PRICE T ROWE VARIABLE ANNUITY ACCOUNT
485BPOS, 1996-12-31
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<PAGE>


                                                             File No.  33-83238
                                                             File No.  811-8724

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           |_|
                                                                  |_|
          Pre-Effective Amendment No.
                                      -----------
                                                                  |X|
          Post-Effective Amendment No.     4
                                      -----------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   |_|
                                                                  |X|

          Amendment No.     5
                       -----------

                        (Check appropriate box or boxes)

                     T. ROWE PRICE VARIABLE ANNUITY ACCOUNT
                           (Exact Name of Registrant)

                     Security Benefit Life Insurance Company
                               (Name of Depositor)

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

               Depositor's Telephone Number, Including Area Code:
                                 (913) 295-3000

                                                            Copies to:

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

It is proposed that this filing will become effective:

|_|   immediately upon filing pursuant to paragraph (b) of Rule 485

|X|   on January 2, 1997, pursuant to paragraph (b) of Rule 485

|_|   60 days after filing pursuant to paragraph (a)(i) of Rule 485

|_|   on January 2, 1997, pursuant to paragraph (a)(i) of Rule 485

|_|   75 days after filing pursuant to paragraph (a)(ii) of Rule 485

|_|   on January 2, 1997, pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

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

                                   ----------

Pursuant  to  Regulation  270.24f-2  of the  Investment  Company Act of 1940 the
Registrant  has elected to  register an  indefinite  number of  securities.  The
Registrant filed the Notice required by 24f-2 on February 28, 1996.


<PAGE>


                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                                   PROSPECTUS CAPTION

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

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

  3.   Synopsis..................................  Summary; Expense Table;
                                                   Contractual Expenses; Annual
                                                   Separate Account Expenses;
                                                   Annual Portfolio Expenses

  4.   Condensed Financial Information

       (a) Accumulation Unit Values..............  Condensed Financial
                                                   Information

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

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

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

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

       (b) Registrant............................  Separate Account;
                                                   Information about the
                                                   Company, the Separate
                                                   Account, and the Funds

       (c) Portfolio Company.....................  Information about the
                                                   Company, the Separate
                                                   Account, and the Funds;
                                                   The Funds; The Investment
                                                   Advisers

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

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

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


<PAGE>


  6.   Deductions and Expenses

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

       (b) Sales Load %..........................  N/A

       (c) Special Purchase Plan.................  N/A

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

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

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

  7.   General Description of Contracts

       (a) Persons with Rights...................  The Contract; More About the
                                                   Contract; Ownership; Joint
                                                   Owners; Contract Benefits;
                                                   The Fixed Interest Account;
                                                   Reports to Owners

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

            (ii) Transfers.......................  Exchanges of Contract Value;
                                                   Telephone Exchange
                                                   Privileges; Dollar Cost
                                                   Averaging Option; Asset
                                                   Rebalancing Option;
                                                   Exchanges and Withdrawals

           (iii) Exchanges.......................  Exchanges of Contract Value;
                                                   Exchanges and Withdrawals

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

       (d) Inquiries.............................  Contacting the Company

  8.   Annuity Period............................  Annuity Period; General;
                                                   Annuity Options; Selection
                                                   of an Option

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

 10.   Purchases and Contract Value

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


<PAGE>


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

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

       (d) Underwriter...........................  Distribution of the Contract

 11.   Redemptions

       (a) - By Owners...........................  Full and Partial Withdrawals;
                                                   Systematic Withdrawals;
                                                   Payments from the Separate
                                                   Account; Payments from the
                                                   Fixed Interest Account;

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

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

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

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

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

 12.   Taxes.....................................  Federal Tax Matters;
                                                   Introduction; Tax Status
                                                   of the Company and the
                                                   Separate Account; Income
                                                   Taxation of Annuities in
                                                   General -- Non-Qualified
                                                   Plans; Additional
                                                   Considerations; Qualified
                                                   Plans

 13.   Legal Proceedings.........................  Legal Proceedings;
                                                   Legal Matters

 14.   Table of Contents for the Statement of

       Additional Information....................  Statement of Additional
                                                   Information


<PAGE>


                                     PART B

                                                   STATEMENT OF ADDITIONAL
ITEM OF FORM N-4                                     INFORMATION CAPTION
- --------------------------------------------------------------------------------
 15.   Cover Page................................  Cover Page

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

 17.   General Information and History...........  General Information
                                                   and History

 18.   Services

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

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

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

           Independent Public Accountant.........  Independent Auditors

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

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

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

 19.   Purchase of Securities Being Offered......  Distribution of the Contract;
                                                   Limits on Premiums Paid
                                                   Under Tax-Qualified
                                                   Retirement Plans

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

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

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

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


<PAGE>

PROSPECTUS


                   THE T. ROWE PRICE NO-LOAD VARIABLE ANNUITY


[T. ROWE PRICE LOGO]


   
JANUARY 2, 1997
    


<PAGE>


                          Variable Annuity Prospectus


T. ROWE PRICE NO-LOAD VARIABLE ANNUITY
AN INDIVIDUAL FLEXIBLE PREMIUM
DEFERRED VARIABLE ANNUITY CONTRACT


   
JANUARY 2, 1997
    


- --------------------------------------------------------------------------------
ISSUED BY:                              MAILING ADDRESS:
Security Benefit                        T. Rowe Price Variable
Life Insurance Company                  Annuity Service Center
700 SW Harrison Street                  P.O. Box 750440
Topeka, Kansas 66636-0001               Topeka, Kansas 66675-0440
1-800-888-2461                          1-800-469-6587


                                       1

<PAGE>


                          Variable Annuity Prospectus

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

INTRODUCTION

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 A CURRENT  PROSPECTUS FOR THE T. ROWE PRICE
EQUITY SERIES, INC., THE T. ROWE PRICE FIXED INCOME SERIES, INC. AND THE T. ROWE
PRICE  INTERNATIONAL  SERIES, INC. THE PROSPECTUSES SHOULD BE READ CAREFULLY AND
RETAINED FOR FUTURE REFERENCE.


This  Prospectus  describes  the T.  Rowe  Price  No-Load  Variable  Annuity--an
individual  flexible premium deferred variable annuity contract (the "Contract")
issued by Security Benefit Life Insurance Company (the "Company").  The Contract
is  available  for   individuals  as  a  non-tax   qualified   retirement   plan
("Non-Qualified  Plan") or in connection with an individual  retirement  annuity
("IRA")  qualified  under Section 408 of the Internal  Revenue Code  ("Qualified
Plan"). The Contract is designed to give Contractowners  flexibility in planning
for retirement and other financial goals.

During the Accumulation  Period, the Contract provides for the accumulation of a
Contractowner's  value on either a variable  basis, a fixed basis,  or both. The
Contract also provides several options for annuity payments on either a variable
basis,  a fixed basis,  or both to begin on the Annuity Payout Date. The minimum
initial  purchase  payment is $10,000  ($5,000 if made  pursuant to an Automatic
Investment  Program) to purchase a Contract in connection  with a  Non-Qualified
Plan and $2,000 ($25 if made  pursuant to an  Automatic  Investment  Program) to
purchase a Contract in connection  with a Qualified  Plan.  Subsequent  purchase
payments  are  flexible,  though they must be for at least  $1,000 ($200 if made
pursuant  to  an  Automatic   Investment  Program)  for  a  Contract  funding  a
Non-Qualified  Plan or $500 ($25 if made  pursuant  to an  Automatic  Investment
Program)  for a Contract  funding a Qualified  Plan.  Purchase  payments  may be
allocated at the  Contractowner's  discretion to one or more of the  Subaccounts
that  comprise  a  separate  account  of the  Company  called  the T. Rowe Price
Variable  Annuity  Account (the  "Separate  Account"),  or to the Fixed Interest
Account of the Company.  Each  Subaccount of the Separate  Account  invests in a
corresponding  portfolio ("Portfolio") of the T. Rowe Price Equity Series, Inc.,
the T. Rowe Price Fixed Income Series,  Inc. or the T. Rowe Price  International
Series,  Inc. (the "Funds").  Each Portfolio is listed under its respective Fund
below.

T. ROWE PRICE EQUITY SERIES, INC.
         T. Rowe Price New America Growth Portfolio
   
         T. Rowe Price Mid-Cap Growth Portfolio
    
         T. Rowe Price Equity Income Portfolio
         T. Rowe Price Personal Strategy Balanced Portfolio

T. ROWE PRICE FIXED INCOME SERIES, INC.
         T. Rowe Price Limited-Term Bond Portfolio
   
         T. Rowe Price Prime Reserve Portfolio
    

T. ROWE PRICE INTERNATIONAL SERIES, INC.
         T. Rowe Price International Stock Portfolio


                                       2

<PAGE>


                          Variable Annuity Prospectus


Prospective purchasers should be aware that the investments made by the Funds at
any given time are not expected to be the same as the investments  made by other
mutual  funds  T.  Rowe  Price  sponsors,  including  other  mutual  funds  with
investment objectives and policies similar to those of the Funds.

The Contract Value in the Fixed Interest  Account will accrue  interest at rates
that are paid by the Company as  described  in "The Fixed  Interest  Account" on
page 28.  Contract  Value in the Fixed  Interest  Account is  guaranteed  by the
Company.

The  Contract  Value in the  Subaccounts  under a  Contract  will vary  based on
investment  performance  of the  Subaccounts  to  which  the  Contract  Value is
allocated. No minimum amount of Contract Value in the Subaccounts is guaranteed.

   
A Contract may be returned  according to the terms of its  Free-Look  Right (see
"Free-Look  Right," page 23). This Prospectus  concisely sets forth  information
about the Contract and the Separate  Account that a prospective  investor should
know before purchasing the Contract. Certain additional information is contained
in a "Statement of  Additional  Information,"  dated January 2, 1997,  which has
been  filed  with the  Securities  and  Exchange  Commission  (the  "SEC").  The
Statement of  Additional  Information,  as it may be  supplemented  from time to
time, is  incorporated  by reference into this Prospectus and is available at no
charge,  by writing the T. Rowe Price Variable Annuity Service Center,  P.O. Box
750440, Topeka, Kansas 66675-0440,  or by calling  1-800-469-6587.  The table of
contents of the Statement of Additional  Information  is set forth on page 44 of
this Prospectus.



Date: January 2, 1997
    


                                       3

<PAGE>

                          Variable Annuity Prospectus

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

CONTENTS

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


          5       Definitions
          7       Summary
         10       Expense Table
         11       Condensed Financial Information
         12       Information About the Company, the Separate Account,
                  and the Funds
         15       The Contract
         24       Charges and Deductions
         26       Annuity Period
         28       The Fixed Interest Account
         31       More About the Contract
   
         32       Federal Tax Matters
         39       Other Information
         43       Performance Information
         43       Additional Information
    


                                       4

<PAGE>


                          Variable Annuity Prospectus

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

DEFINITIONS

VARIOUS TERMS COMMONLY USED IN THIS PROSPECTUS ARE DEFINED AS FOLLOWS:

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

ACCUMULATION  UNIT  A  unit  of  measure  used  to  calculate  the  value  of  a
Contractowner's interest in a Subaccount during the Accumulation Period.

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

ANNUITY  A  series  of  periodic  income  payments  made  by the  Company  to an
Annuitant,  Joint Annuitant,  or Beneficiary  during the period specified in the
Annuity Option.

