rates discussed above as required by the
insurance laws of those states. In those states the guaranteed cost of insurance
rates are 130 percent of the Male and Female 1980 CSO, and the current rates are
less than or equal to 100 percent of the Male and Female 1980 CSO.

     If there have been increases in the Specified Amount,  then for purposes of
calculating the cost of insurance  charge,  the Accumulated  Value will first be
applied to the initial  Specified  Amount.  If the Accumulated Value exceeds the
initial  Specified Amount divided by 1.0032737,  the excess will then be applied
to any increase in Specified Amount in the order of the increases.  If the death
benefit equals  Accumulated  Value  multiplied by the  applicable  death benefit
percentage,  any increase in Accumulated Value will cause an automatic  increase
in the death benefit.  The underwriting  class, if applicable,  and duration for
such increase will be the same as that used for the most recent

- --------------------------------------------------------------------------------
                                       18

<PAGE>

increase in Specified Amount (that has not been eliminated  through a subsequent
decrease in Specified Amount).

DEDUCTIONS FROM THE VARIABLE ACCOUNTS

     ADMINISTRATIVE  CHARGE.  Security  Benefit  deducts a daily  administrative
charge equal to an annual rate of .35 percent of the average daily net assets of
each  Variable  Account.  The  administrative  charge is assessed  to  reimburse
Security Benefit for the expenses associated with administration and maintenance
of the Policies. Security Benefit does not expect to profit from this charge.

     MORTALITY  AND  EXPENSE  RISK  CHARGE.  Security  Benefit  deducts  a daily
mortality  and expense risk charge equal to .90 percent of the average daily net
assets of each  Variable  Account for  mortality  and expense  risks  assumed by
Security Benefit.

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

     SURRENDER  CHARGE.  Security Benefit will assess a surrender charge against
Accumulated  Value upon  surrender of a Policy during the first 14 Policy Years.
The  surrender  charge is a  percentage  of the  lesser of the  Policy's  annual
Planned  Periodic  Premium  or the total  premium  payments  made to the date of
surrender. The percentage will vary based upon the Insured's Age on the date the
Policy  is  issued  and the  Policy  Year in which the  surrender  is made.  The
surrender charge percentage assessed upon surrenders is set forth below.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Insured's
  Age at                                                     Policy Year
Issuance
   of
 Policy      1        2       3       4       5       6       7       8       9       10      11      12     13     14    15
==============================================================================================================================

<S>        <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>    <C>    <C>
   0-1     18.00%   17.10%  16.20%  15.30%  14.40%  13.50%  12.60%  11.70%  10.80%   9.90%   9.00%   7.20%  5.40%  3.60%  0%
   2-10    19.00%   18.05%  17.10%  16.15%  15.20%  14.25%  13.30%  12.35%  11.40%  10.45%   9.50%   7.60%  5.70%  3.80%  0%
  11-18    20.00%   19.00%  18.00%  17.00%  16.00%  15.00%  14.00%  13.00%  12.00%  11.00%  10.00%   8.00%  6.00%  4.00%  0%
  19-25    21.00%   19.95%  18.90%  17.85%  16.80%  15.75%  14.70%  13.65%  12.60%  11.55%  10.50%   8.40%  6.30%  4.20%  0%
  26-32    22.00%   20.90%  19.80%  18.70%  17.60%  16.50%  15.40%  14.30%  13.20%  12.10%  11.00%   8.80%  6.60%  4.40%  0%
  33-38    23.00%   21.85%  20.70%  19.55%  18.40%  17.25%  16.10%  14.95%  13.80%  12.65%  11.50%   9.20%  6.90%  4.60%  0%
  39-45    24.00%   22.80%  21.60%  20.40%  19.20%  18.00%  16.80%  15.60%  14.40%  13.20%  12.00%   9.60%  7.20%  4.80%  0%
  46-52    25.00%   23.75%  22.50%  21.25%  20.00%  18.75%  17.50%  16.25%  15.00%  13.75%  12.50%  10.00%  7.50%  5.00%  0%
  53-59    26.00%   24.70%  23.40%  22.10%  20.80%  19.50%  18.20%  16.90%  15.60%  14.30%  13.00%  10.40%  7.80%  5.20%  0%
  60-67    27.00%   25.65%  24.30%  22.95%  21.60%  20.25%  18.90%  16.85%  14.20%  11.90%   9.85%   8.05%  6.50%  5.20%  0%
  68-75    28.00%   24.50%  20.25%  16.60%  13.45%  10.70%   8.40%   6.50%   4.90%   3.70%   2.70%   1.90%  1.30%  0.90%  0%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The following example illustrates the surrender charge calculation assuming
(i) a Planned Periodic Premium of $200 per month,  (ii) an Insured Age 40 on the
date of issuance of the Policy, and (iii) a surrender in the sixth Policy Month.
The  surrender  charge  percentage of 24 percent is applied to the lesser of the
annual  Planned  Periodic  Premium  of $2,400  ($200  per month  times 12 Policy
Months) or premium  payments  made to the date of the  surrender.  Assuming that
premium  payments  made to the date of surrender  totaled  $800,  the  surrender
charge would be $192 ($800 x 24%).

     If the  surrender  in the  above  example  were  made one year  later,  the
surrender  charge  percentage for a surrender in the second Policy Year would be
22.8 percent per the surrender  charge table above.  The Policy's annual Planned
Periodic  Premium  would be $2,400  ($200 x 12  Policy  Months).  Assuming  that
premium payments made to the date of the surrender exceeded the Planned Periodic
Premium, the surrender charge would be $547.20 ($2,400 x 22.8%).

     The purpose of the surrender  charge is to reimburse  Security  Benefit for
some of the expenses of distributing  the Policies.  Security Benefit may reduce
or waive the surrender  charge on Policies  sold to directors or employees  (and
their spouses and minor children) of Security Benefit and its affiliates.

CORPORATE AND OTHER PURCHASERS

     The Policy is available  for  individuals  and for  corporations  and other
institutions. Security Benefit may reduce the amount of the surrender charge, or
other  charges  where the  expenses  associated  with the sale of the  Policy of
Policies, or the underwriting or other administrative costs

- --------------------------------------------------------------------------------
                                       19

<PAGE>

associated with the Policy or Policies are reduced. Sales, underwriting or other
administrative  expenses may be reduced for reasons  such as expected  economies
resulting from a corporate  purchase or a group or sponsored  arrangement,  from
the  amount  of the  initial  premium  payment  or  payments,  or the  amount of
projected premium payments.

OTHER CHARGES

     Security Benefit may charge the Variable  Accounts for federal income taxes
incurred by Security  Benefit that are  attributable to the Separate Account and
its Variable  Accounts.  No such charge is currently  assessed.  See "Charge for
Security  Benefit Income Taxes," page 22. Security  Benefit will bear the direct
operating expenses of the Separate Account.

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

GUARANTEE OF CERTAIN CHARGES

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

                                OTHER INFORMATION

FEDERAL INCOME TAX CONSIDERATIONS

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

     Security Benefit believes that the Policy meets the statutory definition of
life insurance,  and hence will receive federal income tax treatment  consistent
with that of fixed life insurance.  Thus, the death benefit thereunder should be
excludable from the gross income of the Beneficiary  (whether the Beneficiary is
a  corporation,  individual  or other  entity)  under  Section  101(a)(1) of the
Internal Revenue Code ("IRC") for purposes of the regular federal income tax and
the Owner generally  should not be deemed to be in  constructive  receipt of the
cash  values,  including  increments  thereof,  under  the  Policy  until a full
surrender thereof,  maturity of the Policy, or Partial Withdrawal.  In addition,
certain  Policy  Loans may be taxable in the case of Policies  that are Modified
Endowment  Contracts.  Prospective  Policyowners  that intend to use Policies to
fund deferred compensation arrangements for their employees are urged to consult
their tax advisors with respect to the tax  consequences  of such  arrangements.
Prospective  corporate  Owners  should  consult  their  tax  advisors  about the
treatment of life insurance in their  particular  circumstances  for purposes of
the alternative minimum tax applicable to corporations and the environmental tax
under IRC Section 59A.

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

     While there should be no question  that,  for federal  income tax purposes,
the Series' shares underlying the Policies are owned by Security Benefit and not
by a  Policyowner  or any  Beneficiary,  no  representation  is or  can be  made
regarding the likelihood of the continuation of current  interpretations  by the
IRS.

     TAX TREATMENT OF POLICIES.  The Technical and Miscellaneous  Revenue Act of
1988 established a new class of life insurance contracts referred to as Modified
Endowment Contracts.  With the enactment of this legislation,  the Policies will
be treated for tax purposes in

- --------------------------------------------------------------------------------
                                       20

<PAGE>

one of two  ways.  Policies  that  are  not  classified  as  Modified  Endowment
Contracts will be taxed as conventional life insurance  contracts,  as described
below. Taxation of pre-death  distributions from Policies that are classified as
Modified  Endowment  Contracts  and that are  entered  into on or after June 21,
1988, is somewhat different, as described below.

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

     CONVENTIONAL  LIFE  INSURANCE  POLICIES.  If a  Policy  is  not a  Modified
Endowment Contract, upon full surrender or maturity of a Policy for its Net Cash
Surrender  Value,  the excess,  if any, of the Net Cash Surrender Value plus any
outstanding  Policy  Debt over the cost basis  under a Policy will be treated as
ordinary income for federal income tax purposes. Such a Policy's cost basis will
usually  equal the  premiums  paid less any  premiums  previously  recovered  in
Partial  Withdrawals.  (Under  Section 7702 of the IRC, if a Partial  Withdrawal
occurring  within 15 years of the Policy Date is  accompanied  by a reduction in
benefits under the Policy,  special rules apply to determine whether part or all
of the cash  received  is paid out of the income of the Policy and is  taxable.)
Cash distributed to a Policyowner on Partial Withdrawals  occurring more than 15
years  after  the  Policy  Date  will  be  taxable  as  ordinary  income  to the
Policyowner to the extent that it exceeds the cost basis under a Policy.

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

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

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

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

- --------------------------------------------------------------------------------
                                       21

<PAGE>

Contract shall be treated as being made in anticipation of the Policy's  failing
to meet the seven-pay premium test.

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

     REASONABLENESS  REQUIREMENT FOR CHARGES.  Another  provision of the tax law
deals with  allowable  charges for mortality  costs and other  expenses that are
used in making  calculations to determine  whether a contract  qualifies as life
insurance for federal income tax purposes.  For life insurance  policies entered
into on or after  October  21,  1988,  these  calculations  must be  based  upon
reasonable  mortality  charges  and  other  charges  reasonably  expected  to be
actually  paid.  The Treasury  Department is expected to promulgate  regulations
governing  reasonableness  standards for  mortality  charges.  Security  Benefit
believes that the mortality costs and other expenses used in making calculations
to determine  whether the Policy  qualifies as life  insurance  meet the current
requirements. It is possible that future regulations will contain standards that
would  require  Security  Benefit to modify its  mortality  charges used for the
purposes of the calculations in order to retain the  qualification of the Policy
as life insurance for federal income tax purposes, and Security Benefit reserves
the right to make any such modifications.

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

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

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

CHARGE FOR SECURITY BENEFIT INCOME TAXES

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

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

VOTING OF FUND SHARES

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

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

     Voting rights  attributable to the Policyowner's  Accumulated Value held in
each Variable Account for

- --------------------------------------------------------------------------------
                                       22

<PAGE>

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

DISREGARD OF VOTING INSTRUCTIONS

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

REPORT TO OWNERS

     A statement  will be sent at least  annually to each  Policyowner,  setting
forth  a  summary  of the  transactions  which  occurred  during  the  year  and
indicating the death benefit,  Specified  Amount,  Accumulated  Value,  Net Cash
Surrender Value,  and any Policy Debt. In addition,  the statement will indicate
the  allocation  of  Accumulated  Value among the Fixed Account and the Variable
Accounts and any other information  required by law.  Confirmations will be sent
out upon premium payments,  transfers, loans, loan repayments,  withdrawals, and
surrenders.  Confirmations will be sent quarterly upon certain premium payments,
loan  repayments,  withdrawals,  and  transfers  made on a periodic  basis,  for
example  transfers  made  pursuant  to  the  Dollar  Cost  Averaging  and  Asset
Reallocation  options and premiums deducted by Security Benefit from the Owner's
checking account.

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

SUBSTITUTION OF INVESTMENTS

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

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

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

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

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                                       23

<PAGE>

CHANGES TO COMPLY WITH LAW

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

                             PERFORMANCE INFORMATION

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

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

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

                                THE FIXED ACCOUNT

     Policyowners  may allocate  all or a portion of their net premium  payments
and transfer Accumulated Value to the Fixed Account of Security Benefit. Amounts
allocated to the Fixed Account become part of the "General  Account" of Security
Benefit, which supports insurance and annuity obligations.  Because of exemptive
and  exclusionary  provisions,  interests  in the  Fixed  Account  have not been
registered  under the Securities Act of 1933, and the Fixed Account has not been
registered as an investment  company under the  Investment  Company Act of 1940.
Accordingly,  neither the Fixed  Account nor any  interest  therein is generally
subject  to the  provisions  of these  Acts and,  as a result,  the staff of the
Securities  and Exchange  Commission  has not reviewed  the  disclosure  in this
prospectus  relating  to the  Fixed  Account.  Disclosures  regarding  the Fixed
Account may, however, be subject to certain generally  applicable  provisions of
the  federal  securities  laws  relating to the  accuracy  and  completeness  of
statements made in the prospectus. For more details regarding the Fixed Account,
see the Policy itself.