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

ANNUITY PERIOD The period during which annuity payments are made.

ANNUITY PAYOUT DATE The date when annuity payments are scheduled to begin.

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

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

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

CONTRACT  VALUE The total  value of the amounts in a Contract  allocated  to the
Sub-accounts  of the Separate  Account and the Fixed Interest  Account as of any
Valuation Date.

CONTRACT YEAR Each 12-month period measured from the Contract Date.

DESIGNATED BENEFICIARY The person having the right to the death benefit, if any,
pay-able upon the death of the Owner or the Joint Owner during the  Accumulation
Period. The Designated Beneficiary is the first person on the following list who
is alive on the date of death of the Owner or the Joint  Owner:  the Owner;  the
Joint Owner; the Primary Beneficiary;  the Secondary Beneficiary; the Annuitant;
or if none of the above is alive, the Owner's Estate.

FIXED INTEREST ACCOUNT An account that is part of the Company's  General Account
in which all or a portion of the Contract Value may be held for  accumulation at
fixed rates of interest  (which may not be less than 3%) declared by the Company
periodically at its discretion.


                                       5

<PAGE>


                          Variable Annuity Prospectus

FUNDS T.Rowe Price Equity Series,  Inc., T.Rowe Price Fixed Income Series,  Inc.
and T.Rowe Price International Series, Inc. The Funds are diversified,  open-end
management investment companies commonly referred to as mutual funds.

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

PURCHASE  PAYMENT  The  amounts  paid to the  Company as  consideration  for the
Contract.

SEPARATE  ACCOUNT  The T. Rowe  Price  Variable  Annuity  Account  is a separate
account of the  Company.  Contract  Value under the Contract may be allocated to
Subaccounts of the Separate Account for variable accumulation.

   
SUBACCOUNT A division of the Separate  Account of the Company which invests in a
separate  Portfolio  of one of  the  Funds.  Currently,  seven  Subaccounts  are
available under the Contract.
    

T. ROWE PRICE VARIABLE  ANNUITY SERVICE CENTER P.O. Box 750440,  Topeka,  Kansas
66675-0440, 1-800-469-6587.

VALUATION  DATE  Each  date on which  the  Separate  Account  is  valued,  which
currently  includes  each day that the T. Rowe Price  Variable  Annuity  Service
Center and the New York Stock  Exchange are open for trading.  The T. Rowe Price
Variable  Annuity  Service  Center and the New York Stock Exchange are 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 A period used in measuring the  investment  experience of each
Subaccount of the Separate Account.  The Valuation Period begins at the close of
one Valuation Date and ends at the close of the next succeeding Valuation Date.

WITHDRAWAL VALUE The amount a Contractowner receives upon full withdrawal of the
Contract,  which is equal to Contract  Value less any premium taxes due and paid
by the Company.


                                       6

<PAGE>


                          Variable Annuity Prospectus

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

SUMMARY

This  summary is  intended to provide a brief  overview of the more  significant
aspects of the  Contract.  Further  detail is provided in this  Prospectus,  the
Statement  of  Additional  Information,  and the  Contract.  Unless the  context
indicates  otherwise,  the  discussion  in this summary and the remainder of the
Prospectus  relates  to the  portion  of the  Contract  involving  the  Separate
Account.  The Fixed  Interest  Account  is  briefly  described  under "The Fixed
Interest Account" on page 28 and in the Contract.

PURPOSE OF THE CONTRACT

The individual flexible premium deferred variable annuity contract  ("Contract")
described in this Prospectus is designed to give  Contractowners  flexibility in
planning for retirement and other financial goals. The Contract provides for the
accumulation of values on a variable  basis, a fixed basis, or both,  during the
Accumulation  Period,  and provides  several  options for annuity  payments on a
variable basis, a fixed basis, or both. During the Accumulation Period, an Owner
can pursue various  allocation  options by allocating  purchase  payments to the
Subaccounts of the Separate Account or to the Fixed Interest  Account.  See "The
Contract," page 15.

The Contract is eligible for purchase as a non-tax qualified retirement plan for
an individual ("Non-Qualified Plan"). The Contract is also eligible for purchase
as an individual  retirement  annuity ("IRA") qualified under Section 408 of the
Internal Revenue Code of 1986, as amended ("Qualified Plan").

THE SEPARATE ACCOUNT AND THE FUNDS

   
Purchase payments  designated to accumulate on a variable basis are allocated to
the Separate Account.  See "Separate  Account," page 12. The Separate Account is
currently  divided  into  seven  accounts  referred  to  as  Subaccounts.   Each
Subaccount  invests  exclusively in shares of a specific Portfolio of one of the
Funds.  Each of the Funds'  Portfolios has a different  investment  objective or
objectives. Each Portfolio is listed under its respective Fund below.
    

T. ROWE PRICE EQUITY SERIES, INC.
         T. Rowe Price New America Growth Portfolio
   
         T. Rowe Price Mid-Cap Growth Portfolio
    
         T. Rowe Price Equity Income Portfolio
         T. Rowe Price Personal Strategy Balanced Portfolio


T. ROWE PRICE FIXED INCOME SERIES, INC.
         T. Rowe Price Limited-Term Bond Portfolio
   
         T. Rowe Price Prime Reserve Portfolio
    

T. ROWE PRICE INTERNATIONAL SERIES, INC.
         T. Rowe Price International Stock Portfolio

Amounts held in a Subaccount will increase or decrease in dollar value depending
on the  investment  performance  of the  corresponding  Portfolio  in which such
Subaccount  invests.  The  Contractowner  bears the investment  risk for amounts
allocated to a Subaccount of the Separate Account.


                                       7

<PAGE>


                          Variable Annuity Prospectus

FIXED INTEREST ACCOUNT

Purchase payments  designated to accumulate on a fixed basis may be allocated to
the Fixed  Interest  Account,  which is part of the Company's  General  Account.
Amounts  allocated  to  the  Fixed  Interest  Account  earn  interest  at  rates
determined  at the  discretion  of the Company and that are  guaranteed to be at
least an  effective  annual  rate of 3%. See "The  Fixed  Interest  Account"  on
page 28.

PURCHASE PAYMENTS

The minimum initial  purchase  payment is $10,000 ($5,000 if made pursuant to an
Automatic  Investment  Program)  for a  Contract  issued  in  connection  with a
Non-Qualified  Plan and $2,000 ($25 if made pursuant to an Automatic  Investment
Program) for a Contract issued in connection with a Qualified Plan.  Thereafter,
the  Contractowner  may choose the amount and  frequency  of purchase  payments,
except  that the minimum  subsequent  purchase  payment is $1,000  ($200 if made
pursuant  to  an  Automatic   Investment  Program)  for  a  Contract  funding  a
Non-Qualified  Plan or $500 ($25 if made  pursuant  to an  Automatic  Investment
Program) for a Contract  funding a Qualified  Plan.  See "Purchase  Payments" on
page 16.

CONTRACT BENEFITS

During  the  Accumulation  Period,  Contract  Value  may  be  exchanged  by  the
Contractowner  among the Subaccounts of the Separate Account and to and from the
Fixed Interest  Account,  subject to certain  restrictions  as described in "The
Contract" on page 15 and "The Fixed Interest Account" on page 28.

   
At any time before the Annuity  Payout Date, a Contract may be  surrendered  for
its Withdrawal Value, and partial withdrawals, including systematic withdrawals,
may be taken from the Contract Value, subject to certain restrictions  described
in "The Fixed Interest Account" on page 28. See "Full and Partial  Withdrawals,"
page  21  and  "Federal  Tax  Matters,"  page  32  for  more  information  about
withdrawals,  including  the 10% penalty  tax that may be imposed  upon full and
partial withdrawals  (including systematic  withdrawals) made prior to the Owner
attaining age 59 1/2.
    

The Contract provides for a death benefit upon the death of the Owner during the
Accumulation  Period. See "Death Benefit," on page 23 for more information.  The
Contract  provides for several  Annuity  Options on either a variable  basis,  a
fixed  basis,  or  both.  Payments  under  the  fixed  Annuity  Options  will be
guaranteed by the Company. See "Annuity Period" on page 26.

FREE-LOOK RIGHT

An Owner may return a Contract within the Free-Look Period, which is generally a
10-day period beginning when the Owner receives the Contract. In this event, the
Company  will  refund  to the Owner  purchase  payments  allocated  to the Fixed
Interest  Account plus the Contract  Value in the  Subaccounts  increased by any
fees or other charges paid. The Company will refund purchase payments  allocated
to  the  Subaccounts  rather  than  the  Contract  Value  in  those  states  and
circumstances  in  which it is  required  to do so.  See  "Free-Look  Right"  on
page 23.


                                       8

<PAGE>


                          Variable Annuity Prospectus

CHARGES AND DEDUCTIONS

The Company does not make any deductions for sales load from purchase  payments.
Certain  charges will be deducted in  connection  with the Contract as described
below.

*  MORTALITY AND EXPENSE RISK CHARGE The Company deducts a daily charge from the
   assets of each  Subaccount for mortality and expense risks equal to an annual
   rate of .55% of each  Subaccount's  average daily net assets.  See "Mortality
   and Expense Risk Charge" on page 24.

*  PREMIUM  TAX CHARGE The Company  assesses a premium  tax charge to  reimburse
   itself for any premium  taxes that it incurs with  respect to this  Contract.
   This charge will usually be deducted on annuitization or upon full withdrawal
   if a premium tax was incurred by the Company and is not  refundable.  Partial
   withdrawals,  including systematic  withdrawals,  may be subject to a premium
   tax charge if a premium tax is incurred on the  withdrawal by the Company and
   is not refundable.  The Company  reserves the right to deduct such taxes when
   due or anytime thereafter. Premium tax rates currently range from 0% to 3.5%.
   See "Premium Tax Charge" on page 25.

*  OTHER EXPENSES The operating expenses of the Separate Account are paid by the
   Company.  Investment  management fees and operating expenses of the Funds are
   paid by the Funds and are  reflected  in the net asset value of Fund  shares.
   For a description  of these charges and expenses,  see the Prospectus for the
   Funds.

CONTACTING THE COMPANY

All written  requests,  notices,  and forms  required by the  Contract,  and any
questions or inquiries  should be directed to the T. Rowe Price Variable Annuity
Service Center, at P.O. Box 750440, Topeka, Kansas 66675-0440, 1-800-469-6587.


                                       9

<PAGE>


                          Variable Annuity Prospectus

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

EXPENSE TABLE

The purpose of this table is to assist  investors in  understanding  the various
costs and expenses borne directly and indirectly by Owners  allocating  Contract
Value to the Subaccounts.  The table reflects any contractual charges,  expenses
of the Separate  Account,  and charges and expenses of the Funds. The table does
not  reflect  premium  taxes that may be imposed by various  jurisdictions.  See
"Premium Tax  Charge,"  page 25. The  information  contained in the table is not
applicable to amounts allocated to the Fixed Interest Account.

For a complete description of a Contract's costs and expenses,  see "Charges and
Deductions,"  page 24. For a more complete  description of each Fund's costs and
expenses, see the Fund Prospectus, which accompanies this Prospectus.

================================================================================
CONTRACTUAL EXPENSES
- --------------------------------------------------------------------------------
Sales Load on Purchase Payments                             None
- --------------------------------------------------------------------------------
Annual Maintenance Fee                                      None
- --------------------------------------------------------------------------------
ANNUAL SEPARATE ACCOUNT EXPENSES
- --------------------------------------------------------------------------------
Annual Mortality and Expense Risk Charge (as a percentage
  of each Subaccount's average daily net assets)            .55%
- --------------------------------------------------------------------------------
Total Annual Separate Account Expenses                      .55%
- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO EXPENSES (AS A PERCENTAGE OF
  EACH PORTFOLIO'S AVERAGE DAILY NET ASSETS)
- --------------------------------------------------------------------------------

                                                                       Total
                                                   Management Other    Portfolio
                                                   Fee*       Expenses Expenses
                                                   -----------------------------
T. Rowe Price New America Growth Portfolio          .85%      0%        .85%
- --------------------------------------------------------------------------------
T. Rowe Price International Stock Portfolio        1.05%      0%       1.05%
- --------------------------------------------------------------------------------
   
T. Rowe Price Mid-Cap Growth Portfolio              .85%      0%        .85%
    
- --------------------------------------------------------------------------------
T. Rowe Price Equity Income Portfolio               .85%      0%        .85%
- --------------------------------------------------------------------------------
T. Rowe Price Personal Strategy Balanced Portfolio  .90%      0%        .90%
- --------------------------------------------------------------------------------
T. Rowe Price Limited-Term Bond Portfolio           .70%      0%        .70%
- --------------------------------------------------------------------------------
   
T. Rowe Price Prime Reserve Portfolio               .55%      0%        .55%
    
================================================================================
TABLE 1

*The management fee includes the ordinary expenses of operating the Funds.

EXAMPLE

   
The example presented below shows expenses that a Contractowner would pay at the
end of one, three,  five or ten years. The information  presented applies if, at
the end of those time periods, the Contract is (1) surrendered,  (2) annuitized,
or (3) not  surrendered or annuitized.  The example shows expenses based upon an
allocation of $1,000 to each of the Subaccounts.
    

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


                                       10

<PAGE>


                          Variable Annuity Prospectus

EXAMPLE -- The Owner would pay the expenses shown below on a $1,000  investment,
assuming 5% annual return on assets:

   
================================================================================
                                            1 Year   3 Years  5 Years  10 Years
- --------------------------------------------------------------------------------
New America Growth Subaccount               $14      $44      $77      $168
- --------------------------------------------------------------------------------
International Stock Subaccount              $16      $50      $87      $190
- --------------------------------------------------------------------------------
Mid-Cap Growth Subaccount                   $14      $44      $77      $168
- --------------------------------------------------------------------------------
Equity Income Subaccount                    $14      $44      $77      $168
- --------------------------------------------------------------------------------
Personal Strategy Balanced Subaccount       $15      $46      $79      $174
- --------------------------------------------------------------------------------
Limited-Term Bond Subaccount                $13      $40      $69      $151
- --------------------------------------------------------------------------------
Prime Reserve Subaccount                    $11      $35      $61      $134
================================================================================
    


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

CONDENSED FINANCIAL INFORMATION

   
The following condensed financial  information presents accumulation unit values
for the period April 1, 1995 (date of inception)  through December 31, 1995, and
January 1, 1996 through September 30, 1996, as well as ending accumulation units
outstanding under each Subaccount.  Condensed  financial  information is not yet
available for the Mid-Cap Growth and Prime Reserve Subaccounts.

================================================================================
                                                       1995        1996
- --------------------------------------------------------------------------------
NEW AMERICA GROWTH SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $13.40
  End of period                                        $13.40      $15.64
Accumulation units:
  Outstanding at the end of period                    333,934   1,412,593
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $11.19
  End of period                                        $11.19      $12.21
Accumulation units:
  Outstanding at the end of period                    218,427     998,823
- --------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $12.37
  End of period                                        $12.37      $13.70
Accumulation units:
  Outstanding at the end of period                    365,712   1,548,203
- --------------------------------------------------------------------------------
PERSONAL STRATEGY BALANCED SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $11.90
  End of period                                        $11.90      $12.74
Accumulation units:
  Outstanding at the end of period                    148,349     506,031
- --------------------------------------------------------------------------------
LIMITED-TERM BOND SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $10.64
  End of period                                        $10.64      $10.70
Accumulation units:
  Outstanding at the end of period                     86,891     362,743
================================================================================

    

                                       11

<PAGE>


                          Variable Annuity Prospectus

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

INFORMATION ABOUT THE COMPANY, THE
SEPARATE ACCOUNT, AND THE FUNDS

SECURITY BENEFIT LIFE INSURANCE COMPANY

The Company 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.

   
The  Company  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.
    

PUBLISHED RATINGS

The Company may from time to time publish in  advertisements,  sales  literature
and reports to Owners,  the ratings and other information  assigned to it by one
or more independent rating  organizations such as A.M. Best Company and Standard
& Poor's. The purpose of the ratings is to reflect the financial strength and/or
claims-paying  ability of the Company and should not be considered as bearing on
the investment performance of assets held in the Separate Account. Each year the
A.M.  Best  Company  reviews the  financial  status of  thousands  of  insurers,
culminating in the  assignment of Best's  Ratings.  These ratings  reflect their
current opinion of the relative financial strength and operating  performance of
an insurance  company in  comparison to the norms of the  life/health  insurance
industry.  In addition,  the claims-paying ability of the Company as measured by
Standard  &  Poor's   Insurance   Ratings   Services   may  be  referred  to  in
advertisements  or sales  literature or in reports to Owners.  These ratings are
opinions of an  operating  insurance  company's  financial  capacity to meet the
obligations  of its  insurance  and annuity  policies in  accordance  with their
terms.  Such ratings do not reflect the  investment  performance of the Separate
Account or the degree of risk  associated  with an  investment  in the  Separate
Account.

SEPARATE ACCOUNT

T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

The T. Rowe Price Variable  Annuity  Account was established by the Company as a
separate  account on March 28, 1994,  pursuant to procedures  established  under
Kansas law. The income, gains, or losses of the Separate Account, whether or not
realized, are, in accordance with the Contracts,  credited to or charged against
the assets of the Separate  Account  without regard to other income,  gains,  or
losses of the Company.  K.S.A. 40-436 provides that assets in a separate account
attributable to the reserves and other  liabilities  under the contracts are not
chargeable with  liabilities  arising from any other business that the insurance
company  conducts  if, and to the  extent  the  contracts  so  provide,  and the
Contract contains such a provision.  The Company owns the assets in the Separate
Account and is required to maintain sufficient assets in the Separate Account to
meet all  Separate  Account  obligations  under the  Contracts.  The Company may
transfer to its General  Account assets that exceed  anticipated  obligations of
the Separate Account. All obligations arising under the Contracts are


                                       12

<PAGE>


                          Variable Annuity Prospectus

general  corporate  obligations  of the Company.  The Company may invest its own
assets in the Separate Account for other purposes,  but not to support contracts
other than  variable  annuity  contracts,  and may  accumulate  in the  Separate
Account  proceeds from Contract  charges and  investment  results  applicable to
those assets.

   
The Separate Account is currently divided into seven Subaccounts.  Income, gains
and losses,  whether or not  realized,  are, in accordance  with the  Contracts,
credited to, or charged against, the assets of each Subaccount without regard to
the income,  gains or losses in the other  Subaccounts.  Each Subaccount invests
exclusively in shares of a specific  Portfolio of one of the Funds.  The Company
may in the future  establish  additional  Subaccounts  of the Separate  Account,
which may invest in other Portfolios of the Funds or in other securities, mutual
funds, or investment vehicles.  Under current contractual  arrangements with the
underwriter,  T. Rowe Price Investment Services,  Inc. ("Investment  Services"),
the  Company  cannot  add new  Subaccounts,  or  substitute  shares  of  another
portfolio,  without the consent of  Investment  Services,  unless such change is
necessary to comply with applicable laws, shares of any or all of the Portfolios
should no longer be available  for  investment,  or, if the Company  receives an
opinion from counsel  acceptable to Investment  Services that substitution is in
the best interest of Contractowners and that further investment in shares of the
Portfolio(s)  would cause undue risk to the Company.  For more information about
the underwriter, see "Distribution of the Contract," page 42.
    

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

THE FUNDS

   
The T. Rowe Price Equity  Series,  Inc.,  the T. Rowe Price Fixed Income Series,
Inc.  and the T.  Rowe  Price  International  Series,  Inc.  (the  "Funds")  are
diversified,  open-end management  investment  companies of the series type. The
Funds are registered with the SEC under the 1940 Act. Such registration does not
involve  supervision by the SEC of the  investments or investment  policy of the
Funds.   Together,   the  Funds   currently  have  seven   separate   portfolios
("Portfolios"),  each of  which  pursues  different  investment  objectives  and
policies.
    

In  addition  to the  Separate  Account,  shares of the Funds are being  sold to
variable  life  insurance  and  variable  annuity  separate  accounts  of  other
insurance companies,  including insurance companies affiliated with the Company.
In the future, it may be disadvantageous  for variable annuity separate accounts
of other life insurance companies,  or for both variable life insurance separate
accounts and variable annuity separate accounts, to invest simultaneously in the
Funds,  although  currently  neither the Company nor the Funds  foresee any such
disadvantages  to either  variable  annuity  owners or variable  life  insurance
owners.  The  management  of the Funds  intends  to  monitor  events in order to
identify any material  conflicts  between or among  variable  annuity owners and
variable life insurance  owners and to determine what action,  if any, should be
taken in response. In addition, if the Company believes that any Fund's response
to any of those events or


                                       13

<PAGE>


                          Variable Annuity Prospectus

conflicts insufficiently protects Owners, it will take appropriate action on its
own. For more information see the Funds' prospectus.

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

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

T. ROWE PRICE NEW AMERICA GROWTH PORTFOLIO

The investment objective of the New America Growth Portfolio is long-term growth
of capital  through  investments  primarily in the common stocks of U.S.  growth
companies which operate in service industries.

T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO

The  investment  objective  of the  International  Stock  Portfolio  is to  seek
long-term  growth of capital through  investments  primarily in common stocks of
established, non-U.S. companies.

   
T. ROWE PRICE MID-CAP GROWTH PORTFOLIO

The investment objective of the Mid-Cap Growth Portfolio is to provide long-term
capital  appreciation  by investing  primarily  in  companies  that offer proven
products or services.
    

T. ROWE PRICE EQUITY INCOME PORTFOLIO

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

T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO

The investment  objective of the Personal Strategy Balanced Portfolio is to seek
the highest total return over time  consistent  with an emphasis on both capital
appreciation and income.

T. ROWE PRICE LIMITED-TERM BOND PORTFOLIO

The investment  objective of the  Limited-Term  Bond Portfolio is to seek a high
level  of  income  consistent  with  moderate  price  fluctuation  by  investing
primarily in short- and intermediate-term investment grade debt securities.

   
T. ROWE PRICE PRIME RESERVE PORTFOLIO

The investment  objectives of the Prime Reserve  Portfolio are  preservation  of
capital,  liquidity,  and,  consistent with these,  the highest possible current
income, by investing primarily in high-quality money market securities.
    