GENERAL DESCRIPTION

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

     The  Policyowner  may elect to allocate  net premium  payments to the Fixed
Account,  the Separate  Account,  or both.  The  Policyowner  may also  transfer
Accumulated  Value from the  Variable  Accounts of the  Separate  Account to the
Fixed Account,  or from the Fixed Account to the Variable  Accounts,  subject to
the  limitations   described  below.   Security  Benefit   guarantees  that  the
Accumulated  Value in the Fixed Account will be credited with a minimum interest
rate of .32737 percent per month,  compounded  monthly,  for a minimum effective
annual rate of 4 percent.  Such interest  will be paid  regardless of the actual
investment experience of the Fixed Account. In addition, Security Benefit may in
its sole discretion pay interest at a rate

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                                       24

<PAGE>

("Current  Rate")  that  exceeds 4  percent.  (The  portion  of a  Policyowner's
Accumulated Value that has been used to secure Policy Debt will be credited with
an  interest  rate of .48676  percent  per  month,  compounded  monthly,  for an
effective annual rate of 6 percent.)

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

DEATH BENEFIT

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

POLICY CHARGES

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

TRANSFERS, SURRENDERS, WITHDRAWALS, AND POLICY LOANS

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

     The Policyowner  may also make full  surrenders and Partial  Withdrawals to
the same extent as a Policyowner who has invested in the Variable Accounts.  See
"Surrender," page 16, and "Partial  Withdrawal  Benefits," page 17. Policyowners
allocating Accumulated Value in the Fixed Account may borrow up to 75 percent of
the  Net  Cash  Surrender  Value.  See  "Policy  Loans,"  page  16.   Transfers,
surrenders,  and  withdrawals  payable from the Fixed Account,  and Policy loans
made from Contract Value  allocated to the Fixed Account,  may be delayed for up
to six months.

                              MORE ABOUT THE POLICY

OWNERSHIP

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

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

BENEFICIARY

     The  Beneficiary is the individual  named as such in the application or any
later change shown in Security Benefit's records. The Policyowner may change the
Beneficiary  at any time  during the life of the  Insured by written  request on
forms provided by Security  Benefit,  which must be received by Security Benefit
at its Home  Office.  The change will be  effective  as of the date this form is
signed.  Contingent  and/or  concurrent  Beneficiaries  may be  designated.  The
Policyowner may designate a permanent Beneficiary, whose

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                                       25

<PAGE>

rights under the Policy  cannot be changed  without his or her  consent.  Unless
otherwise provided, if no designated Beneficiary is living upon the death of the
Insured, the Policyowner or the Policyowner's estate is the Beneficiary.

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

EXCHANGE OF INSURED

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

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

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

EXCHANGE OF POLICY DURING FIRST 24 MONTHS

     Policies  issued in Maryland  and North  Carolina  provide  that during the
first 24 months  following  the Policy Date,  if the Policy has not lapsed,  the
Policyowner  may exchange the Policy for a fixed-benefit  life insurance  policy
issued and made available for exchange by Security Benefit. The exchange will be
made  without  evidence of  insurability,  and the new policy will have the same
Specified  Amount,  Policy  Date,  Age,  and,  if  the  medical  or  paramedical
underwriting method is used, underwriting class for the Insured as the exchanged
Policy.

     An  exchange  will be  effective  on the  Monthly  Payment  Date  following
Security  Benefit's  receipt of written notice of the  Policyowner's  request to
exchange in proper form. Any outstanding Policy Debt must be repaid on or before
the effective date of the exchange.

THE CONTRACT

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

PAYMENTS

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

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

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

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

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

ASSIGNMENT

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

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                                       26

<PAGE>

Contract may generate taxable income. (See "Federal Income Tax  Considerations,"
page 20.)

ERRORS ON THE APPLICATION

     If the Age or sex of the  Insured  has been  misstated,  the death  benefit
under this Policy will be the  greater of that which would be  purchased  by the
most recent cost of insurance  charge at the correct Age or sex, if  applicable,
or the death  benefit  derived  by  multiplying  Accumulated  Value by the death
benefit percentage for the correct Age. If the Insured's Age or sex is misstated
in the application,  the Accumulated Value will be modified by recalculating all
prior  cost of  insurance  charges  and other  monthly  deductions  based on the
correct Age or sex, if applicable.  Because unisex cost of insurance rates apply
in most states,  an adjustment  will be made for a misstatement  of sex only for
policies  issued  in  Illinois,  New  Jersey,  Oregon  and  Texas.  See "Cost of
Insurance," page 18.

INCONTESTABILITY

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

PAYMENT IN CASE OF SUICIDE

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

PARTICIPATING

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

POLICY ILLUSTRATIONS

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

PAYMENT PLAN

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

DISTRIBUTION OF THE POLICY

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

     Security Benefit and SDI have agreements with various  broker/dealers under
which the broker/dealers are authorized to make available to their customers the
Policy.  The  registered  representatives  are required to be  authorized  under
applicable state regulations to sell Variable Life Insurance. The broker/dealers
are  required  to be  registered  with  the SEC and  members  of the  NASD.  The
compensation  payable to broker/dealers  under these agreements may vary, but is
not  expected to exceed 15 percent of premium  paid in the first Policy Year and
4.5 percent of premium paid thereafter.  Broker/dealers  may also receive annual
renewal compensation of up to .20 percent of Accumulated Value less Policy Debt,
depending  upon the  circumstances.  The  annual  renewal  compensation  will be
computed  and  payable  monthly.  In  addition,  Security  Benefit  may also pay
override payments,  expense allowances,  bonuses,  wholesaler fees, and training
allowances. Registered representatives earn commissions from the broker/dealers

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                                       27

<PAGE>

with  whom  they  are  affiliated  for  selling  Security  Benefit's   Policies.
Compensation  arrangements vary among  broker/dealers.  In addition,  registered
representatives  who meet specified  production levels may qualify,  under sales
incentive programs adopted by Security Benefit, to receive non-cash compensation
such as expense-paid trips,  expense-paid  educational seminars and merchandise.
Security Benefit makes no separate deductions,  other than previously described,
from premiums to pay sales commissions or sales expenses.

                            MORE ABOUT SECURITY BENEFIT

MANAGEMENT

     The directors and officers of Security  Benefit are listed below,  together
with  information as to their principal  occupations  during the past five years
and certain other current affiliations. Unless otherwise indicated, the business
address of each  director  and officer is c/o Security  Benefit  Life  Insurance
Company, 700 SW Harrison Street, Topeka, Kansas 66636-0001.

NAME AND POSITION                        PRINCIPAL OCCUPATION LAST FIVE YEARS

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

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

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

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

Melanie S. Fannin                        President, Kansas Southwestern Bell
Director                                 Telephone, Topeka, Kansas, since 1994;
220 SE 6th Street                        various legal positions, Southwestern
Topeka, KS 66603                         Bell Telephone Companies prior to 1994.

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

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

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

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

- --------------------------------------------------------------------------------
                                       28

<PAGE>

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

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

Jeffrey B. Pantages                      Senior Vice President and Chief
Senior Vice President and Chief          Investment Officer, Security Benefit
Investment Officer                       Life Insurance Company since April
                                         1992; Managing Director, Capital
                                         Management Group of The Prudential
                                         prior to April 1992.

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

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

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

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

James L. Woods                           Senior Vice President, Investments,
Senior Vice President                    Security Benefit Life Insurance Company

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

John D. Cleland                          President and Director, Security Mutual
Senior Vice President and                Funds since 1995 and Senior Vice
Chief Investment Strategist              President and Director, Security
                                         Management Company

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

Jeffrey B. Pantages                      President and Director, Security
                                         Management Company.

Donald E. Caum                           Director, Security Management Company.

James L. Woods                           Senior Vice President, Security
                                         Management Company

John D. Cleland                          Senior Vice President and Director,
                                         Security Management Company

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

STATE REGULATION

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

- --------------------------------------------------------------------------------
                                       29

<PAGE>

or his or her agents,  and  subject to full  examination  of Security  Benefit's
operations at periodic intervals.

TELEPHONE TRANSFER PRIVILEGES

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

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

     By  authorizing  telephone  transfers,  a Policyowner  authorizes  Security
Benefit to accept and act upon telephonic  instructions for transfers  involving
the Policyowner's  Policy, and agrees that neither Security Benefit,  nor any of
its affiliates will be liable for any loss, damages, cost, or expense (including
attorney's  fees) arising out of any requests  effected,  provided that Security
Benefit  complied with its  procedures.  As a result of this policy on telephone
requests,  the  Policyowner may bear the risk of loss arising from the telephone
transfer  privileges.  Security Benefit may discontinue,  modify, or suspend the
telephone transfer privilege at any time.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

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

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

REGISTRATION STATEMENT

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

EXPERTS

     The Financial Statements for Security Benefit and Security Varilife Account
in this Prospectus and in the Registration  Statement have been audited by Ernst
& Young LLP,  independent  auditors,  for the period  indicated in their reports
thereon,  appearing elsewhere herein and in the Registration Statement,  and are
included in reliance  upon such report given upon the  authority of such firm as
experts in accounting and auditing.

FINANCIAL STATEMENTS

     Financial  Statements of the Separate  Account for the year ended  December
31, 1995,  and for the period from August 15, 1994  (inception)  to December 31,
1994, and the Financial Statements of Security Benefit at December 31, 1995, and
1994 and for each of the three years in the period ended  December 31, 1995, are
set forth herewith starting on page 31. The most current financial statements of
Security  Benefit  are  those  as of the end of the  most  recent  fiscal  year.
Security  Benefit does not prepare  financial  statements on a basis  consistent
with and  comparable  to its annual  statements on an interim basis and believes
that any incremental  benefit to prospective  policyholders that may result from
preparing and delivering more current  financial  statements,  though unaudited,
does not  justify  the  additional  cost that would be  incurred.  In  addition,
Security  Benefit  represents  that there  have been no  adverse  changes in the
financial  condition or  operations of Security  Benefit  between the end of the
most current fiscal year and the date of this Prospectus.

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

- --------------------------------------------------------------------------------
                                       30

<PAGE>

                            Report of Independent Auditors

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

We have audited the accompanying balance sheet of Security Varilife Account (the
Company) as of December 31, 1995,  and the related  statements of operations and
changes in net assets for the year then ended and for the period from August 15,
1994  (inception)  to December  31, 1994.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our 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, 1995, 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 Security Varilife Account at
December  31,  1995,  and the results of its  operations  and changes in its net
assets  for the  year  then  ended  and for the  period  from  August  15,  1994
(inception)  to  December  31,  1994,  in  conformity  with  generally  accepted
accounting principles.

                                                               Ernst & Young LLP
Kansas City, Missouri
February 2, 1996

- --------------------------------------------------------------------------------
                                       31

<PAGE>

                            Security Varilife Account

                                  Balance Sheet

                                December 31, 1995


ASSETS
Investments:
  SBL Fund:
    Series A (Growth Series) - 9,542 shares at net asset value of
      $21.03 per share (cost, $188,265)                                 $200,674
    Series B (Growth-Income Series) - 1,786 shares at net asset
      value of $33.95 per share (cost, $51,626)                           60,637
    Series C (Money Market Series) - 11,884 shares at net asset
      value of $12.34 per share (cost, $146,444)                         146,644
    Series D (Worldwide Equity Series) - 3,050 shares at net
      asset value of $5.56 per share (cost, $16,409)                      16,956
    Series E (High Grade Income Series) - 3,030 shares at net
      asset value of $12.86 per share (cost, $37,070)                     38,971
    Series S (Social Awareness Series) - 194 shares at net asset
      value of $16.49 per share (cost, $3,172)                             3,191
    Series J (Emerging Growth Series) - 3,310 shares at net asset
      value of $16.06 per share (cost, $53,075)                           53,164
    Series M (Specialized Asset Allocation Series) - 121 shares at net
      asset value of $10.71 per share (cost, $1,282)                       1,296
                                                                        --------

Total assets                                                            $521,533
                                                                        ========

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

                            Security Varilife Account

                                  Balance Sheet

                                December 31, 1995


LIABILITIES AND NET ASSETS
Mortality guarantee payable                                             $  3,864
Net assets are represented by (NOTE 3):
                                             NUMBER       UNIT
                                            OF UNITS      VALUE
                                           -------------------------------------
Growth Series:
  Accumulation units                         15,410       $13.03         200,788
Growth-Income Series:
  Accumulation units                          4,874        12.41          60,488
Money Market Series:
  Accumulation units                         13,609        10.51         143,030
Worldwide Equity Series:
  Accumulation units                          1,630        10.38          16,923
High Grade Income Series:
  Accumulation units                          3,324        11.72          38,952
Social Awareness Series:
  Accumulation units                            256        12.45           3,191
Emerging Growth Series:
  Accumulation units                          4,518        11.73          53,001
Specialized Asset Allocation Series:
  Accumulation units                            122        10.63           1,296
                                                                        --------
Total liabilities and net assets                                        $521,533
                                                                        ========

SEE ACCOMPANYING NOTES.