                                       14

<PAGE>


                          Variable Annuity Prospectus

THE INVESTMENT ADVISERS

T. Rowe Price  Associates,  Inc. ("T.  Rowe  Price"),  located at 100 East Pratt
Street,  Baltimore,  Maryland  21202,  serves  as  Investment  Adviser  to  each
Portfolio,  except  the  T.  Rowe  Price  International  Stock  Portfolio.  Rowe
Price-Fleming  International,  Inc.  ("Price-Fleming"),  an affiliate of T. Rowe
Price,  serves as Investment  Adviser to the T. Rowe Price  International  Stock
Portfolio.  Price-Fleming's  U.S.  office is located  at 100 East Pratt  Street,
Baltimore,  Maryland  21202.  As Investment  Adviser to each of the  Portfolios,
except  the T. Rowe  Price  International  Stock  Portfolio,  T.  Rowe  Price is
responsible  for selection and  management of their  portfolio  investments.  As
Investment  Adviser  to  the  T.  Rowe  Price   International  Stock  Portfolio,
Price-Fleming  is  responsible  for  selection  and  management of its portfolio
investments.  Each of T. Rowe Price and Price-Fleming is registered with the SEC
as an investment adviser.

T. Rowe Price and  Price-Fleming  are not affiliated  with the Company,  and the
Company  has  no  responsibility   for  the  management  or  operations  of  the
Portfolios.


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

THE CONTRACT

GENERAL

The  Contract  offered by this  Prospectus  is an  individual  flexible  premium
deferred variable annuity that is issued by the Company.  To the extent that all
or a portion of purchase payments are allocated to the Subaccounts, the Contract
is significantly different from a fixed annuity contract in that it is the Owner
under a Contract who assumes the risk of investment gain or loss rather than the
Company.  During the Accumulation Period, a Contractowner's value accumulates on
either a variable  basis,  a fixed  basis,  or both,  depending  on the  Owner's
allocation of Contract Value to the Subaccounts and the Fixed Interest  Account.
The Contract also provides  several Annuity Options under which the Company will
pay  periodic  annuity  payments  on a variable  basis,  a fixed  basis or both,
beginning  on the Annuity  Payout Date.  The amount that will be  available  for
annuity payments will depend on the investment performance of the Subaccounts to
which Contract  Value has been allocated and the amount of interest  credited on
Contract Value that has been allocated to the Fixed Interest Account.

The Contract is available for purchase as a non-tax  qualified  retirement  plan
("Non-Qualified  Plan") by an  individual.  The  Contract is also  eligible  for
purchase as an individual retirement annuity ("IRA") qualified under Section 408
of the Internal Revenue Code ("Qualified Plan"). Joint Owners are permitted only
on a Contract issued pursuant to a Non-Qualified Plan.

APPLICATION FOR A CONTRACT

Any person  wishing to  purchase a  Contract  may submit an  application  and an
initial  purchase  payment  to the  Company,  as  well  as  any  other  form  or
information  that the Company may require.  The initial  purchase payment may be
made by check or,  if an  applicant  owns  shares  of one or more  mutual  funds
distributed by Investment  Services ("T. Rowe Price Funds"),  by electing on the
application to redeem shares of that fund(s) and forward the redemption proceeds
to the Company.  Any such transaction shall be effected by Investment  Services,
the  distributor  of the T.  Rowe  Price  mutual  funds  and the  Contract.  The
redemption of fund shares is a sale of shares for tax purposes, which


                                       15

<PAGE>


                          Variable Annuity Prospectus

may  result  in a taxable  gain or loss.  The  application  may be  obtained  by
contacting  the T. Rowe Price  Variable  Annuity  Service  Center.  The  Company
reserves the right to reject an application or purchase  payment for any reason,
subject  to  the  Company's   underwriting  standards  and  guidelines  and  any
applicable state or federal law relating to nondiscrimination.

The maximum age of an Owner or Annuitant  for which a Contract will be issued is
85. If there  are Joint  Owners or  Annuitants,  the  maximum  issue age will be
determined by reference to the older Owner or Annuitant.

PURCHASE PAYMENTS

The minimum initial  purchase  payment for the purchase of a Contract is $10,000
($5,000 if made pursuant to an Automatic  Investment Program) in connection with
a Non-Qualified Plan and $2,000 ($25 if made pursuant to an Automatic Investment
Program) in connection with a Qualified Plan. Thereafter,  the Contractowner may
choose the amount and  frequency of purchase  payments,  except that the minimum
subsequent  purchase  payment is $1,000  ($200 if made  pursuant to an Automatic
Investment Program) for Non-Qualified Plans and $500 ($25 if made pursuant to an
Automatic  Investment  Program) for Qualified  Plans. The Company may reduce the
minimum purchase payment requirements under certain  circumstances,  such as for
group or  sponsored  arrangements.  Cumulative  purchase  payments  exceeding $1
million  will not be accepted  under a Contract  without  prior  approval of the
Company.

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

Subsequent  purchase  payments  will be credited as of the end of the  Valuation
Period in which they are  received by the Company at the T. Rowe Price  Variable
Annuity Service Center. Purchase payments after the initial purchase payment may
be made at any time prior to the Annuity  Payout  Date,  so long as the Owner is
living.  Subsequent  purchase  payments under a Qualified Plan may be limited by
the terms of the plan and  provisions of the Internal  Revenue Code.  Subsequent
purchase  payments may be paid under an Automatic  Investment  Program or, if an
Owner owns shares of one or more T. Rowe Price Funds,  by  directing  Investment
Services to redeem shares of that fund(s) and forward the redemption proceeds to
the Company as a  subsequent  purchase  payment.  The minimum  initial  purchase
payment  required must be paid before the Automatic  Investment  Program will be
accepted by the Company.  The  redemption of fund shares is a sale of shares for
tax purposes, which may result in a taxable gain or loss.


                                       16

<PAGE>


                          Variable Annuity Prospectus

ALLOCATION OF PURCHASE PAYMENTS

   
In an application for a Contract,  the Contractowner  selects the Subaccounts or
the  Fixed  Interest  Account  to which  purchase  payments  will be  allocated.
Purchase   payments   will  be  allocated   according  to  the   Contractowner's
instructions  contained in the application or more recent instructions received,
if any,  except that no purchase  payment  allocation  is  permitted  that would
result in less than $25 per payment being allocated to any one Subaccount or the
Fixed Interest  Account.  Available  allocation  alternatives  include the seven
Subaccounts and the Fixed Interest Account.

A  Contractowner  may change the purchase  payment  allocation  instructions  by
submitting  a proper  written  request  to the T. Rowe  Price  Variable  Annuity
Service  Center.  A proper change in allocation  instructions  will be effective
upon receipt by the Company at the T. Rowe Price Variable Annuity Service Center
and will  continue in effect  until  subsequently  changed.  Changes in purchase
payment allocation instructions may be made by telephone or by sending a request
in writing to the T. Rowe Price Variable Annuity Service Center.  Changes in the
allocation  of future  purchase  payments  have no effect on  existing  Contract
Value. Such Contract Value,  however,  may be exchanged among the Subaccounts of
the Separate  Account and the Fixed Interest  Account in the manner described in
"Exchanges of Contract Value," page 19.
    

DOLLAR COST AVERAGING OPTION

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

A Dollar  Cost  Averaging  Request  form is  available  from the T.  Rowe  Price
Variable  Annuity  Service Center upon request.  On the form, the  Contractowner
must  designate  whether  Contract  Value is to be  exchanged  on the basis of a
specific  dollar  amount,  a fixed period or earnings  only,  the  Subaccount or
Subaccounts to and from which the exchanges will be made, the desired  frequency
of the exchanges,  which may be on a monthly,  quarterly,  semiannual, or annual
basis,  and the length of time during which the exchanges  shall continue or the
total amount to be exchanged over time.

To elect the Dollar Cost Averaging Option, the Owner's Contract Value must be at
least $5,000,  ($2,000 for a Contract  funding a Qualified  Plan),  and a Dollar
Cost Averaging


                                       17

<PAGE>


                          Variable Annuity Prospectus

Request  in proper  form must be  received  by the  Company at the T. Rowe Price
Variable Annuity Service Center. The Dollar Cost Averaging Request form will not
be considered complete until the Contractowner's  Contract Value is at least the
required amount. A Contractowner  may not have in effect at the same time Dollar
Cost Averaging and Asset Rebalancing Options.

After the Company has received a Dollar Cost Averaging Request in proper form at
the T. Rowe Price Variable  Annuity  Service  Center,  the Company will exchange
Contract Value in amounts  designated by the  Contractowner  from the Subaccount
from which  exchanges are to be made to the Subaccount or Subaccounts  chosen by
the  Contractowner.  The minimum  amount that may be  exchanged  is $200 and the
minimum amount that may be allocated to any one Subaccount is $25. Each exchange
will be effected on the date  specified by the Owner or if no date is specified,
on  the  monthly,  quarterly,  semiannual,  or  annual  anniversary,   whichever
corresponds to the period selected by the Contractowner,  of the date of receipt
at the T. Rowe Price Variable  Annuity Service Center of a Dollar Cost Averaging
Request in proper form.  Exchanges  will be made until the total amount  elected
has  been  exchanged,  or until  Contract  Value in the  Subaccount  from  which
exchanges are made has been depleted.  Amounts periodically exchanged under this
option are not included in the six  exchanges per Contract Year that are allowed
as discussed in "Exchanges of Contract Value" on page 19.

A Contractowner  may instruct the Company at any time to terminate the option by
written request to the T. Rowe Price Variable  Annuity  Service Center.  In that
event, the Contract Value in the Subaccount from which exchanges were being made
that  has  not  been  exchanged  will  remain  in  that  Subaccount  unless  the
Contractowner  instructs  otherwise.  If  a  Contractowner  wishes  to  continue
exchanging  on a  dollar  cost  averaging  basis  after  the  expiration  of the
applicable  period,  the  total  amount  elected  has  been  exchanged,  or  the
Subaccount has been depleted, or after the Dollar Cost Averaging Option has been
canceled,  a new Dollar Cost Averaging Request must be completed and sent to the
T. Rowe Price Variable  Annuity Service  Center,  and the Contract must meet the
$5,000 ($2,000 for a Contract  funding a Qualified Plan) minimum required amount
of Contract Value at that time. The Company may discontinue,  modify, or suspend
the Dollar Cost  Averaging  Option at any time provided that, as required by its
current  contractual  arrangements with Investment  Services,  the Company first
obtains  the  consent  of  Investment  Services,  which  consent  shall  not  be
unreasonably withheld.

Contract  Value may also be dollar cost  averaged to or from the Fixed  Interest
Account,  subject to certain  restrictions  described  under "The Fixed Interest
Account," page 28.

ASSET REBALANCING OPTION

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


                                       18

<PAGE>


                          Variable Annuity Prospectus

method of investing  may help a  Contractowner  buy low and sell high,  although
there can be no assurance of this.  This  investment  method does not  guarantee
profits, nor does it assure that a Contractowner will not have losses.

To elect the Asset Rebalancing  Option,  the Contract Value in the Contract must
be at least  $10,000  ($2,000 for a Contract  funding a  Qualified  Plan) and an
Asset Rebalancing  Request in proper form must be received by the Company at the
T. Rowe Price Variable Annuity Service Center.  A Contractowner  may not have in
effect at the same time Dollar Cost Averaging and Asset Rebalancing  Options. An
Asset  Rebalancing  Request form is available  upon  request.  On the form,  the
Contractowner  must indicate the  applicable  Subaccounts  and the percentage of
Contract Value which should be allocated to each of the  applicable  Subaccounts
each quarter under the Asset Rebalancing Option. If the Asset Rebalancing Option
is elected,  all Contract Value allocated to the Subaccounts must be included in
the Asset Rebalancing Option.