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

                            Security Varilife Account

                Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1995

<TABLE>
<CAPTION>
                                                                                  HIGH                          SPECIALIZED
                                                  GROWTH-    MONEY    WORLDWIDE   GRADE     SOCIAL    EMERGING     ASSET
                                        GROWTH    INCOME     MARKET    EQUITY     INCOME   AWARENESS   GROWTH   ALLOCATION
                                        SERIES    SERIES     SERIES    SERIES     SERIES    SERIES     SERIES     SERIES
                                       -----------------------------------------------------------------------------------

<S>                                    <C>        <C>       <C>        <C>        <C>       <C>        <C>         <C>
Dividend distributions                 $    517   $   696   $    745   $     6    $   130   $   --     $    --     $   --
Expenses (NOTE 2):
  Mortality and expense risk fee         (3,396)   (2,008)    (5,196)   (1,312)      (526)     (31)     (2,876)       (50)
  Administrative fee                       (173)     (118)       (95)      (54)       (28)      (3)       (106)        (1)
                                       -----------------------------------------------------------------------------------
Net investment loss                      (3,052)   (1,430)    (4,546)   (1,360)      (424)     (34)     (2,982)       (51)

Capital gains distributions               2,178        --         --       363         --       --          --         --
Realized gain on investments              4,625       673        680     1,866         46        2       6,854         --
Unrealized appreciation
   (depreciation) on investments         12,377     9,011        (41)      544      1,900       19          58         14
                                       -----------------------------------------------------------------------------------
Net realized and unrealized gain on
   investments                           19,180     9,684        639     2,773      1,946       21       6,912         14
                                       -----------------------------------------------------------------------------------

Net increase (decrease) in net assets
  resulting from operations              16,128     8,254     (3,907)    1,413      1,522      (13)      3,930        (37)

Net assets at beginning of year           1,277        --     98,819       885        774       --         804         --
Variable account deposits
   (NOTES 2 AND 3)                      203,389    54,110    596,751    44,727     36,669    3,718      92,563      1,333
Terminations and withdrawals
   (NOTES 2 AND 3)                      (20,006)   (1,876)  (548,633)  (30,102)       (13)    (514)    (44,296)        --
                                       -----------------------------------------------------------------------------------
Net assets at end of year              $200,788   $60,488   $143,030   $16,923    $38,952   $3,191     $53,001     $1,296
                                       ===================================================================================
</TABLE>

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

                                  Security Varilife Account

                      Statement of Operations and Changes in Net Assets

                Period from August 15, 1994 (inception) to December 31, 1994

<TABLE>
<CAPTION>
                                                                 MONEY       WORLDWIDE     HIGH GRADE     EMERGING
                                                    GROWTH       MARKET        EQUITY        INCOME        GROWTH
                                                    SERIES       SERIES        SERIES        SERIES        SERIES
                                                    --------------------------------------------------------------

<S>                                                 <C>         <C>            <C>          <C>            <C>
Expenses (NOTE 2):
   Mortality and expense risk fee                   $   (4)     $   (92)       $ (4)        $ (2)          $ (1)
   Administrative fee                                  (10)        (236)        (10)          (4)            (4)
                                                    --------------------------------------------------------------
Net investment loss                                    (14)        (328)        (14)          (6)            (5)

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

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

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

SEE ACCOMPANYING NOTES.

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

                              Security Varilife Account

                            Notes to Financial Statements

                               December 31, 1995 and 1994


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Varilife  Account  (the  Account)  is a separate  account of  Security
Benefit  Life  Insurance  Company  (SBL).  The Account is  registered  as a unit
investment  trust  under the  Investment  Company Act of 1940,  as amended.  All
activity  in the account  relates to Security  Elite  Benefit,  a variable  life
product sold by SBL. All deposits  received by the Account have been invested in
the SBL Fund, a mutual fund not otherwise  available to the public.  As directed
by the owners,  amounts  deposited may be invested in shares of Series A (Growth
Series - emphasis on capital  appreciation),  Series B  (Growth-Income  Series -
emphasis on capital  appreciation with secondary  emphasis on income),  Series C
(Money  Market  Series -  emphasis  on  capital  preservation  while  generating
interest  income),  Series D  (Worldwide  Equity  Series - emphasis on long-term
capital  growth  through  investment  in foreign and domestic  common stocks and
equivalents),  Series E (High Grade Income  Series - emphasis on current  income
with security of  principal),  Series S (Social  Awareness  Series - emphasis on
high total  return),  Series J  (Emerging  Growth  Series - emphasis  on capital
appreciation), and the following new series introduced on June 1, 1995:

    Series K (Global  Aggressive  Bond  Series),  with  emphasis on high current
    income and  secondary  emphasis on capital  appreciation  by  investing in a
    combination of foreign and domestic high yield securities.

    Series M (Specialized Asset Allocation Series),  with emphasis on high total
    return  consisting  of  capital  appreciation  and  current  income  through
    investment in a wide range of investment categories and market sectors, both
    domestic and foreign.

    Series N (Managed Asset Allocation  Series),  with emphasis on high level of
    total return by investing  primarily in a diversified  portfolio of debt and
    equity securities.

    Series O (Equity  Income  Series),  with  emphasis on  substantial  dividend
    income and capital  appreciation by investing  primarily in  dividend-paying
    common stocks of established companies.

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

                              Security Varilife Account

                            Notes to Financial Statements

                               December 31, 1995 and 1994


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

INVESTMENT VALUATION

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

The cost of investments  purchased and proceeds from investments sold during the
year ended December 31, 1995 and the period from August 15, 1994  (inception) to
December 31, 1994 were as follows:

                                  1995                         1994
                      ----------------------------------------------------------
                         COST OF       PROCEEDS       COST OF        PROCEEDS
                        PURCHASES     FROM SALES     PURCHASES      FROM SALES
                      ----------------------------------------------------------

Series A                $205,969      $  23,574      $    1,260       $   15
Series B                  54,955          4,002               -            -
Series C                 601,111        553,925         102,311        3,739
Series D                  45,130         31,469             897           15
Series E                  36,818            567             778            5
Series S                   3,718            548               -            -
Series J                  92,726         47,278             778            5
Series M                   1,334             52               -            -

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

                              Security Varilife Account

                      Notes to Financial Statements (continued)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  SECURITY VARILIFE ACCOUNT CONTRACT CHARGES

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

A deduction  for cost of  insurance  and cost of any riders is also made monthly
and is equal to a current cost of insurance rate multiplied by the net amount at
risk under a policy at the beginning of the policy month. The net amount at risk
for these  purposes  is equal to the  amount  of death  benefit  payable  at the
beginning of the policy month divided by 1.0032737 less the accumulated value at
the  beginning of the month.  These charges were  insignificant  during 1995 and
1994.

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

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

                              Security Varilife Account

                      Notes to Financial Statements (continued)


3.  SUMMARY OF UNIT TRANSACTIONS

Unit  transactions  for the year ended December 31, 1995 and for the period from
August 15, 1994 (inception) to December 31, 1994 were as follows:

                                           1995             1994
                                         -------------------------
Growth Series:
  Account deposits                        16,861              132
  Terminations and withdrawals             1,583                -
Growth-Income Series:
  Account deposits                         5,030                -
  Terminations and withdrawals               156                -
Money Market Series:
  Account deposits                        40,855            7,847
  Terminations and withdrawals            35,093                -
Worldwide Equity Series:
  Account deposits                         4,059               93
  Terminations and withdrawals             2,522                -
High Grade Income Series:
  Account deposits                         3,285               77
  Terminations and withdrawals                38                -
Social Awareness Series:
  Account deposits                           299                -
  Terminations and withdrawals                43                -
Emerging Growth Series:
  Account deposits                         5,148               81
  Terminations and withdrawals               711                -
Specialized Asset Allocation Series:
  Account deposits                           126                -
  Terminations and withdrawals                 4                -

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

                         Report of Independent Auditors

The Board of Directors
Security Benefit Life Insurance Company

We have  audited  the  accompanying  balance  sheets of  Security  Benefit  Life
Insurance  Company  (the  Company)  as of December  31,  1995 and 1994,  and the
related  statements of operations,  surplus and cash flows for each of the three
years in the period ended December 31, 1995. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Security Benefit Life Insurance
Company at December 31, 1995 and 1994, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1995, in
conformity  with  generally  accepted  accounting  principles and with reporting
practices prescribed or permitted by the Kansas Insurance Department.

                                                               Ernst & Young LLP
Kansas City, Missouri
February 2, 1996

- --------------------------------------------------------------------------------
                                       40
<PAGE>

                     Security Benefit Life Insurance Company

                                 Balance Sheets


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

ASSETS
Investments (NOTES 2 AND 5):
  Fixed maturities, at amortized cost (fair value:
    1995 - $2,340,910; 1994 - $1,987,040)               $2,294,802   $2,160,550

  Equity securities:
    Preferred stock, at cost (fair value:  1995 - $4,490;
      1994 - $6,423)                                         4,044        5,979
    Common stock, at fair value (cost:  1995 - $8,309;
      1994 - $2,509)                                         8,346        3,071
                                                        ------------------------
                                                            12,390        9,050

  Affiliated entities                                       29,590       21,028

  Mortgage loans                                            70,777       90,509

  Real estate, less accumulated depreciation
    (1995 - $10,864; 1994 - $10,821):
      Home office properties                                10,027        9,953
      Investment properties                                 11,591       14,576
                                                        ------------------------
                                                            21,618       24,529

  Policy loans                                             100,452       92,130
  Short-term investments                                       992       50,406
  Other invested assets                                     40,309       27,402
                                                        ------------------------
Total investments                                        2,570,930    2,475,604

Cash and certificates of deposit                            12,059       10,820
Premiums deferred and uncollected                              856        9,101
Investment income due and accrued                           30,577       25,857
Other assets                                                16,894       14,088
Separate account assets (NOTE 3)                         2,065,306    1,517,627
                                                        ------------------------
                                                        $4,696,622   $4,053,097
                                                        ========================

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

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

LIABILITIES AND SURPLUS
  Policy reserves (NOTE 6):
    Life                                                $  337,289   $  355,338
    Annuity                                              2,006,799    1,963,066
    Accident and health                                      1,067        1,204
    Policy proceeds left at interest                        17,849       19,600
                                                        ------------------------
                                                         2,363,004    2,339,208

  Policy and contract claims                                 9,602        8,058
  Other policyholders' funds:
    Dividend accumulations                                  19,525       19,697
    Dividends payable in subsequent year                     2,604        2,787
    Premium deposit funds and other                          1,331        2,446
                                                        ------------------------
                                                            23,460       24,930

  Other liabilities, including income taxes of
    $9,851 in 1995 and $3,111 in 1994                       19,275       17,762
  Net transfers due from separate accounts (NOTE 3)        (38,615)     (40,034)
  Asset valuation reserve                                   33,478       27,834
  Interest maintenance reserve                              13,443        6,986
  Separate account liabilities (NOTE 3)                  2,065,306    1,517,627
                                                        ------------------------
  Total liabilities                                      4,488,953    3,902,371

  Commitments and contingencies (NOTES 6 AND 9)

  Surplus:
    Contingency surplus                                        900          900
    Unassigned surplus                                     206,769      149,826
                                                        ------------------------
  Total surplus                                            207,669      150,726
                                                        ------------------------
                                                        $4,696,622   $4,053,097
                                                        ========================

SEE ACCOMPANYING NOTES.

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

                     Security Benefit Life Insurance Company

                            Statements of Operations


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>          <C>          <C>
Revenues:
  Annuity considerations and deposits            $484,907     $530,530     $467,396
  Individual life premiums (NOTE 6)               (15,177)      49,837       59,373
  Group life and health premiums                   18,936       18,435       15,632
  Reinsurance premiums                                694          944          988
  Amortization of interest maintenance reserve      1,394        1,077          804
  Net investment income (NOTE 2)                  185,605      173,391      172,879
  Other income                                     32,722       27,972       26,431
                                                 -----------------------------------
Total revenues                                    709,081      802,186      743,503

Benefits and expenses:
  Death benefits                                   32,164       29,368       34,990
  Annuity benefits                                 36,902       36,587       41,743
  Accident and health and disability benefits       2,053        2,177        2,912
  Surrender benefits                              352,206      275,283      229,554
  Increase in reserves and funds for all policies 164,517      333,749      319,457
  Other benefits                                   13,811       12,126       13,407
  Commissions                                      34,979       39,059       41,116
  Other insurance operating expenses               32,699       31,994       29,226
                                                 -----------------------------------
Total benefits and expenses                       669,331      760,343      712,405
                                                 -----------------------------------

Gain from operations before dividends to
  policyholders, federal income taxes and net
  realized losses                                  39,750       41,843       31,098
Dividends to policyholders                          2,391        2,689        2,725
                                                 -----------------------------------
Gain from operations before federal income
  taxes and net realized losses                    37,359       39,154       28,373

Federal income taxes (NOTE 7)                       7,520       10,678        4,569
                                                 -----------------------------------
Gain from operations before net realized
  losses                                           29,839       28,476       23,804

Net realized losses (NOTE 2)                       (1,083)      (1,122)      (3,280)
                                                 -----------------------------------
Net income                                       $ 28,756     $ 27,354     $ 20,524
                                                 ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

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

                          Security Benefit Life Insurance Company

                                   Statements of Surplus


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>          <C>          <C>
Balance at beginning of year                     $150,726     $128,785     $106,000

Add (deduct):
  Net income                                       28,756       27,354       20,524
  Increase in asset valuation                      (5,644)      (2,958)      (4,854)
  Unrealized gain on investments                    2,571          546        6,027
  Reinsurance transaction, net of tax (NOTE 6)     33,270          ---          ---
  Other                                            (2,010)      (3,001)       1,088
                                                 -----------------------------------
                                                   56,943       21,941       22,785
                                                 -----------------------------------
Balance at end of year                           $207,669     $150,726     $128,785
                                                 ===================================
</TABLE>

SEE ACCOMPANYING NOTES.