This option will result in the exchange of Contract  Value to one or more of the
Subaccounts  on the  date  specified  by the  Contractowner  or,  if no  date is
specified, on the date of the Company's receipt of the Asset Rebalancing Request
in  proper  form  and on  each  quarterly  anniversary  of the  applicable  date
thereafter.  The amounts  exchanged  will be credited at the  Accumulation  Unit
value as of the end of the Valuation  Dates on which the exchanges are effected.
Amounts  periodically  exchanged  under this option are not  included in the six
exchanges per Contract Year that are allowed as discussed below.

A Contractowner may instruct the Company at any time to terminate this option by
written request to the T. Rowe Price Variable Annuity Service Center and, in the
event  of an  exchange  of  Contract  Value  by  written  request  or  telephone
instructions,  this option will terminate  automatically.  In either event,  the
Contract  Value in the  Subaccounts  that has not been  exchanged will remain in
those   Subaccounts   regardless  of  the  percentage   allocation   unless  the
Contractowner  instructs  otherwise.  If a Contractowner  wishes to resume Asset
Rebalancing  after it has been canceled,  a new Asset  Rebalancing  Request form
must be completed and sent to the T. Rowe Price Variable  Annuity Service Center
and the Contract  Value at the time the request is made must be at least $10,000
($2,000 for a Contract  funding a Qualified  Plan). The Company may discontinue,
modify,  or suspend the Asset  Rebalancing  Option at any time provided that, as
required by its current contractual  arrangements with Investment Services,  the
Company first obtains the consent of  Investment  Services,  which consent shall
not be unreasonably withheld.

Contract Value  allocated to the Fixed  Interest  Account may be included in the
Asset Rebalancing Program,  subject to certain restrictions described under "The
Fixed Interest Account," page 28.

EXCHANGES OF CONTRACT VALUE

During  the  Accumulation  Period,  Contract  Value may be  exchanged  among the
Sub-accounts  by the  Contractowner  upon proper written  request to the T. Rowe
Price  Variable  Annuity  Service  Center.  Exchanges  (other than  exchanges in
connection with the Dollar Cost Averaging or Asset  Rebalancing  Options) may be
made by telephone  if an  Authorization  for  Telephone  Requests  form has been
properly  completed,  signed  and filed at the T. Rowe  Price  Variable  Annuity
Service  Center.  Up to six  exchanges  are allowed in any  Contract  Year.  The
minimum  exchange amount is $500 ($200 under the Dollar Cost Averaging  Option),
or the amount remaining in a given Subaccount.


                                       19

<PAGE>


                          Variable Annuity Prospectus

Contract  Value may also be  exchanged  between  the  Subaccounts  and the Fixed
Interest  Account;  however,  exchanges from the Fixed  Interest  Account to the
Subaccounts  are  restricted  as  described  in "The  Fixed  Interest  Account,"
page 28.

The Company reserves the right at a future date, to waive or limit the number of
exchanges  permitted  each  Contract  Year, to suspend  exchanges,  to limit the
amount that may be subject to exchanges  and the amount  remaining in an account
after  an  exchange,  to  impose  conditions  on the  right to  exchange  and to
discontinue  telephone  exchanges  provided  that,  as  required  by its current
contractual arrangements with Investment Services, the Company first obtains the
consent  of  Investment  Services,  which  consent  shall  not  be  unreasonably
withheld.

CONTRACT VALUE

The Contract  Value is the sum of the amounts  under the  Contract  held in each
Subaccount of the Separate  Account and in the Fixed Interest  Account as of any
Valuation Date.

On each  Valuation  Date,  the portion of the  Contract  Value  allocated to any
particular  Subaccount will be adjusted to reflect the investment  experience of
that Subaccount for that date. See  "Determination of Contract Value," below. No
minimum amount of Contract Value is guaranteed. A Contractowner bears the entire
investment  risk  relating  to the  investment  performance  of  Contract  Value
allocated to the Subaccounts.

DETERMINATION OF CONTRACT VALUE

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

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


                                       20

<PAGE>


                          Variable Annuity Prospectus

Contract  will  not be  changed  by any  subsequent  change  in the  value of an
Accumulation  Unit, but the dollar value of an  Accumulation  Unit may vary from
Valuation Date to Valuation Date depending upon the investment experience of the
Subaccount and charges against the Subaccount.

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

FULL AND PARTIAL WITHDRAWALS

A Contractowner may obtain proceeds from a Contract by surrendering the Contract
for its Withdrawal  Value or by making a partial  withdrawal.  A full or partial
withdrawal,  including a systematic  withdrawal,  may be taken from the Contract
Value at any time while the Owner is living and before the Annuity  Payout Date,
subject to restrictions on partial  withdrawals of Contract Value from the Fixed
Interest  Account  and  limitations  under  applicable  law.  A full or  partial
withdrawal  request will be effective as of the end of the Valuation Period that
a proper  written  request  is  received  by the  Company  at the T. Rowe  Price
Variable  Annuity  Service  Center.  A proper  written  request must include the
written  consent  of any  effective  assignee  or  irrevocable  Beneficiary,  if
applicable. A Contractowner may direct Investment Services to apply the proceeds
of a full or partial  withdrawal to the purchase of shares of one or more of the
T. Rowe Price Funds by so indicating in their written withdrawal request.

The proceeds  received upon a full withdrawal will be the Contract's  Withdrawal
Value.  The Withdrawal Value is equal to the Contract Value as of the end of the
Valuation  Period  during which a proper  withdrawal  request is received by the
Company at the T. Rowe Price Variable  Annuity Service Center,  less any premium
taxes due and paid by the Company.  A partial  withdrawal may be requested for a
specified percentage or dollar amount of Contract Value. Each partial withdrawal
must be for at least $500 except  systematic  withdrawals  discussed on the next
page. A request for a partial withdrawal will result in a payment by the Company
in accordance with the amount specified in the partial withdrawal request.  Upon
payment,  the  Contract  Value will be reduced by an amount equal to the payment
and any applicable  premium tax. If a partial withdrawal is requested that would
leave the  Withdrawal  Value in the Contract less than $2,000,  then the Company
reserves  the  right to treat the  partial  withdrawal  as a request  for a full
withdrawal.

The amount of a partial  withdrawal  will be deducted from the Contract Value in
the Subaccounts and the Fixed Interest Account, according to the Contractowner's
instructions to the Company,  subject to the restrictions on partial withdrawals
from the Fixed Interest Account. See "The Fixed Interest Account" on page 28. If
a Contractowner  does not specify the  allocation,  the Company will contact the
Contractowner  for  instructions,  and the withdrawal will be effected as of the
end of the Valuation Period in which


                                       21

<PAGE>


                          Variable Annuity Prospectus

such  instructions  are  obtained.  A full or partial  withdrawal,  including  a
systematic  withdrawal,  may be subject to a premium tax charge to reimburse the
Company  for any tax on  premiums  on a Contract  that may be imposed by various
states and municipalities. See "Premium Tax Charge" on page 25.

   
A full or partial withdrawal,  including a systematic withdrawal,  may result in
receipt of taxable income to the Owner and, if made prior to the Owner attaining
age 59 1/2,  may be subject to a 10%  penalty  tax.  The tax  consequences  of a
withdrawal under the Contract should be carefully  considered.  See "Federal Tax
Matters" on page 32.
    

SYSTEMATIC WITHDRAWALS

The Company currently offers a feature under which systematic withdrawals may be
elected.  Under this feature,  a Contractowner  may elect to receive  systematic
withdrawals  before the  Annuity  Payout  Date by  sending a properly  completed
Systematic  Withdrawal Request form to the Company at the T. Rowe Price Variable
Annuity Service Center. A Contractowner may direct Investment  Services to apply
the proceeds of a systematic  withdrawal to shares of one or more of the T. Rowe
Price Funds by so indicating on the Systematic Withdrawal Request form. A proper
request  must  include  the  written  consent  of  any  effective   assignee  or
irrevocable  Beneficiary,  if  applicable.  A  Contractowner  may  designate the
systematic  withdrawal amount as a percentage of Contract Value allocated to the
Subaccounts and/or Fixed Interest Account,  as a specified dollar amount, as all
earnings in the Contract,  or as based upon the life  expectancy of the Owner or
the  Owner  and a  Beneficiary,  and the  desired  frequency  of the  systematic
withdrawals,  which  may  be  monthly,  quarterly,   semiannually  or  annually.
Systematic withdrawals may be stopped or modified upon proper written request by
the Contractowner  received by the Company at the T. Rowe Price Variable Annuity
Service  Center at least 30 days in advance of the requested date of termination
or modification.

Each  systematic   withdrawal   must  be  at  least  $100.  Upon  payment,   the
Contractowner's Contract Value will be reduced by an amount equal to the payment
proceeds plus any applicable  premium  taxes.  Any  systematic  withdrawal  that
equals or exceeds the Withdrawal Value will be treated as a full withdrawal.  In
no event will payment of a systematic  withdrawal  exceed the Withdrawal  Value.
The Contract will automatically  terminate if a systematic withdrawal causes the
Contract's Withdrawal Value to equal zero.

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

   
The  Company  may,  at any  time,  discontinue,  modify  or  suspend  systematic
withdrawals  provided that, as required by its current contractual  arrangements
with  Investment  Services,  the Company first obtains the consent of Investment
Services,   which  consent  shall  not  be  unreasonably  withheld.   Systematic
withdrawals  from Contract Value  allocated to the Fixed  Interest  Account must
provide for payments over a period of not less than 36 months as described under
"The Fixed Interest  Account" on page 28. The tax  consequences  of a systematic
withdrawal,  including the 10% penalty tax imposed on withdrawals  made prior to
the Owner attaining age 59 1/2, should be carefully considered. See "Federal Tax
Matters" on page 32.
    


                                       22

<PAGE>


                          Variable Annuity Prospectus

FREE-LOOK RIGHT

An Owner may return a Contract within the Free-Look Period, which is generally a
10-day  period  beginning  when the Owner  receives the  Contract.  The returned
Contract  will then be deemed  void and the  Company  will  refund any  purchase
payments  allocated to the Fixed Interest Account plus the Contract Value in the
Subaccounts  as of the end of the  Valuation  Period  during  which the returned
Contract is received by the Company.  The Company will return purchase  payments
allocated  to the  Subaccounts  rather than  Contract  Value in those states and
circumstances in which it is required to do so.

DEATH BENEFIT

If the Owner dies during the Accumulation Period, the Company will pay the death
benefit  proceeds to the  Designated  Beneficiary  upon  receipt of due proof of
death and instructions regarding payment to the Designated Beneficiary. If there
are Joint Owners, the death benefit proceeds will be payable upon receipt of due
proof of death of either Owner during the  Accumulation  Period and instructions
regarding  payment.  If the surviving  spouse of the deceased  Owner is the sole
Designated Beneficiary, such spouse may elect to continue the Contract in force,
subject to certain  limitations.  See  "Distribution  Requirements"  on the next
page. If the Owner is not a natural person,  the death benefit  proceeds will be
payable  upon  receipt  of due  proof  of  death  of the  Annuitant  during  the
Accumulation  Period and instructions  regarding payment,  and the amount of the
death  benefit  is  based  on the age of the  oldest  Annuitant  on the date the
Contract  was  issued.  If the death of an Owner  occurs on or after the Annuity
Payout Date,  no death  benefit  proceeds  will be payable  under the  Contract,
except that any guaranteed payments remaining unpaid will continue to be paid to
the Annuitant pursuant to the Annuity Option in force at the date of death.