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

                     Security Benefit Life Insurance Company

                            Statements of Cash Flows


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>        <C>          <C>
OPERATING ACTIVITIES
Net income                                       $ 28,756   $   27,354   $   20,524
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Increase in investment income due and
      accrued                                      (4,720)        (577)      (4,147)
    Increase in policy reserves                    23,796      163,700      138,931
    Accretion of discount on investments           (3,400)      (3,580)      (5,135)
    Amortization of premium on investments          9,725       15,623       16,440
    Reinsurance transaction, net of tax            33,270          ---          ---
    Other                                           8,399        1,529      (16,820)
                                                 -----------------------------------
Net cash provided by operating activities          95,826      204,049      149,793

INVESTING ACTIVITIES
Investments sold or matured:
  Fixed maturities                                566,887      460,070    1,251,398
  Equity securities                                10,242        3,830        2,103
  Mortgage loans                                   22,953       20,432       16,969
  Real estate                                       3,173        2,782        1,293
  Short-term investments                          229,871      834,082    2,416,685
  Other invested assets                            22,053        3,602        2,458
                                                 -----------------------------------
                                                  855,179    1,324,798    3,690,906

Acquisition of investments:
  Fixed maturities                                706,581      606,368    1,403,541
  Equity securities                                19,500        4,627          741
  Mortgage loans                                    2,939       33,516       12,021
  Real estate                                       1,511          554          448
  Short-term investments                          180,259      854,833    2,426,336
  Other invested assets                            30,654       17,036          875
                                                 -----------------------------------
                                                  941,444    1,516,934    3,843,962
Net increase in policy loans                       (8,322)      (5,579)      (2,212)
                                                 -----------------------------------
Net cash used in investing activities             (94,587)    (197,715)    (155,268)
                                                 -----------------------------------
Increase (decrease) in cash and certificates
  of deposit                                        1,239        6,334       (5,475)
Cash and certificates of deposit at beginning
  of year                                          10,820        4,486        9,961
                                                 -----------------------------------
Cash and certificates of deposit at end of
  year                                           $ 12,059   $   10,820   $    4,486
                                                 ===================================
</TABLE>

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

                     Security Benefit Life Insurance Company

                      Statements of Cash Flows (continued)


<TABLE>
<CAPTION>
                                                       YEAR ENDED DECEMBER 31
                                                   1995        1994         1993
                                                 -----------------------------------
                                                           (IN THOUSANDS)

<S>                                              <C>        <C>          <C>
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for federal income taxes               $  9,055   $    8,851   $    6,284
                                                 ===================================

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

SEE ACCOMPANYING NOTES.

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

                     Security Benefit Life Insurance Company

                          Notes to Financial Statements

                                December 31, 1995


1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Security  Benefit Life  Insurance  Company (the  Company) is a  Kansas-domiciled
mutual life insurance company licensed to sell insurance  products in 49 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 financial statements have been prepared on the basis of accounting practices
prescribed or permitted by the National  Association of Insurance  Commissioners
(NAIC) and the Kansas Insurance  Department.  "Prescribed"  statutory accounting
practices include state laws,  regulations and general  administrative rules, as
well as a variety of publications of the NAIC.  "Permitted" statutory accounting
practices  encompass all  accounting  practices  that are not  prescribed;  such
practices  may differ from state to state,  may differ  from  company to company
within a state,  and may  change in the  future.  The NAIC is  currently  in the
process of recodifying  statutory accounting  practices,  the result of which is
expected  to  constitute  the only  source of  prescribed  statutory  accounting
practices. Accordingly, that project, which is expected to be completed in 1997,
will likely change, to some extent,  prescribed statutory accounting  practices,
and may result in changes to the  accounting  practices that the Company uses to
prepare its  statutory  financial  statements.  Statutory  accounting  practices
presently are regarded as generally  accepted  accounting  principles for mutual
life insurance companies.

In April 1993,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of  Generally   Accepted   Accounting
Principles  to  Mutual  Life  Insurance  and  Other   Enterprises."  Under  this
Interpretation, financial statements of mutual life insurance companies prepared
on the basis of statutory accounting  principles no longer will be considered to
be prepared in conformity  with generally  accepted  accounting  principles.  In
January 1995, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 120,  "Accounting and Reporting by Mutual Life Insurance  Enterprises and by
Insurance  Enterprises for Certain Long-Duration  Participating  Contracts," and
the American  Institute of Certified Public  Accountants issued its Statement of
Position No. 95-1, "Accounting for Certain Insurance

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Activities  of  Mutual  Life  Insurance  Enterprises,"  which  define  generally
accepted   accounting   principles  for  mutual  life   insurance   enterprises.
Interpretation  No. 40,  SFAS No. 120 and  Statement  of  Position  No. 95-1 are
concurrently effective for fiscal years beginning after December 15, 1995.

The Company has not yet  determined  whether it will continue to file  statutory
financial  statements  with the Securities and Exchange  Commission as currently
permitted by Regulation S-X, Rule 7-02(b) or file financial  statements prepared
in accordance with all applicable authoritative  accounting  pronouncements that
define generally accepted accounting principles for all enterprises. The Company
has  assessed  the  impact  of FASB  Interpretation  No.  40,  SFAS No.  120 and
Statement of Position No. 95-1,  and  estimates  the adoption  will result in an
increase to surplus of approximately $100 million.

INVESTMENTS

Investments are valued as prescribed by the NAIC.

Fixed maturities are reported at cost,  adjusted for amortization of discount or
premium  using  the  effective  interest  method.  For   mortgage-backed   fixed
maturities,  anticipated  prepayments  are  considered  using  market  consensus
prepayment  speeds when  determining  the  amortization  of discount or premium.
Adjustments  to discount or premium  resulting  when actual  prepayments  differ
substantially  from estimates are  determined  using the  retrospective  method.
Preferred  stocks in good  standing  are  carried at cost.  Bonds and  preferred
stocks not in good  standing  are  carried at market  value.  Common  stocks are
valued at market except  investments in stocks of  unconsolidated  subsidiaries,
which are carried at cost adjusted to reflect subsequent operating results. Home
office  property  (including the portion  reported as investment real estate) is
reported at 1989 appraised value less  accumulated  depreciation as permitted by
the Kansas Insurance Department.  Investment real estate or property acquired in
satisfaction  of debt  is  reported  at the  lower  of  depreciated  cost,  less
encumbrances,  or estimated market value.  Other investments are reported on the
equity basis. Policy loans are stated at the aggregate unpaid balance.  Mortgage
loans on real estate are carried at the aggregate  unpaid  balance  adjusted for
any unamortized discount or premium.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

RESERVES FOR LIFE AND ANNUITY POLICIES

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

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

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECOGNITION OF PREMIUM REVENUES AND ACQUISITION COSTS

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

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

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

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

USE OF ESTIMATES

The  preparation  of  the  financial  statements  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.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECLASSIFICATIONS

Certain amounts in the 1994 and 1993 financial statements have been reclassified
to conform to the 1995 presentation.

2.  INVESTMENTS

Information as to the amortized cost, gross unrealized gains and losses and fair
values of the Company's  portfolio of fixed  maturities at December 31, 1995 and
1994 is as follows:

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 1995
                                          ----------------------------------------------------
                                                          GROSS         GROSS
                                          AMORTIZED     UNREALIZED    UNREALIZED      FAIR
                                             COST         GAINS         LOSSES        VALUE
                                          ----------------------------------------------------
                                                             (IN THOUSANDS)
<S>                                       <C>            <C>           <C>          <C>
U.S. Treasury securities and obligations
  of U.S. government corporations and
  agencies                                $    1,192     $   206       $    ---     $    1,398
Obligations of states and political
  subdivisions                                90,353       1,725            140         91,938
Corporate securities                       1,044,051      36,090         13,189      1,066,952
Mortgage-backed securities                 1,159,206      23,299          1,883      1,180,622
                                          ----------------------------------------------------
Totals                                    $2,294,802     $61,320       $ 15,212     $2,340,910
                                          ====================================================
</TABLE>

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

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

The  amortized  cost and fair value of debt  securities at December 31, 1995, by
contractual  maturity,  are shown below.  Expected  maturities  will differ from
contractual  maturities  because  borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

                                          AMORTIZED        FAIR
                                            COST           VALUE
                                          --------------------------
                                                (IN THOUSANDS)

Due in one year or less                   $   12,575    $     12,716
Due after one year through five years        239,718         244,165
Due after five years through 10 years        292,943         301,247
Due after 10 years                           590,360         602,160
                                          --------------------------
                                           1,135,596       1,160,288
Mortgage-backed securities                 1,159,206       1,180,622
                                          ==========================
                                          $2,294,802      $2,340,910
                                          ==========================

The cost and the fair values of the Company's equity  securities at December 31,
1995 and 1994 are as follows:

                                          DECEMBER 31, 1995
                            ----------------------------------------------
                                         GROSS         GROSS
                                       UNREALIZED    UNREALIZED     FAIR
                             COST        GAINS         LOSSES       VALUE
                            ----------------------------------------------
                                            (IN THOUSANDS)

Preferred stock             $ 4,044      $  446         $---       $ 4,490
Common stock                  8,309         123           86         8,346
                            ----------------------------------------------
                            $12,353      $  569         $ 86       $12,836
                            ==============================================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

                                          DECEMBER 31, 1994
                            ----------------------------------------------
                                         GROSS         GROSS
                                       UNREALIZED    UNREALIZED     FAIR
                             COST        GAINS         LOSSES       VALUE
                            ----------------------------------------------
                                            (IN THOUSANDS)

Preferred stock             $ 5,979      $  568         $124       $ 6,423
Common stock                  2,509         599           37         3,071
                            ----------------------------------------------
                            $ 8,488      $1,167         $161       $ 9,494
                            ==============================================

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

                                        1995         1994         1993
                                      ----------------------------------
                                                (IN THOUSANDS)

       Proceeds from sales            $293,864     $119,773     $891,044
       Gross realized gains              4,294        4,966       35,955
       Gross realized losses             2,971        4,813       21,375

The  composition  of the  Company's  portfolio of fixed  maturity  securities by
quality rating at December 31, 1995 is as follows:

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

               AAA                       $1,248,468        54.4%
               AA                           119,533         5.2
               A                            314,283        13.7
               BBB                          431,147        18.8
               Noninvestment grade          181,371         7.9
                                       --------------     ------
                                         $2,294,802       100.0%
                                       ==============     ======

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  26  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December  31, 1995 being in the states of Kansas  (36%)
and Texas (13%).

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

Major categories of net investment income are summarized as follows:

                                          1995          1994          1993
                                        -------------------------------------
                                                  (IN THOUSANDS)

Interest on fixed maturities            $165,742      $151,688      $150,930
Interest on mortgage loans                 7,656         7,552         7,835
Real estate income                         3,524         3,563         3,451
Interest on policy loans                   5,934         5,446         5,174
Dividends from subsidiary (NOTE 5)         4,200         5,200         8,300
Other                                      4,749         5,857         2,705
                                        -------------------------------------
Total investment income                  191,805       179,306       178,395

Investment expenses                        6,200         5,915         5,516
                                        -------------------------------------
Net investment income                   $185,605      $173,391      $172,879
                                        =====================================

The Company  did not hold any  investments  that  individually  exceeded  10% of
surplus at  December  31,  1995  except for  securities  guaranteed  by the U.S.
government or an agency of the U.S. government.

Net realized losses consist of the following:

                                           1995          1994          1993
                                        -------------------------------------
                                                 (IN THOUSANDS)

Fixed maturities                         $ 1,323       $   153       $14,580
Equity securities                            607           (62)       (5,179)
Other                                        566        (2,401)       (1,934)
                                        -------------------------------------
Total realized gains (losses)              2,496        (2,310)        7,467

Income tax expense (benefit)              (4,272)       (3,593)        1,937
                                        -------------------------------------
                                           6,768         1,283         5,530

Transferred to interest maintenance
  reserve, net of tax                      7,851        (2,405)       (8,810)
                                        -------------------------------------
                                         $(1,083)      $(1,122)      $(3,280)
                                        =====================================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


2.  INVESTMENTS (CONTINUED)

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest rate  fluctuations  to the extent that there is a difference
between the amount of the Company's interest-earning assets and interest-bearing
liabilities  that mature in specified  periods.  The principal  objective of the
Company's asset-liability  management activities is to provide maximum levels of
net interest  income while  maintaining  acceptable  levels of interest rate and
liquidity  risk and  facilitating  the funding needs of the Company.  To achieve
that objective, the Company uses financial futures instruments 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.