The death  benefit  proceeds  will be the death  benefit  reduced by any premium
taxes due or paid by the  Company.  If an Owner  dies  during  the  Accumulation
Period and the age of each Owner was 75 or younger on the date the  Contract was
issued, the amount of the death benefit will be the greatest of (1) the Contract
Value as of the end of the  Valuation  Period  in which  due  proof of death and
instructions  regarding payment are received by the Company at the T. Rowe Price
Variable Annuity Service Center,  (2) the aggregate  purchase  payments received
less any reductions caused by previous withdrawals,  or (3) the stepped-up death
benefit.  The stepped-up  death benefit is: (a) the highest death benefit on any
annual  Contract  anniversary  that is both an exact multiple of five and occurs
prior to the oldest Owner attaining age 76, plus (b) any purchase  payments made
since the applicable fifth annual Contract anniversary, less (c) any withdrawals
since the applicable anniversary.

If an Owner dies during the  Accumulation  Period and the Contract was issued to
the Owner  after age 75, the amount of the death  benefit  will be the  Contract
Value as of the end of the  Valuation  Period  in which  due  proof of death and
instructions  regarding payment are received by the Company at the T. Rowe Price
Variable Annuity Service Center.

Notwithstanding  the  foregoing,  the  death  benefit  for  Contracts  issued in
Florida, regardless of age at issue, is the greater of (1) the Contract Value as
of the end of the Valuation  Period in which due proof of death and instructions
regarding  payment are received at the T. Rowe Price  Variable  Annuity  Service
Center,  or (2) the aggregate  purchase  payments  received less any  reductions
caused by previous withdrawals.


                                       23

<PAGE>


                          Variable Annuity Prospectus

   
The death  benefit  proceeds  will be paid to the  Designated  Beneficiary  in a
single sum or under one of the  Annuity  Options,  as elected by the  Designated
Beneficiary.  If the Designated Beneficiary is to receive annuity payments under
an Annuity  Option,  there may be limits under  applicable law on the amount and
duration  of  payments  that  the  Beneficiary  may  receive,  and  requirements
respecting timing of payments.  A tax adviser should be consulted in considering
Annuity  Options.  See "Federal Tax Matters," on page 32 for a discussion of the
tax consequences in the event of death.
    

DISTRIBUTION REQUIREMENTS

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

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

DEATH OF THE ANNUITANT

If the  Annuitant  dies prior to the  Annuity  Payout  Date,  and the Owner is a
natural  person and is not the  Annuitant,  no death  benefit  proceeds  will be
payable under the Contract. The Owner may name a new Annuitant within 30 days of
the  Annuitant's  death.  If a new  Annuitant  is not named,  the  Company  will
designate  the  Owner as  Annuitant.  On the  death of the  Annuitant  after the
Annuity Payout Date, any guaranteed  payments  remaining unpaid will continue to
be paid to the Designated Beneficiary pursuant to the Annuity Option in force at
the date of death.


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

CHARGES AND DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE

The  Company  deducts a daily  charge  from the  assets of each  Subaccount  for
mortality  and expense risks  assumed by the Company  under the  Contracts.  The
charge is equal to an annual rate of .55% of each Subaccount's average daily net
assets.  This amount is intended to compensate the Company for certain mortality
and  expense  risks the  Company  assumes  in  offering  and  administering  the
Contracts and in operating the Subaccounts.

The  expense  risk borne by the  Company is the risk that the  Company's  actual
expenses  in  issuing  and   administering   the  Contracts  and  operating  the
Subaccounts will be more than the profit realized from the mortality and expense
risk charge. The mortality risk borne


                                       24

<PAGE>


                          Variable Annuity Prospectus

by the Company is the risk that  Annuitants,  as a group,  will live longer than
the Company's  actuarial tables predict.  In this event, the Company  guarantees
that annuity  payments will not be affected by a change in mortality  experience
that results in the payment of greater  annuity  income than  assumed  under the
Annuity  Options in the Contract.  The Company also assumes a mortality  risk in
connection with the death benefit under the Contract.

The Company may ultimately realize a profit from this charge to the extent it is
not needed to cover mortality and administrative  expenses,  but the Company may
realize a loss to the extent the charge is not  sufficient.  The Company may use
any  profit  derived  from this  charge for any lawful  purpose,  including  any
promotional and  administrative  expenses,  including  compensation  paid by the
Company to T. Rowe Price  Insurance  Agency,  Inc. at the annual rate of .10% of
each Subaccount's average daily net assets for administrative services.

PREMIUM TAX CHARGE

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

OTHER CHARGES

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

GUARANTEE OF CERTAIN CHARGES

The Company  guarantees that the charge for mortality and expense risks will not
exceed an annual rate of .55% of each Subaccount's average daily net assets.

FUND EXPENSES

Each Subaccount of the Separate Account  purchases shares at the net asset value
of the  corresponding  Portfolio of the Funds.  Each Portfolio's net asset value
reflects the investment  management fee and any other expenses that are deducted
from the assets of the Fund.  These fees and expenses are not deducted  from the
Subaccount,  but are paid from the assets of the corresponding  Portfolio.  As a
result, the Owner indirectly bears a pro rata portion of such fees and expenses.
The management fees and other  expenses,  if any, which are more fully described
in the Funds'  prospectus,  are not  specified  or fixed  under the terms of the
Contract and the Company bears no responsibility for such fees and expenses.


                                       25

<PAGE>


                          Variable Annuity Prospectus

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

ANNUITY PERIOD

GENERAL

The Contractowner may select the Annuity Payout Date at the time of application.
The  Annuity  Payout  Date  may not be  deferred  beyond  the  Annuitant's  90th
birthday,  although the terms of a Qualified Plan and the laws of certain states
may  require  annuitization  at an earlier  age. If the  Contractowner  does not
select an Annuity  Payout Date, the Annuity Payout Date will be the later of the
Annuitant's  70th  birthday  or  the  tenth  annual  Contract  Anniversary.  See
"Selection of an Option," on page 28. If there are Joint  Annuitants,  the birth
date of the older  Annuitant will be used to determine the latest Annuity Payout
Date.

On the Annuity  Payout Date,  the proceeds under the Contract will be applied to
provide an annuity  under one of the options  described on pages 27 and 28. Each
option is available in two  forms--either as a variable annuity supported by the
Subaccounts  or as a fixed annuity  supported by the Fixed Interest  Account.  A
combination  variable  and fixed  annuity is also  available.  Variable  annuity
payments  will  fluctuate  with the  investment  performance  of the  applicable
Subaccounts  while fixed  annuity  payments  will not.  Unless the Owner directs
otherwise,  proceeds  derived from Contract Value  allocated to the  Subaccounts
will be  applied to  purchase  a variable  annuity  and  proceeds  derived  from
Contract  Value  allocated  to the Fixed  Interest  Account  will be  applied to
purchase a fixed  annuity.  The proceeds under the Contract will be equal to the
Contractowner's Contract Value in the Subaccounts and the Fixed Interest Account
as of the Annuity Payout Date, reduced by any applicable premium taxes.

The Contract  provides for seven Annuity  Options.  Other Annuity Options may be
available upon request at the discretion of the Company.  Annuity payments under
Annuity  Options 1 through 4 are based  upon  annuity  rates  that vary with the
Annuity Option  selected.  In the case of Options 1 through 4, the annuity rates
will vary based on the age and sex of the  Annuitant,  except that unisex  rates
are used where  required by law. In the case of Options 5, 6 and 7 as  described
on pages 27 and 28, annuity rates based on age and sex are not used to calculate
annuity  payments.  The annuity rates are based upon an assumed interest rate of
3.5  percent,  compounded  annually.  If no Annuity  Option  has been  selected,
annuity  payments will be made to the Annuitant under Option 2 which shall be an
annuity  payable  monthly  during the lifetime of the  Annuitant  with  payments
guaranteed to be made for 120 months.

Annuity  payments  can be made on a monthly,  quarterly,  semiannual,  or annual
basis, although no payments will be made for less than $100. A Contractowner may
direct Investment Services to apply the proceeds of an annuity payment to shares
of one or more of the T. Rowe Price Funds by submitting a written request to the
T. Rowe Price  Variable  Annuity  Service  Center.  If the frequency of payments
selected  would result in payments of less than $100,  the Company  reserves the
right to change the frequency.

An Owner may designate or change an Annuity  Payout Date,  Annuity  Option,  and
Annuitant,  provided  proper  written  notice is  received by the Company at the
T. Rowe Price  Variable  Annuity  Service  Center at least 30 days  prior to the
Annuity  Payout  Date set forth in the  Contract.  The date  selected as the new
Annuity  Payout  Date  must be at least 30 days  after the date  written  notice
requesting  a change of Annuity  Payout  Date is  received  at the T. Rowe Price
Variable Annuity Service Center.


                                       26

<PAGE>


                          Variable Annuity Prospectus

   
During the Annuity Period, Contract Value may be exchanged among the Subaccounts
by the  Contractowner  upon proper written request to the T. Rowe Price Variable
Annuity  Service  Center.  Up to six exchanges are allowed in any Contract Year.
Exchanges are not allowed  within 30 days of the Annuity  Payout Date. If one of
Annuity  Options 5 through 7 is selected,  Contract  Value also may be exchanged
between  the  Subaccounts  and  the  Fixed  Interest  Account,  subject  to  the
restrictions on exchanges from the Fixed Interest  Account  described under "The
Fixed  Interest  Account," page 28. The minimum  exchange  amount is $500 or, if
less, the amount remaining in the Fixed Interest Account or Subaccount.
    

Once annuity  payments have  commenced  under Annuity  Options 1, 2, 3, or 4, an
Annuitant or Owner cannot change the Annuity Option and cannot  surrender his or
her annuity and receive a lump-sum  settlement  in lieu  thereof.  The  Contract
specifies  annuity tables for Annuity  Options 1 through 4 described below which
contain the guaranteed  minimum dollar amount of periodic  annuity  payments for
each $1,000 applied to an Annuity Option for a fixed annuity.

ANNUITY OPTIONS

OPTION  1 - LIFE  INCOME  Periodic  annuity  payments  will be made  during  the
lifetime of the Annuitant. It is possible under this Option for any Annuitant to
receive only one annuity payment if the Annuitant's  death occurred prior to the
due date of the second annuity payment, two if death occurred prior to the third
annuity payment due date, etc. THERE IS NO MINIMUM NUMBER OF PAYMENTS GUARANTEED
UNDER THIS OPTION. PAYMENTS CEASE UPON THE DEATH OF THE ANNUITANT, REGARDLESS OF
THE NUMBER OF PAYMENTS RECEIVED.

OPTION  2 - LIFE  INCOME  WITH  GUARANTEED  PAYMENTS  OF 5,  10,  15 OR 20 YEARS
Periodic annuity payments will be made during the lifetime of the Annuitant with
the promise that if, at the death of the Annuitant,  payments have been made for
less than a stated  period,  which may be 5, 10,  15, or 20 years,  as  elected,
annuity  payments  will be continued  during the remainder of such period to the
Designated Beneficiary.