If a financial  futures  contract  that is used to manage  interest rate risk is
terminated  early or results in a single payment based on the change in value of
an underlying  asset, any resulting gain or loss is deferred and amortized as an
adjustment to yield of the designated  asset over its remaining  life.  Deferred
losses  totaling  $3.9  million and  deferred  gains  totaling  $1.8  million at
December 31, 1995 and 1994, respectively,  resulting from terminated and expired
futures  contracts are included in fixed  maturities and will be amortized as an
adjustment to interest income. The notional amount of outstanding  agreements to
sell  securities  was $79 million and $51 million at December 31, 1995 and 1994,
respectively.

For interest rate exchange  agreements,  the differential of interest to be paid
or received is accrued as interest  rates change and recognized as an adjustment
to  interest   income.   The  related  amount  payable  to  or  receivable  from
counterparties is included in investment  income due and accrued.  These amounts
were insignificant to the Company. There were no closed or terminated agreements
during 1995 or 1994.  The fair values of the interest rate  exchange  agreements
are  not  recognized  in  the  financial  statements.  The  notional  amount  of
outstanding  agreements  was $50  million at  December  31,  1995.  Also,  as of
December 31, 1995, these  agreements have maturities  ranging from March 1997 to
June 2005. Under these agreements,  the Company receives variable rates based on
the one- and  three-month  LIBOR and pays fixed  rates  ranging  from  6.430% to
7.215%.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


3.  SEPARATE ACCOUNT TRANSACTIONS

The separate  accounts are established in conformity with Kansas  Insurance Laws
and are not chargeable  with  liabilities  that arise from any other business of
the Company.  Premiums  designated for  investment in the separate  accounts are
included in income with corresponding  liability increases included in benefits.
Separate  account  surplus  created  through the use of  Commissioners'  Annuity
Reserve Valuation Method is reported as an unsettled  transfer from the separate
account to the general account. Assets and liabilities of the separate accounts,
representing net deposits and accumulated net investment earnings held primarily
for the  benefit of  contract  holders,  are shown as  separate  captions in the
balance sheet. Assets held in the separate accounts are carried at quoted market
values, or where quoted market values are not available, at fair market value as
determined by the fund  investment  managers.  Security  Management  Company,  a
wholly-owned  subsidiary of SBG,  serves as the  investment  manager for the SBL
fund separate account assets.  T. Rowe Price separate account assets are managed
by T. Rowe Price Associates,  Inc. (or an affiliated  company) and the Parkstone
separate account assets are managed by First of America Investment  Corporation.
The Company receives  administrative  and risk fees relating to amounts invested
in the separate accounts.

The  statement  of   operations   includes  the   following   separate   account
transactions, which have no effect on net income:

                                           1995         1994         1993
                                         ----------------------------------
                                                   (IN THOUSANDS)

Annuity considerations and deposits      $275,257     $256,061     $235,624
                                         ==================================

Benefits:

  Benefits and other charges             $127,205     $ 83,933     $ 52,283
  Net transfers to separate accounts      148,052      172,128      183,341
                                         ----------------------------------
                                         $275,257     $256,061     $235,624
                                         ==================================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS

Substantially all Company employees are covered by a qualified,  noncontributory
defined  benefit  pension  plan  sponsored  by the  Company  and  certain of its
affiliates.  Benefits  are based on years of service and an  employee's  average
compensation  during the last five years of service.  The  Company's  policy has
been to contribute funds to the plan in amounts required to maintain  sufficient
plan assets to provide for accrued  benefits.  In applying this general  policy,
the  Company  considers,   among  other  factors,  the  recommendations  of  its
independent  consulting  actuaries,  the requirements of federal pension law and
the limitations on deductibility imposed by federal income tax law.

The Company  records  pension cost in accordance with the provisions of SFAS No.
87, "Employers' Accounting for Pensions." Pension cost for the year is allocated
to each  sponsoring  company based on the ratio of salary costs for each company
to total salary cost.  Pension cost allocated to the Company for 1995,  1994 and
1993 was $151,000, $218,000, and $139,000, respectively.

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components  of the net pension cost or on the funded status of
the plan.  Pension cost for the total plan for 1995, 1994 and 1993 is summarized
as follows:

                                            1995        1994       1993
                                          ------------------------------
                                                  (IN THOUSANDS)

        Service cost                      $   528      $ 679      $ 571
        Interest cost                         508        535        483
        Actual return on plan assets       (1,568)       310       (966)
        Net amortization and deferral         900       (949)       277
                                          ==============================
        Net pension cost                  $   368      $ 575      $ 365
                                          ==============================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded  status of the total  plan as of  December  31,  1995 and 1994 was as
follows:

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

Actuarial present value of benefit obligations:
  Vested benefit obligation                             $(5,243)     $(4,589)
  Non-vested benefit obligation                            (165)        (157)
                                                        ---------------------
  Accumulated benefit obligation                         (5,408)      (4,746)
  Excess of projected benefit obligation over
    accumulated benefit obligation                       (2,865)      (2,405)
                                                        ---------------------
  Projected benefit obligation                           (8,273)      (7,151)
Plan assets at fair market value                          8,342        6,514
                                                        ---------------------
Plan assets greater than (less than) projected
  benefit obligation                                         69         (637)

Unrecognized net loss                                     1,560        1,971
Unrecognized prior service cost                             758          815
Unrecognized net asset established at the date
  of initial application                                 (2,025)      (2,209)
                                                        =====================
Net prepaid (accrued) pension expense                   $   362      $   (60)
                                                        =====================

Assumptions were as follows:

                                                       1995     1994     1993
                                                       ----------------------

Weighted average discount rate                         7.5%     8.5%     7.5%
Weighted average compensation rate 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

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
1995. Plan assets are invested in a diversified  portfolio of affiliated  mutual
funds that invest in equity and debt securities.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

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

The Company records net periodic cost for non-pension postretirement benefits in
accordance  with the  provisions  of SFAS No. 106,  "Employers'  Accounting  for
Postretirement Benefits Other Than Pensions." The net periodic cost is allocated
among the Company and its affiliates based on the number of eligible  employees.
The net  periodic  cost  allocated  to the Company was  $198,000,  $171,000  and
$166,000 for 1995, 1994 and 1993, respectively.

Separate  information  disaggregated  by  sponsoring  employer  company  is  not
available on the  components of the net retiree  medical care and life insurance
costs  or on the  funded  status  of the  plan.  Retiree  medical  care and life
insurance  costs for the total plan for 1995,  1994 and 1993 are  summarized  as
follows:

                                         1995     1994     1993
                                         ----------------------
                                             (IN THOUSANDS)

                Service cost             $151     $116     $118
                Interest cost             305      275      233
                                         ----------------------
                                         $456     $391     $351
                                         ======================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


4.  EMPLOYEE BENEFIT PLANS (CONTINUED)

The funded  status of the total  plan as of  December  31,  1995 and 1994 was as
follows:

                                                                DECEMBER 31
                                                             1995         1994
                                                           ---------------------
                                                              (IN THOUSANDS)
Accumulated postretirement benefit obligation:
  Retirees                                                 $(2,514)     $(2,418)
Active participants:
  Retirement eligible                                         (632)        (620)
  Others                                                    (1,035)        (706)
                                                           ---------------------
                                                            (4,181)      (3,744)

Unrecognized net (gain) loss                                    67          (30)
                                                           ---------------------
Accrued postretirement benefit cost                        $(4,114)     $(3,774)
                                                           =====================

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 11% for 1995 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,  1995  by
$233,000 and the  aggregate of the service and interest  cost  components of net
periodic postretirement benefit cost for 1995 by $60,000.

The discount rate used in determining  the  accumulated  postretirement  benefit
obligation  was  7.5%,  8.5% and  7.5% at  December  31,  1995,  1994 and  1993,
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  $721,000,
$371,000 and $463,000 for 1995 1994 and 1993, respectively.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


5.  RELATED-PARTY TRANSACTIONS

SBG provides  certain  management  and  administrative  services to the Company.
During 1995, 1994 and 1993, the Company  incurred  $18,654,000,  $16,852,000 and
$14,729,000,  respectively, for such services. The Company leases certain office
space to SBG for which  annual rent income of  $1,133,000  was recorded in 1995,
1994  and  1993.  Additionally,  in  1995,  1994  and  1993,  the  Company  paid
commissions of $2,546,000,  $2,700,000,  $2,985,000,  respectively,  to Security
Distributors, Inc., a wholly-owned subsidiary of SBG.

Effective  January 2, 1995,  the Company  acquired,  pursuant  to an  assumption
reinsurance agreement from Pioneer National Life Insurance Company (PNL), then a
wholly-owned  subsidiary  of SBG,  substantially  all of  PNL's  life  insurance
business.  Concurrent  with the assumption  reinsurance  agreement,  the Company
entered into a 100%  coinsurance  agreement  with PNL  reinsuring  the remaining
business.  The  Company  did  not  recognize  any  gain  or  loss  on the  above
transactions.  The Company received $2.9 million of assets as consideration  for
the  liabilities  assumed  by the  Company  in the  assumption  reinsurance  and
coinsurance agreement. Assumed premiums and claims related to this business were
not  significant to the Company during 1995.  PNL was  subsequently  merged with
First Security  Benefit Life Insurance and Annuity Company of New York (FSBL), a
newly formed wholly-owned subsidiary of SBG.

During 1995, the Company  purchased an SBG note for the principal  amount of $17
million.  The note is due May 24,  2000 and  provides  for  semiannual  interest
payments at 7.35% per annum  commencing on November 24, 1995.  The note has been
registered with the NAIC and is included in fixed maturities in the accompanying
balance sheet.  SBG used $12 million of the proceeds to purchase  Company-issued
annuity  contracts for the purpose of funding new investment  options within the
Company's  separate  account.  The account  balance of these  contracts  totaled
$13,005,000 at December 31, 1995. The remaining $5 million of proceeds were used
to purchase shares in new mutual funds managed by Security Management Company, a
wholly-owned  subsidiary  of SBG.  The net asset value of these  shares  totaled
$5,364,000 at December 31, 1995.

At December 31, 1995 and 1994, the Company's  investment in SBG was  $29,590,000
and   $21,028,000,   respectively.   The  Company  recorded  cash  dividends  of
$4,200,000,  $5,200,000  and  $8,300,000  from SBG during  1995,  1994 and 1993,
respectively.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


5.  RELATED-PARTY TRANSACTIONS (CONTINUED)

Condensed financial information related to SBG is as follows:

Balance Sheets:

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

Cash and investments                                       $45,221       $19,456
Property and equipment                                       8,138         8,736
Other assets                                                 7,594         7,910
                                                           ---------------------
                                                           $60,953       $36,102
                                                           =====================

Accounts payable and other liabilities                     $14,363       $15,074
Note payable to parent                                      17,000           ---
Stockholder's equity                                        29,590        21,028
                                                           ---------------------
                                                           $60,953       $36,102
                                                           =====================

Statements of Operations:

                                                1995         1994         1993
                                               ---------------------------------
                                                        (IN THOUSANDS)
Revenues:
  Management fees                              $18,654      $16,852      $14,729
  Mutual fund fees                              24,266       22,058       21,352
  Other                                          3,226        2,373        7,287
                                               ---------------------------------
                                                46,146       41,283       43,368

General, administrative and other expenses      36,488       32,390       30,080
Income taxes                                     3,927        3,430        5,233
Cumulative effect of SFAS No. 106                  ---          ---        1,735
                                               ---------------------------------
Net income                                     $ 5,731      $ 5,463      $ 6,320
                                               =================================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


6.  REINSURANCE

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

Principal reinsurance transactions are summarized as follows:

                                             1995          1994          1993
                                          --------------------------------------
                                                      (IN THOUSANDS)
Reinsurance assumed:

  Premiums received                       $      866    $    1,276    $    1,359
                                          ======================================
  Commissions paid                        $      144    $      239    $       96
                                          ======================================
  Claims paid                             $    1,597    $    1,469    $    7,290
                                          ======================================
Reinsurance ceded:

  Premiums paid                           $   73,916    $   12,018    $    4,194
                                          ======================================
  Commissions received                    $      230    $    1,443    $      148
                                          ======================================
  Claim recoveries                        $    3,089    $    2,485    $    2,231
                                          ======================================
Reinsurance in force (at December 31):

  Assumed policies                        $   25,438    $   30,814    $   39,730
                                          ======================================
  Ceded policies                          $3,932,146    $1,150,828    $1,081,591
                                          ======================================

The  liabilities  for policy reserves and policy and contract claims include the
following amounts for reinsurance  assumed:  $354,000 and $2,790,000 at December
31, 1995 and $120,000 and $3,187,000 at December 31, 1994.

The ceding of insurance  through  reinsurance  agreements does not discharge the
primary  liability  of  the  original  underwriters  to  the  insured.  However,
statutory  accounting  practices  treat risks that have been  reinsured,  to the
extent  of  reinsurance,  as though  they were not risks for which the  original
insurer is liable.  Therefore,  in  financial  statement  presentations,  policy
reserves and policy and contract  claim  liabilities  are  presented net of that
portion of risk reinsured.  Accordingly, policy reserves and policy and contract
claim liabilities have been shown net of reinsurance  credits of $77,908,000 and
$968,000 at December 31, 1995 and $11,048,000 and $459,000 at December 31, 1994.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


6.  REINSURANCE (CONTINUED)

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.  The Company
recorded a pretax gain of $42.6 million  which  represented  the initial  ceding
commission.  This gain,  net of tax, was  recorded as an increase to  unassigned
surplus.

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,  1995,  the  Company  believes  adequate
provision has been made for such losses.

7.  INCOME TAXES

The Company files a  life/nonlife  consolidated  federal  income tax return with
SBG.  Income  taxes are  allocated  to the  Company on the basis of its filing a
separate tax return. The Company is taxed at usual corporate rates as defined by
the applicable income tax laws for mutual life insurance  companies.  These laws
provide for differences in the  recognition of certain income and expenses,  and
provide for deductions that may result in a provision for income taxes that does
not have the customary relationship of taxes to income. The provision for income
taxes  differs  from the  amount  computed  at the  statutory  federal  rate due
primarily to the dividends received deduction and tax credits.

During the year ended December 31, 1993, the Company began establishing deferred
income taxes on its tax-basis  deferred policy  acquisition costs. Prior to this
time, no deferred  income taxes had been  established on any difference  between
the financial statement and income tax bases of assets and liabilities,  and, at
December  31,  1995,  this  remains the only item to which  deferred  income tax
accounting has been applied.  The Company's  policy is to nonadmit any resulting
deferred tax asset;  accordingly,  this  practice has no impact on surplus.  The
cumulative  effect of  adopting  this  change as of January 1, 1993  amounted to
$3,464,000 and was reflected as a nonadmitted  asset at that time. The effect of
the new method  increased  income tax expense by $115,000 for 1995 and decreased
income tax expense by $927,000 and $1,444,000 for 1994 and 1993, respectively.

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


8.  CONDENSED FAIR VALUE INFORMATION

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

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

                                   DECEMBER 31, 1995        DECEMBER 31, 1994
                                -----------------------  -----------------------
                                 CARRYING      FAIR       CARRYING      FAIR
                                  AMOUNT       VALUE       AMOUNT       VALUE
                                -----------------------  -----------------------
                                                (IN THOUSANDS)

Fixed maturities (NOTE 2)       $2,294,802  $2,340,910   $2,160,550  $1,987,040
Equity securities (NOTE 2)          12,390      12,836        9,050       9,494
Mortgage loans                      70,777      76,610       90,509      88,894
Policy loans                       100,452     104,077       92,130      91,492
Short-term investments                 992         992       50,406      50,406
Cash and certificates of deposit    12,059      12,059       10,820      10,820
Investment income due and accrued   30,577      30,577       25,857      25,857
Futures contracts                      ---        (737)         ---         240
Interest rate exchange agreements      ---      (2,291)         ---         ---

Supplementary contracts
  without life contingencies        34,363      35,387       41,239      39,771
Individual and group annuities   1,922,901   1,774,642    1,828,753   1,690,693
                                -----------------------  -----------------------
                                $4,479,313  $4,385,062   $4,309,314  $3,994,707
                                =======================  =======================

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

                     Security Benefit Life Insurance Company

                    Notes to Financial Statements (continued)


9.  COMMITMENTS AND CONTINGENCIES

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. At December 31, 1995, there were no
borrowings outstanding under this facility.

The economy and other factors have caused an increase in the number of insurance
companies  that have  required  regulatory  supervision.  This  circumstance  is
expected to result in an increase in  assessments by state  guaranty  funds,  or
voluntary  payments  by  solvent  insurance   companies,   to  cover  losses  to
policyholders of insolvent or rehabilitated companies. Mandatory assessments can
be  partially  recovered  through a reduction  in future  premium  taxes in some
states.  The  Company  records  these  assessments  on a cash basis and has paid
$2,014,000,  $2,270,000  and  $2,077,000  for the years ended December 31, 1995,
1994 and 1993, respectively.  The ultimate amounts or the ultimate effect of any
such  increased  assessments  or voluntary  payments on the Company's  financial
position  and  results  of  operations  are  not  currently  determinable.   The
accompanying  financial  statements  do not include any  provision  for any such
potential assessments.

10.  ANNUITY AND DEPOSIT LIABILITIES

The withdrawal  characteristics  of the liability for future policy benefits for
annuities and supplementary  contracts and deposits as of December 31, 1995 were
as follows:

<TABLE>
<CAPTION>
                                             GENERAL        SEPARATE
                                             ACCOUNT        ACCOUNT         TOTAL        PERCENT
                                            ----------------------------------------------------
                                                               (IN THOUSANDS)
<S>                                         <C>            <C>            <C>             <C>
Subject to discretionary withdrawal:
  With market value adjustment              $      557     $      ---     $      557      ---%
  At book value less current surrender
    charge of 5% or more                       572,902        652,843      1,225,745       30
                                            ----------------------------------------------------
Total with adjustment                          573,459        652,843      1,226,302       30

Subject to discretionary withdrawal
  at book value with minimal or no
  charge or adjustment                       1,394,680      1,360,750      2,755,430       67
Not subject to discretionary withdrawal        112,382         12,070        124,452        3
                                            ----------------------------------------------------
                                            $2,080,521     $2,025,663     $4,106,184      100%
                                            ====================================================
</TABLE>

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

                                    APPENDIX

                            DEATH BENEFIT PERCENTAGES

AGE    PERCENTAGE   AGE   PERCENTAGE   AGE   PERCENTAGE   AGE     PERCENTAGE

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

THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED

                                                                    PAGE 1 OF 14
- --------------------------------------------------------------------------------
                                       67

<PAGE>

                SECURITY BENEFIT LIFE INSURANCE COMPANY

              700 SW HARRISON STREET, TOPEKA, KANSAS 66636

                           SECURITY VARILIFE

           A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

             IMPORTANT INFORMATION ABOUT THIS ILLUSTRATION


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

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

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

1.  Male or Female,  age 35, $2,700 annual  premium  (payable for 30 years),  at
    Current and Guaranteed Cost of Insurance Rates (pages 70, 71).

2.  Male or Female,  age 45, $3,300 annual  premium  (payable for 30 years),  at
    Current and Guaranteed Cost of Insurance Rates (pages 72, 73).

    The cost of  insurance  rates for policies  issued in Illinois,  New Jersey,
Oregon and Texas are different  than those  imposed on policies  issued in other
states as required by the  insurance  laws of Illinois,  New Jersey,  Oregon and
Texas.  Accordingly,  the following  policies are illustrated using the male and
female rates applicable to policies issued in those states:

1.  Male, age 35, $2,700 annual premium  (payable for 30 years),  at Current and
    Guaranteed Cost of Insurance Rates (pages 74, 75).

2.  Female, age 35, $2,700 annual premium (payable for 30 years), at Current and
    Guaranteed Cost of Insurance Rates (pages 76, 77).

3.  Male, age 45, $3,300 annual premium  (payable for 30 years),  at Current and
    Guaranteed Cost of Insurance Rates (pages 78, 79).

4.  Female, age 45, $3,300 annual premium (payable for 30 years), at Current and
    Guaranteed Cost of Insurance Rates (pages 80, 81).

    The  values  would  be  different  from  those  shown  if the  gross  annual
investment  rates of return  averaged 0%, 6% or 12% over a period of years,  but
also  fluctuated  above or below those averages for individual  policy years. No
representation  can be made by Security Benefit that the assumed rates of return
can be achieved  for any one year or  sustained  over any period of time.  These
illustrations  assume  that all  premiums  are paid  when due and that no policy
loans have been made. A POLICY MAY LAPSE DUE TO INSUFFICIENT PREMIUMS, EXCESSIVE
LOANS OR WITHDRAWALS, OR POOR FUND PERFORMANCE.

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

    The amounts shown for the Death  Benefits,  Accumulated  Values and Net Cash
Surrender Values reflect the fact that the net investment return on the Variable
Accounts is lower than the gross investment return as a result of charges levied
against the assets of the Variable  Accounts,  including a daily  administrative
charge at an annual rate of .35%, and a daily  mortality and expense risk charge
at an annual  rate of .90%,  of the  average  daily net assets of each  Variable
Account.  These values also take into account the following:  (i) a premium load
of 1% for policies issued in states other than Illinois,  New Jersey, Oregon and
Texas and 2.4% for policies  issued in those  states,  although the premium load
may be more or less than this amount  depending on the state and municipality in
which the policy is issued; and (ii) a "Current" or "Guaranteed"  monthly charge
for Cost of Insurance.  (The  illustrations  based on "Current Cost of Insurance
Rates" assume that the rate  currently  charged by Security  Benefit for Cost of
Insurance is charged throughout the life of the policy. The illustrations  based
on "Guaranteed  Cost of Insurance  Rates" assume that the maximum monthly charge
for Cost of Insurance  permitted under the policy is charged throughout the life
of the policy).  In addition,  the values reflect other charges that are paid by
the underlying Fund in which the Variable Accounts invest,  including investment
advisory fees, which

THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 1 OF 14
- --------------------------------------------------------------------------------
                                          68

<PAGE>

are indirectly borne by the Variable Accounts.  The expenses of the Fund are not
fixed or specified  under the terms of the policy and are  described in the Fund
Prospectus.  The  expenses of the Fund are assumed to be equal to an annual rate
of 0.90% of the aggregate average daily net assets of the Fund.

    The assumed total Fund expense of .90% is a dollar weighted  average of each
Series'  expenses.  For the year ended  December 31, 1995, the total expenses of
each Series of the Fund were the following  percentages of the average daily net
assets of the  Series:  0.83% for Series A; 0.83% for Series B; 0.60% for Series
C;  1.31% for Series D; 0.85% for Series E; 0.86% for Series S; 0.84% for Series
J;  1.28% for  Series K;  1.94% for  Series M; 1.90% for Series N; and 1.40% for
Series O. Series K, M, N and O were not publicly  offered until June 1, 1995 and
the expense  ratios for these  series are  annualized.  The  assumed  total Fund
expense of .90% was  determined  based on the  average  daily net assets of each
Series during 1995.  Accordingly,  existing  Series  established  prior to 1995,
which have lower  expenses,  were given more weight in determining the amount of
the Fund's assumed expenses than were the new Series which have higher expenses.
The assumed Fund  expense of .90% may be more or less than actual Fund  expenses
incurred depending on the expenses of the Series underlying the Variable Account
to which Accumulated Value is allocated.

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

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

    Security  Benefit  will  furnish  upon  request  a  comparable  illustration
reflecting the proposed Insured's Age,  Underwriting Class (where the medical or
paramedical  underwriting method is used),  Specified Amount and premium amounts
requested. In addition, upon request, illustrations will be furnished reflecting
allocation of premiums to specified Variable  Accounts.  Such illustrations will
reflect  the  expenses of the Series of the Fund in which the  Variable  Account
invests. Illustrations that use a hypothetical gross rate of return in excess of
12% are available to certain large institutional investors upon request.

THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 2 OF 14
- --------------------------------------------------------------------------------
                                       69

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male or Female, Age 35
Initial Face Amount:     $88,063
Initial Annual Premium:  $2,700

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS         12% HYPOTHETICAL GROSS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  -----------------------------  -----------------------------
 END         INTEREST              NET CASH                       NET CASH                       NET CASH
 OF            AT 5%      ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER    DEATH     ACCUM.  SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)  VALUE      VALUE    BENEFIT    VALUE      VALUE     BENEFIT    VALUE     VALUE    BENEFIT
- ----  ---  -------------  ------   ---------  -------    ------   ---------   -------    ------  ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   36       $2,835      $2,461    $1,840    $90,524    $2,541    $1,920    $90,604    $2,618    $1,997    $90,681
  2   37       $5,812      $4,858    $4,268    $92,921    $5,163    $4,573    $93,226    $5,475    $4,885    $93,538
  3   38       $8,937      $7,190    $6,631    $95,253    $7,870    $7,311    $95,933    $8,591    $8,032    $96,654
  4   39      $12,219      $9,455    $8,927    $97,518   $10,659   $10,132    $98,723   $11,990   $11,462   $100,053
  5   40      $15,665     $11,653   $11,156    $99,716   $13,535   $13,038   $101,598   $15,694   $15,197   $103,757

  6   41      $19,284     $13,783   $13,317   $101,846   $16,495   $16,030   $104,559   $19,732   $19,266   $107,795
  7   42      $23,083     $15,845   $15,410   $103,908   $19,545   $19,110   $107,607   $24,134   $23,699   $112,197
  8   43      $27,072     $17,838   $17,435   $105,901   $22,680   $22,277   $110,744   $28,933   $28,529   $116,996
  9   44      $31,260     $19,764   $19,391   $107,827   $25,909   $25,537   $113,927   $34,166   $33,793   $122,229
 10   45      $35,658     $21,621   $21,279   $109,684   $29,229   $28,888   $117,292   $39,872   $39,531   $127,935