OPTION 3 - LIFE WITH INSTALLMENT OR UNIT REFUND OPTION Periodic annuity payments
will be made during the lifetime of the  Annuitant  with the promise that, if at
the death of the  Annuitant,  the number of payments  that has been made is less
than the number  determined by dividing the amount  applied under this Option by
the amount of the first  payment,  annuity  payments  will be  continued  to the
Designated Beneficiary until that number of payments has been made.

OPTION 4 - JOINT AND LAST SURVIVOR Periodic annuity payments will be made during
the lifetime of either Annuitant.  It is possible under this Option for only one
annuity  payment to be made if both  Annuitants died prior to the second annuity
payment  due date,  two if both died prior the third  annuity  payment due date,
etc.  AS IN THE  CASE OF  OPTION  1,  THERE IS NO  MINIMUM  NUMBER  OF  PAYMENTS
GUARANTEED  UNDER  THIS  OPTION.  PAYMENTS  CEASE  UPON  THE  DEATH  OF THE LAST
SURVIVING ANNUITANT, REGARDLESS OF THE NUMBER OF PAYMENTS RECEIVED.

OPTION 5 - PAYMENTS FOR SPECIFIED  PERIOD Periodic annuity payments will be made
for a fixed  period,  which  may be from 5 to 20  years,  as  elected,  with the
guarantee that, if, at the death of all Annuitants,  payments have been made for
less than the selected fixed period,  the remaining unpaid payments will be paid
to the Designated Beneficiary.


                                       27

<PAGE>


                          Variable Annuity Prospectus

OPTION 6 -  PAYMENTS  OF A  SPECIFIED  AMOUNT  Periodic  payments  of the amount
elected  will  be made  until  the  amount  applied  and  interest  thereon  are
exhausted,  with the guarantee  that,  if, at the death of all  Annuitants,  all
guaranteed  payments have not yet been made, the remaining  unpaid payments will
be paid to the Designated Beneficiary.

OPTION 7 - AGE  RECALCULATION  Periodic annuity payments will be made based upon
the Annuitant's life expectancy, or the joint life expectancies of the Annuitant
and a  beneficiary,  at the  Annuitant's  attained  age (and  the  beneficiary's
attained or adjusted age, if applicable) each year. The payments are computed by
reference to actuarial tables  prescribed by the Treasury  Secretary,  until the
amount applied is exhausted.  This option should be elected only under Contracts
funding Qualified Plans.

SELECTION OF AN OPTION

Contractowners  should carefully review the Annuity Options with their financial
or tax advisers,  and, for Contracts used in connection  with a Qualified  Plan,
reference  should  be  made  to  the  terms  of  the  particular  plan  and  the
requirements of the Internal Revenue Code for pertinent  limitations  respecting
annuity  payments and other matters.  For instance,  Qualified  Plans  generally
require that annuity  payments  begin no later than April 1 of the calendar year
following the year in which the Annuitant reaches age 70 1/2. In addition, under
Qualified  Plans,  the period  elected  for  receipt of annuity  payments  under
Annuity  Options  (other than life income)  generally  may be no longer than the
joint life  expectancy  of the Annuitant  and  Beneficiary  in the year that the
Annuitant  reaches  age 70 1/2,  and  must  be  shorter  than  such  joint  life
expectancy if the Beneficiary is not the Annuitant's  spouse and is more than 10
years younger than the Annuitant.  For Non-Qualified Plans, the Company does not
allow annuity payments to be deferred beyond the Annuitant's 90th birthday.


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

THE FIXED INTEREST ACCOUNT

Contractowners  may  allocate  all or a portion of their  purchase  payments and
exchange Contract Value to the Fixed Interest Account.  Amounts allocated to the
Fixed  Interest  Account  become part of the Company's  General  Account,  which
supports the Company's insurance and annuity obligations.  The Company's General
Account is subject to regulation  and  supervision  by the Kansas  Department of
Insurance and is also subject to the  insurance  laws and  regulations  of other
jurisdictions  in which the  Contract  is  distributed.  In  reliance on certain
exemptive and exclusionary  provisions,  interests in the Fixed Interest Account
have not been  registered as securities  under the  Securities  Act of 1933 (the
"1933  Act")  and the  Fixed  Interest  Account  has not been  registered  as an
investment  company under the  Investment  Company Act of 1940 (the "1940 Act").
Accordingly,  neither the Fixed Interest  Account nor any interests  therein are
generally subject to the provisions of the 1933 Act or the 1940 Act. The Company
has been advised that the staff of the SEC has not  reviewed the  disclosure  in
this  Prospectus  relating  to the  Fixed  Interest  Account.  This  disclosure,
however,  may be subject  to  certain  generally  applicable  provisions  of the
federal  securities laws relating to the accuracy and completeness of statements
made in the  Prospectus.  This  Prospectus  is generally  intended to serve as a
disclosure  document  only for  aspects of a  Contract  involving  the  Separate
Account and contains only  selected  information  regarding  the Fixed  Interest
Account.  For more information  regarding the Fixed Interest  Account,  see "The
Contract" on page 15.


                                       28

<PAGE>


                          Variable Annuity Prospectus

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

INTEREST

Amounts allocated to the Fixed Interest Account earn interest at a fixed rate or
rates that are paid by the  Company.  The Contract  Value in the Fixed  Interest
Account earns  interest at an interest rate that is guaranteed to be at least an
annual effective rate of 3% which will accrue daily  ("Guaranteed  Rate").  Such
interest  will be paid  regardless  of the actual  investment  experience of the
Company's  General Account.  In addition,  the Company may in its discretion pay
interest at a rate  ("Current  Rate")  that  exceeds the  Guaranteed  Rate.  The
Company will determine the Current Rate, if any, from time to time.

Contract Value  allocated or exchanged to the Fixed  Interest  Account will earn
interest at the  Current  Rate,  if any,  in effect on the date such  portion of
Contract  Value is allocated or exchanged  to the Fixed  Interest  Account.  The
Current Rate paid on any such portion of Contract  Value  allocated or exchanged
to the Fixed Interest  Account will be guaranteed for rolling  periods of one or
more years  (each a  "Guarantee  Period").  The  Company  currently  offers only
Guarantee  Periods of one year. Upon expiration of any Guarantee  Period,  a new
Guarantee  Period of the same  duration  begins with  respect to that portion of
Contract Value,  which will earn interest at the Current Rate, if any,  declared
by the Company on the first day of the new Guarantee Period.

Contract Value allocated or exchanged to the Fixed Interest Account at one point
in time may be credited with a different  Current Rate than amounts allocated or
exchanged to the Fixed  Interest  Account at another point in time. For example,
amounts  allocated to the Fixed Interest  Account in June may be credited with a
different  current rate than amounts  allocated to the Fixed Interest Account in
July.  In addition,  if Guarantee  Periods of different  durations  are offered,
Contract  Value  allocated  or  exchanged  to the Fixed  Interest  Account for a
Guarantee  Period of one duration may be credited with a different  Current Rate
than  amounts  allocated  or  exchanged  to the  Fixed  Interest  Account  for a
Guarantee  Period of a  different  duration.  Therefore,  at any  time,  various
portions of a  Contractowner's  Contract Value in the Fixed Interest Account may
be earning interest at different  Current Rates depending upon the point in time
such portions were allocated or exchanged to the Fixed Interest  Account and the
duration of the Guarantee Period.  The Company bears the investment risk for the
Contract Value  allocated to the Fixed Interest  Account and for paying interest
at the Guaranteed Rate on amounts allocated to the Fixed Interest Account.

For purposes of determining  the interest rates to be credited on Contract Value
in the Fixed Interest Account,  withdrawals or exchanges from the Fixed Interest
Account  will be deemed to be taken  first from any  portion of  Contract  Value
allocated to the Fixed Interest  Account for which the Guarantee  Period expires
during the calendar month in which the withdrawal, loan or exchange is effected,
then in the order  beginning  with that portion of such Contract Value which has
the longest amount of time remaining  before the end of its Guarantee Period and
ending with that portion which has the least amount of time remaining before the
end of its Guarantee Period. For more information


                                       29

<PAGE>


                          Variable Annuity Prospectus

about exchanges and withdrawals from the Fixed Interest Account,  see "Exchanges
and Withdrawals" below.

DEATH BENEFIT

The death  benefit under the Contract will be determined in the same fashion for
a  Contract  that has  Contract  Value in the Fixed  Interest  Account  as for a
Contract  that has  Contract  Value  allocated  to the  Subaccounts.  See "Death
Benefit," page 23.

CONTRACT CHARGES

Premium taxes will be the same for Contractowners who allocate purchase payments
or  exchange  Contract  Value to the  Fixed  Interest  Account  as for those who
allocate  purchase  payments to the  Subaccounts.  The charge for  mortality and
expense risks will not be assessed against the Fixed Interest  Account,  and any
amounts that the Company pays for income taxes allocable to the Subaccounts will
not be charged against the Fixed Interest Account.  In addition,  the investment
management  fees  and any  other  expenses  paid by the  Funds  will not be paid
directly or indirectly  by  Contractowners  to the extent the Contract  Value is
allocated to the Fixed Interest Account;  however,  such Contractowners will not
participate in the investment experience of the Subaccounts.

EXCHANGES AND WITHDRAWALS

Amounts may be exchanged from the Subaccounts to the Fixed Interest  Account and
from the Fixed  Interest  Account to the  Subaccounts,  subject to the following
limitations. Exchanges from the Fixed Interest Account are allowed only (1) from
Contract Value,  the Guarantee Period of which expires during the calendar month
in which the  exchange is effected,  (2)  pursuant to the Dollar Cost  Averaging
Option  provided  that such  exchanges are scheduled to be made over a period of
not less than one  year,  and (3)  pursuant  to the  Asset  Rebalancing  Option,
provided that upon receipt of the Asset Rebalancing  Request,  Contract Value is
allocated  among  the  Fixed  Interest   Account  and  the  Subaccounts  in  the
percentages selected by the Contractowner  without violating the restrictions on
exchanges from the Fixed Interest Account set forth in (1) above. Accordingly, a
Contractowner who desires to implement the Asset Rebalancing Option should do so
at a time when Contract Value may be exchanged  from the Fixed Interest  Account
to the  Subaccounts in the  percentages  selected by the  Contractowner  without
violating the restrictions on exchanges from the Fixed Interest Account. Once an
Asset Rebalancing Option is implemented,  the restrictions on exchanges will not
apply to exchanges made pursuant to the Option.  Up to six exchanges are allowed
in any Contract  Year and  exchanges  pursuant to the Dollar Cost  Averaging and
Asset  Rebalancing  Options are not  included in the six  exchanges  allowed per
Contract Year. The minimum  exchange  amount is $500 ($200 under the Dollar Cost
Averaging  Option) or the amount  remaining in the Fixed Interest  Account.  The
Company  reserves the right to waive or limit the number of exchanges  permitted
each  Contract  Year,  to suspend  exchanges,  to limit the  amount  that may be
subject to exchanges  and the amount  remaining in an account  after an exchange
and to impose conditions on the right to exchange.