 15   50      $61,175     $29,859   $29,859   $117,922   $47,264   $47,264   $135,327   $77,181   $77,181   $165,244
 20   55      $93,742     $36,155   $36,155   $124,218   $67,670   $67,670   $155,733  $134,762  $134,762   $222,825
 25   60     $135,307     $40,061   $40,061   $128,124   $90,175   $90,175   $178,238  $223,554  $223,554   $311,617
 30   65     $188,355     $40,899   $40,899   $128,962  $114,163  $114,163   $202,226  $360,564  $360,564   $448,627
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 3 OF 14
- --------------------------------------------------------------------------------
                                       70

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male or Female, Age 35
Initial Face Amount:     $88,063
Initial Annual Premium:  $2,700

                   BASED ON GUARANTEED COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    ------  ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   36       $2,835      $2,407     $1,786    $90,470    $2,485    $1,864    $90,548    $2,561    $1,940    $90,624
  2   37       $5,812      $4,747     $4,158    $92,810    $5,046    $4,456    $93,109    $5,350    $4,760    $93,413
  3   38       $8,937      $7,020     $6,461    $95,082    $7,684    $7,125    $95,747    $8,389    $7,830    $96,452
  4   39      $12,219      $9,222     $8,694    $97,285   $10,398    $9,871    $98,461   $11,697   $11,169    $99,760
  5   40      $15,665     $11,352    $10,855    $99,415   $13,189   $12,692   $101,252   $15,296   $14,799   $103,359

  6   41      $19,284     $13,409    $12,944   $101,472   $16,055   $15,590   $104,118   $19,212   $18,746   $107,275
  7   42      $23,083     $15,394    $14,959   $103,457   $18,999   $18,564   $107,062   $23,472   $23,038   $111,535
  8   43      $27,072     $17,304    $16,900   $105,367   $22,019   $21,616   $110,082   $28,109   $27,706   $116,172
  9   44      $31,260     $19,141    $18,768   $107,204   $25,119   $24,747   $113,182   $33,157   $32,784   $121,220
 10   45      $35,658     $20,902    $20,561   $108,965   $28,297   $27,956   $116,360   $38,650   $38,309   $126,713

 15   50      $61,175     $28,552    $28,552   $116,615   $45,384   $45,384   $133,447   $74,374   $74,374   $162,437
 20   55      $93,742     $33,992    $33,992   $122,055   $64,275   $64,275   $152,338  $129,020  $129,020   $217,083
 25   60     $135,307     $36,605    $36,605   $124,668   $84,358   $84,358   $172,421  $212,480  $212,480   $300,543
 30   65     $188,355     $35,482    $35,482   $123,545  $104,521  $104,521   $192,584  $340,018  $340,018   $428,081
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 4 OF 14
- --------------------------------------------------------------------------------
                                       71

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male or Female, Age 45
Initial Face Amount:     $71,506
Initial Annual Premium:  $3,300

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    ------  ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,911     $2,119    $74,417    $3,004    $2,212    $74,510    $3,096    $2,304    $74,602
  2   47       $7,103      $5,734     $4,981    $77,240    $6,094    $5,342    $77,600    $6,462    $5,710    $77,968
  3   48      $10,923      $8,470     $7,757    $79,976    $9,272    $8,559    $80,778   $10,124    $9,411    $81,630
  4   49      $14,935     $11,118    $10,445    $82,624   $12,539   $11,866    $84,045   $14,106   $13,433    $85,612
  5   50      $19,146     $13,679    $13,045    $85,185   $15,895   $15,261    $87,401   $18,437   $17,803    $89,943

  6   51      $23,569     $16,148    $15,554    $87,654   $19,339   $18,745    $90,845   $23,146   $22,552    $94,652
  7   52      $28,212     $18,525    $17,971    $90,031   $22,871   $22,317    $94,377   $28,265   $27,711    $99,771
  8   53      $33,088     $20,806    $20,292    $92,312   $26,488   $25,973    $97,994   $33,828   $33,313   $105,334
  9   54      $38,207     $22,987    $22,512    $94,493   $30,187   $29,712   $101,693   $39,870   $39,395   $111,376
 10   55      $43,582     $25,065    $24,630    $96,571   $33,967   $33,531   $105,473   $46,434   $45,998   $117,940
 15   60      $74,770     $33,868    $33,868   $105,374   $54,043   $54,043   $125,549   $88,849   $88,849   $160,355
 20   65     $114,574     $39,605    $39,605   $111,111   $75,685   $75,685   $147,191  $153,123  $153,123   $224,629
 25   70     $165,374     $41,222    $41,222   $112,728   $97,629   $97,629   $169,135  $250,183  $250,183   $321,689
 30   75     $230,211     $37,045    $37,045   $108,551  $117,575  $117,575   $189,081  $396,507  $396,507   $468,013
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 5 OF 14
- --------------------------------------------------------------------------------
                                       72

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male or Female, Age 45
Initial Face Amount:     $71,506
Initial Annual Premium:  $3,300

                   BASED ON GUARANTEED COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,815     $2,023    $74,321   $2,906     $2,114    $74,411    $2,994    $2,202    $74,500
  2   47       $7,103      $5,537     $4,785    $77,043   $5,885     $5,133    $77,391    $6,241    $5,489    $77,747
  3   48      $10,923      $8,166     $7,453    $79,672   $8,941     $8,228    $80,447    $9,763    $9,050    $81,269
  4   49      $14,935     $10,702    $10,028    $82,208  $12,072    $11,398    $83,578   $13,583   $12,910    $85,089
  5   50      $19,146     $13,142    $12,508    $84,648  $15,277    $14,643    $86,783   $17,727   $17,093    $89,233

  6   51      $23,569     $15,483    $14,889    $86,989  $18,554    $17,960    $90,060   $22,219   $21,625    $93,725
  7   52      $28,212     $17,722    $17,167    $89,228  $21,899    $21,345    $93,405   $27,087   $26,533    $98,593
  8   53      $33,088     $19,854    $19,340    $91,360  $25,309    $24,794    $96,815   $32,361   $31,846   $103,867
  9   54      $38,207     $21,875    $21,400    $93,381  $28,778    $28,302   $100,284   $38,070   $37,595   $109,576
 10   55      $43,582     $23,779    $23,343    $95,285  $32,300    $31,864   $103,806   $44,250   $43,814   $115,756

 15   60      $74,770     $31,484    $31,484   $102,990  $50,628    $50,628   $122,134   $83,773   $83,773   $155,279
 20   65     $114,574     $35,585    $35,585   $107,091  $69,426    $69,426   $140,932  $142,625  $142,625   $214,131
 25   70     $165,374     $34,673    $34,673   $106,179  $86,736    $86,736   $158,242  $229,717  $229,717   $301,223
 30   75     $215,948     $26,532    $26,532    $98,038  $99,184    $99,184   $170,690  $358,092  $358,092   $429,598
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 6 OF 14
- --------------------------------------------------------------------------------
                                       73

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male, Age 35
Initial Face Amount:     $82,746
Initial Annual Premium:  $2,700

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   36       $2,835      $2,428     $1,807    $85,174    $2,506    $1,885    $85,252    $2,582    $1,961    $85,328
  2   37       $5,812      $4,791     $4,201    $87,537    $5,092    $4,502    $87,838    $5,399    $4,810    $88,145
  3   38       $8,937      $7,090     $6,532    $89,836    $7,761    $7,202    $90,507    $8,473    $7,914    $91,219
  4   39      $12,219      $9,325     $8,797    $92,071   $10,514    $9,986    $93,260   $11,824   $11,297    $94,570
  5   40      $15,665     $11,494    $10,997    $94,240   $13,350   $12,853    $96,096   $15,479   $14,982    $98,225

  6   41      $19,284     $13,596    $13,130    $96,342   $16,272   $15,806    $99,018   $19,463   $18,998   $102,209
  7   42      $23,083     $15,631    $15,196    $98,377   $19,280   $18,845   $102,026   $23,807   $23,372   $106,553
  8   43      $27,072     $17,599    $17,195   $100,345   $22,376   $21,972   $105,122   $28,542   $28,139   $111,288
  9   44      $31,260     $19,499    $19,126   $102,245   $25,561   $25,188   $108,307   $33,705   $33,333   $116,451
 10   45      $35,658     $21,331    $20,989   $104,077   $28,836   $28,494   $111,582   $39,334   $38,993   $122,080

 15   50      $61,175     $29,446    $29,446   $112,192   $46,615   $46,615   $129,361   $76,125   $76,125   $158,871
 20   55      $93,742     $35,610    $35,610   $118,356   $66,689   $66,689   $149,435  $132,861  $132,861   $215,607
 25   60     $135,307     $39,306    $39,306   $122,052   $88,694   $88,694   $171,440  $220,202  $220,202   $302,948
 30   65     $188,355     $39,799    $39,799   $122,545  $111,898  $111,898   $194,644  $354,710  $354,710   $437,456
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 7 OF 14
- --------------------------------------------------------------------------------
                                       74

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male, Age 35
Initial Face Amount:     $82,746
Initial Annual Premium:  $2,700

                   BASED ON GUARANTEED COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   36       $2,835      $2,375     $1,754    $85,121    $2,451    $1,830    $85,197    $2,526    $1,905    $85,272
  2   37       $5,812      $4,683     $4,093    $87,429    $4,977    $4,387    $87,723    $5,277    $4,687    $88,023
  3   38       $8,937      $6,923     $6,364    $89,669    $7,579    $7,020    $90,325    $8,274    $7,715    $91,020
  4   39      $12,219      $9,096     $8,568    $91,842   $10,257    $9,729    $93,003   $11,537   $11,009    $94,283
  5   40      $15,665     $11,199    $10,702    $93,945   $13,011   $12,514    $95,757   $15,089   $14,592    $97,835

  6   41      $19,284     $13,230    $12,764    $95,976   $15,840   $15,374    $98,586   $18,954   $18,488   $101,700
  7   42      $23,083     $15,189    $14,755    $97,935   $18,746   $18,311   $101,492   $23,159   $22,724   $105,905
  8   43      $27,072     $17,076    $16,673    $99,822   $21,728   $21,325   $104,474   $27,736   $27,332   $110,482
  9   44      $31,260     $18,889    $18,516   $101,635   $24,787   $24,415   $107,533   $32,717   $32,344   $115,463
 10   45      $35,658     $20,627    $20,285   $103,373   $27,923   $27,582   $110,669   $38,137   $37,796   $120,883

 15   50      $61,175     $28,160    $28,160   $110,906   $44,767   $44,767   $127,513   $73,370   $73,370   $156,116
 20   55      $93,742     $33,467    $33,467   $116,213   $63,335   $63,335   $146,081  $127,202  $127,202   $209,948
 25   60     $135,307     $35,843    $35,843   $118,589   $82,897   $82,897   $165,643  $209,227  $209,227   $291,973
 30   65     $188,355     $34,301    $34,301   $117,047  $102,197  $102,197   $184,943  $334,227  $334,227   $416,973
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 8 OF 14
- --------------------------------------------------------------------------------
                                       75

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Female, Age 35
Initial Face Amount:     $107,613
Initial Annual Premium:  $2,700

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                      NET CASH                       NET CASH
 OF            AT 5%       ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)   VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------   -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>     
  1   36       $2,835      $2,424    $1,803   $110,037    $2,502    $1,881   $110,115    $2,579    $1,958   $110,192
  2   37       $5,812      $4,784    $4,194   $112,397    $5,085    $4,495   $112,698    $5,392    $4,802   $113,005
  3   38       $8,937      $7,079    $6,520   $114,692    $7,748    $7,189   $115,361    $8,459    $7,900   $116,072
  4   39      $12,219      $9,306    $8,778   $116,919   $10,493    $9,965   $118,106   $11,801   $11,274   $119,414
  5   40      $15,665     $11,466   $10,969   $119,079   $13,319   $12,822   $120,932   $15,444   $14,947   $123,057

  6   41      $19,284     $13,557   $13,091   $121,170   $16,227   $15,762   $123,840   $19,412   $18,947   $127,025
  7   42      $23,083     $15,580   $15,145   $123,193   $19,221   $18,786   $126,834   $23,737   $23,303   $131,350
  8   43      $27,072     $17,536   $17,132   $125,149   $22,300   $21,897   $129,913   $28,452   $28,048   $136,065
  9   44      $31,260     $19,426   $19,054   $127,039   $25,471   $25,099   $133,084   $33,594   $33,222   $141,207
 10   45      $35,658     $21,251   $20,909   $128,864   $28,734   $28,393   $136,347   $39,204   $38,862   $146,817

 15   50      $61,175     $29,407   $29,407   $137,020   $46,527   $46,527   $154,140   $75,955   $75,955   $183,568
 20   55      $93,742     $35,841   $35,841   $143,454   $66,881   $66,881   $174,494  $132,922  $132,922   $240,535
 25   60     $135,307     $40,448   $40,448   $148,061   $89,978   $89,978   $197,591  $221,481  $221,481   $329,094
 30   65     $188,355     $42,836   $42,836   $150,449  $115,740  $115,740   $223,353  $359,334  $359,334   $466,947
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                    PAGE 9 OF 14
- --------------------------------------------------------------------------------
                                       76

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Female, Age 35
Initial Face Amount:     $107,613
Initial Annual Premium:  $2,700

                   BASED ON GUARANTEED COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  -----------------------------  -----------------------------
 END         INTEREST              NET CASH                       NET CASH                       NET CASH
 OF            AT 5%       ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)   VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------   -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>     
  1   36       $2,835      $2,370    $1,749   $109,983    $2,446    $1,825   $110,059    $2,521    $1,900   $110,134
  2   37       $5,812      $4,673    $4,083   $112,286    $4,967    $4,377   $112,580    $5,267    $4,677   $112,880
  3   38       $8,937      $6,908    $6,349   $114,521    $7,562    $7,003   $115,175    $8,256    $7,697   $115,869
  4   39      $12,219      $9,071    $8,543   $116,684   $10,229    $9,702   $117,842   $11,507   $10,979   $119,120
  5   40      $15,665     $11,162   $10,665   $118,775   $12,970   $12,473   $120,583   $15,043   $14,546   $122,656

  6   41      $19,284     $13,179   $12,714   $120,792   $15,782   $15,316   $123,395   $18,887   $18,421   $126,500
  7   42      $23,083     $15,123   $14,689   $122,736   $18,669   $18,234   $126,282   $23,069   $22,634   $130,682
  8   43      $27,072     $16,994   $16,590   $124,607   $21,630   $21,226   $129,243   $27,618   $27,215   $135,231
  9   44      $31,260     $18,794   $18,422   $126,407   $24,671   $24,298   $132,284   $32,573   $32,200   $140,186
 10   45      $35,658     $20,523   $20,182   $128,136   $27,791   $27,449   $135,404   $37,968   $37,626   $145,581

 15   50      $61,175     $28,111   $28,111   $135,724   $44,654   $44,654   $152,267   $73,148   $73,148   $180,761
 20   55      $93,742     $33,767   $33,767   $141,380   $63,584   $63,584   $171,197  $127,281  $127,281   $234,894
 25   60     $135,307     $37,327   $37,327   $144,940   $84,568   $84,568   $192,181  $210,891  $210,891   $318,504
 30   65     $188,355     $38,250   $38,250   $145,863  $107,194  $107,194   $214,807  $340,245  $340,245   $447,858
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                   PAGE 10 OF 14
- --------------------------------------------------------------------------------
                                       77

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male, Age 45
Initial Face Amount:     $67,128
Initial Annual Premium:  $3,300

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  -----------------------------  -----------------------------
 END         INTEREST              NET CASH                       NET CASH                       NET CASH
 OF            AT 5%       ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)   VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------   -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,871    $2,079    $69,999    $2,963    $2,171    $70,091    $3,053    $2,261    $70,181
  2   47       $7,103      $5,654    $4,902    $72,782    $6,010    $5,257    $73,138    $6,373    $5,620    $73,501
  3   48      $10,923      $8,351    $7,638    $75,479    $9,142    $8,429    $76,270    $9,982    $9,269    $77,110
  4   49      $14,935     $10,961   $10,288    $78,089   $12,362   $11,688    $79,490   $13,907   $13,234    $81,035
  5   50      $19,146     $13,483   $12,849    $80,611   $15,668   $15,034    $82,796   $18,174   $17,541    $85,302

  6   51      $23,569     $15,915   $15,321    $83,043   $19,061   $18,467    $86,189   $22,814   $22,220    $89,942
  7   52      $28,212     $18,254   $17,700    $85,382   $22,538   $21,984    $89,666   $27,855   $27,301    $94,983
  8   53      $33,088     $20,497   $19,982    $87,625   $26,097   $25,582    $93,225   $33,332   $32,817   $100,460
  9   54      $38,207     $22,639   $22,164    $89,767   $29,734   $29,259    $96,862   $39,278   $38,803   $106,406
 10   55      $43,582     $24,677   $24,241    $91,805   $33,448   $33,012   $100,576   $45,734   $45,298   $112,862

 15   60      $74,770     $33,235   $33,235   $100,363   $53,093   $53,093   $120,221   $87,367   $87,367   $154,495
 20   65     $114,574     $38,626   $38,626   $105,754   $74,070   $74,070   $141,198  $150,236  $150,236   $217,364
 25   70     $165,374     $39,762   $39,762   $106,890   $95,024   $95,024   $162,152  $244,858  $244,858   $311,986
 30   75     $230,211     $34,850   $34,850   $101,978  $113,433  $113,433   $180,561  $386,937  $386,937   $454,065
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                   PAGE 11 OF 14
- --------------------------------------------------------------------------------
                                       78

<PAGE>

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

                           SECURITY VARILIFE
                  A Flexible Premium Variable Life Insurance Policy

Illustration for:        Male, Age 45
Initial Face Amount:     $67,128
Initial Annual Premium:  $3,300

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS         12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  ----------------------------  -----------------------------
 END         INTEREST              NET CASH                      NET CASH                       NET CASH
 OF            AT 5%       ACCUM.  SURRENDER   DEATH     ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)   VALUE     VALUE    BENEFIT    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------   ------  ---------  -------    ------  ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,777    $1,985    $69,905   $2,866    $2,074    $69,994    $2,954    $2,162    $70,082
  2   47       $7,103      $5,461    $4,708    $72,589   $5,804    $5,052    $72,932    $6,155    $5,403    $73,283
  3   48      $10,923      $8,052    $7,339    $75,180   $8,816    $8,103    $75,944    $9,627    $8,914    $76,755
  4   49      $14,935     $10,550    $9,877    $77,678  $11,901   $11,228    $79,029   $13,392   $12,719    $80,520
  5   50      $19,146     $12,953   $12,319    $80,081  $15,058   $14,425    $82,186   $17,474   $16,840    $84,602

  6   51      $23,569     $15,258   $14,664    $82,386  $18,285   $17,691    $85,413   $21,899   $21,305    $89,027
  7   52      $28,212     $17,459   $16,905    $84,587  $21,577   $21,023    $88,705   $26,691   $26,137    $93,819
  8   53      $33,088     $19,554   $19,039    $86,682  $24,930   $24,415    $92,058   $31,880   $31,365    $99,008
  9   54      $38,207     $21,535   $21,060    $88,663  $28,337   $27,862    $95,465   $37,494   $37,019   $104,622
 10   55      $43,582     $23,398   $22,962    $90,526  $31,793   $31,358    $98,921   $43,568   $43,133   $110,696

 15   60      $74,770     $30,838   $30,838    $97,966  $49,671   $49,671   $116,799   $82,295   $82,295   $149,423
 20   65     $114,574     $34,537   $34,537   $101,665  $67,737   $67,737   $134,865  $139,669  $139,669   $206,797
 25   70     $165,374     $33,042   $33,042   $100,169  $83,917   $83,917   $151,045  $224,143  $224,143   $291,271
 30   75     $215,948     $23,982   $23,982    $91,110  $94,544   $94,554   $161,682  $347,867  $347,867   $414,995
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                   PAGE 12 OF 14
- --------------------------------------------------------------------------------
                                       79

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Female, Age 45
Initial Face Amount:     $87,394
Initial Annual Premium:  $3,300

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS          6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    -----------------------------  -----------------------------  -----------------------------
 END         INTEREST               NET CASH                       NET CASH                       NET CASH
 OF            AT 5%        ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)    VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------    -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,867     $2,075    $90,261    $2,959    $2,167    $90,353    $3,049    $2,257    $90,443
  2   47       $7,103      $5,651     $4,899    $93,045    $6,006    $5,254    $93,400    $6,369    $5,617    $93,763
  3   48      $10,923      $8,353     $7,640    $95,747    $9,144    $8,431    $96,538    $9,983    $9,270    $97,377
  4   49      $14,935     $10,972    $10,299    $98,366   $12,373   $11,700    $99,767   $13,918   $13,245   $101,312
  5   50      $19,146     $13,509    $12,875   $100,903   $15,695   $15,061   $103,089   $18,202   $17,569   $105,596

  6   51      $23,569     $15,962    $15,368   $103,356   $19,111   $18,517   $106,505   $22,867   $22,273   $110,261
  7   52      $28,212     $18,330    $17,776   $105,724   $22,621   $22,067   $110,015   $27,946   $27,392   $115,340
  8   53      $33,088     $20,612    $20,098   $108,006   $26,226   $25,711   $113,620   $33,475   $32,960   $120,869
  9   54      $38,207     $22,806    $22,331   $110,200   $29,924   $29,449   $117,318   $39,493   $39,017   $126,887
 10   55      $43,582     $24,912    $24,477   $112,306   $33,719   $33,283   $121,113   $46,045   $45,610   $133,439

 15   60      $74,770     $34,201    $34,201   $121,595   $54,271   $54,271   $141,665   $88,822   $88,822   $176,215
 20   65     $114,574     $41,120    $41,120   $128,514   $77,347   $77,347   $164,741  $154,661  $154,661   $242,055
 25   70     $165,374     $44,640    $44,640   $132,034  $101,976  $101,976   $189,370  $255,282  $255,282   $342,676
 30   75     $230,211     $43,302    $43,302   $130,696  $126,455  $126,455   $213,849  $408,718  $408,718   $496,112
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                   PAGE 13 OF 14
- --------------------------------------------------------------------------------
                                       80

<PAGE>

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

                                SECURITY VARILIFE
                A Flexible Premium Variable Life Insurance Policy

Illustration for:        Female, Age 45
Initial Face Amount:     $87,394
Initial Annual Premium:  $3,300

                    BASED ON CURRENT COST OF INSURANCE RATES

<TABLE>
<CAPTION>
               TOTAL          0% HYPOTHETICAL GROSS         6% HYPOTHETICAL GROSS          12% HYPOTHETICAL GROS
             PREMIUMS       ANNUAL INVESTMENT RETURN      ANNUAL INVESTMENT RETURN       ANNUAL INVESTMENT RETURN
             PAID PLUS    ----------------------------  -----------------------------  -----------------------------
 END         INTEREST              NET CASH                       NET CASH                       NET CASH
 OF            AT 5%       ACCUM.  SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH     ACCUM.   SURRENDER   DEATH
YEAR  AGE  (AFTER TAXES)   VALUE     VALUE    BENEFIT    VALUE      VALUE    BENEFIT    VALUE      VALUE    BENEFIT
- ----  ---  -------------   -----   ---------  -------    ------   ---------  -------    ------   ---------  -------
<S>   <C>    <C>          <C>       <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>    
  1   46       $3,465      $2,772    $1,980    $90,166    $2,860    $2,068    $90,254    $2,948    $2,156    $90,342
  2   47       $7,103      $5,457    $4,705    $92,851    $5,800    $5,048    $93,194    $6,150    $5,398    $93,544
  3   48      $10,923      $8,055    $7,342    $95,449    $8,818    $8,105    $96,212    $9,629    $8,916    $97,023
  4   49      $14,935     $10,565    $9,891    $97,959   $11,916   $11,242    $99,310   $13,406   $12,733   $100,800
  5   50      $19,146     $12,986   $12,353   $100,380   $15,093   $14,459   $102,487   $17,510   $16,876   $104,904

  6   51      $23,569     $15,318   $14,724   $102,712   $18,350   $17,756   $105,744   $21,967   $21,373   $109,361
  7   52      $28,212     $17,558   $17,004   $104,952   $21,685   $21,131   $109,079   $26,809   $26,255   $114,203
  8   53      $33,088     $19,704   $19,189   $107,098   $25,097   $24,582   $112,491   $32,066   $31,551   $119,460
  9   54      $38,207     $21,753   $21,277   $109,147   $28,583   $28,108   $115,977   $37,773   $37,298   $125,167
 10   55      $43,582     $23,705   $23,269   $111,099   $32,145   $31,710   $119,539   $43,973   $43,538   $131,367

 15   60      $74,770     $32,093   $32,093   $119,487   $51,202   $51,202   $138,596   $84,187   $84,187   $171,581
 20   65     $114,574     $37,779   $37,779   $125,173   $71,998   $71,998   $159,392  $145,424  $145,424   $232,818
 25   70     $165,374     $39,386   $39,386   $126,780   $92,960   $92,960   $180,354  $237,706  $237,706   $325,100
 30   75     $215,948     $34,977   $34,977   $122,371  $111,499  $111,499   $198,893  $376,220  $376,220   $463,614
</TABLE>

ILLUSTRATION  NOT APPLICABLE TO POLICIES  ISSUED IN THE STATES OF ILLINOIS,  NEW
JERSEY, OREGON AND TEXAS.

The annual premium is assumed to have been paid in equal monthly payments at the
beginning of each policy month.

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

- --------------------------------------------------------------------------------
THE  HYPOTHETICAL  INVESTMENT RATES SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS
ARE ILLUSTRATIVE  ONLY AND SHOULD NOT BE INTERPRETED AS A REPRESENTATION OF PAST
OR FUTURE  INVESTMENT  RESULTS.  ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN
THOSE  SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,  INCLUDING  THE  INVESTMENT
ALLOCATIONS  MADE TO VARIABLE  ACCOUNTS BY THE OWNER AND THE  EXPERIENCE  OF THE
ACCOUNTS.  NO REPRESENTATION  CAN BE MADE BY SECURITY BENEFIT LIFE, THE SEPARATE
ACCOUNT OR THE FUND THAT THESE  HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.
- --------------------------------------------------------------------------------
THIS  ILLUSTRATION IS VALID ONLY AS PART OF THE PROSPECTUS AND ONLY IF ALL PAGES
ARE INCLUDED
                                                                   PAGE 14 OF 14
- --------------------------------------------------------------------------------
                                       81



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