If Contract Value is being exchanged from the Fixed Interest Account pursuant to
the Dollar Cost  Averaging or Asset  Rebalancing  Option or  withdrawn  from the
Fixed Interest


                                       30

<PAGE>


                          Variable Annuity Prospectus

Account pursuant to systematic  withdrawals,  any purchase payment allocated to,
or  Contract  Value  exchanged  to or from,  the  Fixed  Interest  Account  will
automatically  terminate such Dollar Cost Averaging or Asset Rebalancing  Option
or systematic withdrawals, and any withdrawal from the Fixed Interest Account or
the Subaccounts will  automatically  terminate the Asset Rebalancing  Option. In
the event of automatic  termination of any of the foregoing options, the Company
shall so notify the Contractowner,  and the Contractowner may reestablish Dollar
Cost Averaging, Asset Rebalancing or Systematic Withdrawals by sending a written
request to the Company,  provided that the Owner's  Contract  Value at that time
meets any  minimum  amount  required  for the  Dollar  Cost  Averaging  or Asset
Rebalancing Option.

The  Contractowner  may also  make  full  withdrawals  to the same  extent  as a
Contractowner   who  has  allocated   Contract  Value  to  the  Subaccounts.   A
Contractowner may make a partial withdrawal from the Fixed Interest Account only
(1) from  Contract  Value,  the  Guarantee  Period of which  expires  during the
calendar  month in which the partial  withdrawal  is  effected,  (2) pursuant to
Systematic  Withdrawals,  and (3) once per Contract  Year in an amount up to the
greater  of $5,000 or 10 percent of  Contract  Value at the time of the  partial
withdrawal.  Systematic  Withdrawals  from Contract Value allocated to the Fixed
Interest  Account must  provide for  payments  over a period of not less than 36
months.   See  "Full  and  Partial   Withdrawals,"   page  21  and   "Systematic
Withdrawals," page 22.

PAYMENTS FROM THE FIXED INTEREST ACCOUNT

As required by most  states,  the Company  reserves the right to delay for up to
six months after a written  request in proper form is received by the Company at
the T. Rowe Price Variable Annuity Service Center,  full and partial withdrawals
and exchanges  from the Fixed Interest  Account.  During the period of deferral,
interest at the  applicable  interest rate or rates will continue to be credited
to the amounts  allocated to the Fixed  Interest  Account.  The Company does not
expect to delay  payments  from the Fixed  Interest  Account and will notify the
Contractowner if there will be a delay.


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

MORE ABOUT THE CONTRACT

OWNERSHIP

   
The Contractowner is the person named as such in the application or in any later
change shown in the Company's records. While living, the Contractowner alone has
the right to receive all  benefits  and  exercise  all rights that the  Contract
grants or the  Company  allows.  The Owner may be an entity that is not a living
person,  such as a trust or  corporation,  referred  to herein  as  "Non-Natural
Persons." See "Federal Tax Matters," page 32.
    

JOINT OWNERS. The Joint Owners will be joint tenants with rights of survivorship
and upon the death of an Owner, the surviving Owner shall be the sole Owner. Any
Contract transaction requires the signature of all persons named jointly.

DESIGNATION AND CHANGE OF BENEFICIARY

The Beneficiary is the individual  named as such in the application or any later
change  shown  in the  Company's  records.  The  Contractowner  may  change  the
Beneficiary  at any time while the Contract is in force by written  request on a
form  provided by the  Company and  received by the Company at the T. Rowe Price
Variable Annuity Service


                                       31

<PAGE>


                          Variable Annuity Prospectus

Center.  The change will not be binding on the Company  until it is received and
recorded at the T. Rowe Price Variable  Annuity Service Center.  The change will
be effective as of the date this form is signed  subject to any payments made or
other actions taken by the Company before the change is received and recorded. A
Secondary  Beneficiary  may be  designated.  The Owner may designate a permanent
Beneficiary  whose  rights  under the  Contract  cannot be changed  without  the
Beneficiary's consent.

PARTICIPATING

The  Contract is  participating  and will share in the  surplus  earnings of the
Company.  However,  the current  dividend scale is zero and the Company does not
anticipate that dividends will be paid.

PAYMENTS FROM THE SEPARATE ACCOUNT

The Company  will pay any full or partial  withdrawal  benefit or death  benefit
proceeds from Contract Value  allocated to the  Subaccounts,  and will effect an
exchange between  Subaccounts or from a Subaccount to the Fixed Interest Account
within seven days from the Valuation Date a proper request is received at the T.
Rowe Price Variable  Annuity Service Center.  However,  the Company can postpone
the  calculation  or payment of such a payment or exchange  of amounts  from the
Subaccounts to the extent  permitted under  applicable law, for any period:  (a)
during which the New York Stock Exchange is closed other than customary  weekend
and holiday closings, (b) during which trading on the New York Stock Exchange is
restricted  as  determined  by the SEC,  or (c) during  which an  emergency,  as
determined  by the SEC,  exists as a result of which (i) disposal of  securities
held by the Separate  Account is not reasonably  practicable,  or (ii) it is not
reasonably  practicable  to  determine  the value of the assets of the  Separate
Account.

PROOF OF AGE AND SURVIVAL

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

MISSTATEMENTS

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


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

FEDERAL TAX MATTERS

INTRODUCTION

The Contract  described in this Prospectus is designed for use by individuals in
retirement plans which may or may not be Qualified Plans under the provisions of
the Internal Revenue Code ("Code").  The ultimate effect of federal income taxes
on the amounts held under a Contract,  on annuity payments,  and on the economic
benefits to the Owner,  the Annuitant,  and the  Beneficiary or other payee will
depend upon the type of retirement plan for which the Contract is purchased, the
tax and  employment  status of the  individuals  involved  and a number of other
factors.  The discussion of the federal income tax considerations  relating to a
contract contained herein and in the Statement of


                                       32

<PAGE>


                          Variable Annuity Prospectus

Additional  Information  is  general  in  nature  and is not  intended  to be an
exhaustive  discussion  of all questions  that might arise in connection  with a
Contract.  It is based upon the Company's  understanding  of the present federal
income  tax  laws as  currently  interpreted  by the  Internal  Revenue  Service
("IRS"),  and is not intended as tax advice. No representation is made regarding
the likelihood of  continuation of the present federal income tax laws or of the
current  interpretations by the IRS or the courts. Future legislation may affect
annuity contracts adversely.  Moreover, no attempt has been made to consider any
applicable  state or other laws.  Because of the inherent  complexity of the tax
laws and the  fact  that tax  results  will  vary  according  to the  particular
circumstances of the individual involved and, if applicable, the Qualified Plan,
a person  should  consult a qualified  tax adviser  regarding  the purchase of a
Contract,  the selection of an Annuity  Option under a Contract,  the receipt of
annuity payments under a Contract or any other transaction  involving a Contract
(including an exchange).  THE COMPANY DOES NOT MAKE ANY GUARANTEE  REGARDING THE
TAX STATUS OF, OR TAX CONSEQUENCES ARISING FROM, ANY CONTRACT OR ANY TRANSACTION
INVOLVING THE CONTRACT.

TAX STATUS OF THE COMPANY AND THE SEPARATE ACCOUNT

GENERAL

The  Company  intends  to be taxed as a life  insurance  company  under  Part I,
Subchapter L of the Code.  Because the operations of the Separate Account form a
part of the Company,  the Company  will be  responsible  for any federal  income
taxes that become payable with respect to the income of the Separate Account and
its Subaccounts.

CHARGE FOR THE COMPANY'S TAXES

A charge may be made against the Separate Account for any federal taxes incurred
by the Company that are attributable to the Separate Account, the Subaccounts or
to the  operations of the Company with respect to the Contracts or  attributable
to payments,  premiums,  or acquisition  costs under the Contracts.  The Company
will review the question of a charge to the Separate Account, the Subaccounts or
the Contracts for the Company's federal taxes  periodically.  Charges may become
necessary if, among other reasons, the tax treatment of the Company or of income
and expenses under the Contracts is ultimately  determined to be other than what
the  Company  currently  believes  it to be,  if there are  changes  made in the
federal  income tax  treatment of variable  annuities at the  insurance  company
level, or if there is a change in the Company's tax status.

Under current laws,  the Company 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, the Company
reserves the right to charge the Separate  Account or the  Subaccounts  for such
taxes, if any, attributable to the Separate Account or Subaccounts.

DIVERSIFICATION STANDARDS

Each of the Portfolios will be required to adhere to regulations  adopted by the
Treasury  Department  pursuant to Section 817(h) of the Code  prescribing  asset
diversification  requirements for investment  companies whose shares are sold to
insurance  company separate  accounts funding  variable  contracts.  Pursuant to
these regulations, on the last


                                       33

<PAGE>


                          Variable Annuity Prospectus

day of each calendar quarter (or on any day within 30 days thereafter),  no more
than 55% of the  total  assets  of a  Portfolio  may be  represented  by any one
investment, no more than 70% may be represented by any two investments,  no more
than 80% may be represented by any three  investments,  and no more than 90% may
be  represented  by any  four  investments.  For  purposes  of  Section  817(h),
securities  of a single  issuer  generally  are treated as one  investment,  but
obligations  of  the  U.S.  Treasury  and  each  U.S.   Governmental  agency  or
instrumentality  generally are treated as securities  of separate  issuers.  The
Separate   Account,   through  the  Portfolios,   intends  to  comply  with  the
diversification requirements of Section 817(h).

In certain circumstances, owners of variable annuity contracts may be considered
the  owners,  for federal  income tax  purposes,  of the assets of the  separate
account used to support  their  contracts.  In those  circumstances,  income and
gains from the  separate  account  assets  would be  includible  in the variable
contractowner's  gross  income.  The IRS has stated in published  rulings that a
variable  contractowner  will be considered the owner of separate account assets
if the contractowner  possesses  incidents of ownership in those assets, such as
the  ability to  exercise  investment  control  over the  assets.  The  Treasury
Department  also  announced,  in  connection  with the  issuance of  regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances  in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the policyowner),  rather
than the  insurance  company,  to be  treated  as the owner of the assets in the
account." This  announcement also stated that guidance would be issued by way of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to  particular  subaccounts  without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.

The ownership rights under the Contract are similar to, but different in certain
respects from,  those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets.  For example,  the
Contractowner  has additional  flexibility in allocating  purchase  payments and
Contract Values. These differences could result in a Contractowner being treated
as the owner of a pro rata  portion of the assets of the  Separate  Account.  In
addition, the Company does not know what standards will be set forth, if any, in
the  regulations or rulings which the Treasury  Department has stated it expects
to issue. The Company  therefore  reserves the right to modify the Contract,  as
deemed  appropriate by the Company,  to attempt to prevent a Contractowner  from
being  considered  the owner of a pro rata share of the  assets of the  Separate
Account.  Moreover, in the event that regulations or rulings are adopted,  there
can be no  assurance  that the  Portfolios  will be able to operate as currently
described  in the  Prospectus,  or that the Funds  will not have to  change  any
Portfolio's investment objective or investment policies.

INCOME TAXATION OF ANNUITIES IN GENERAL - NON-QUALIFIED PLANS

   
Section  72 of the Code  governs  the  taxation  of  annuities.  In  general,  a
contractowner is not taxed on increases in value under an annuity contract until
some form of distribution is made under the contract.  However,  the increase in
value  may  be  subject  to  tax  currently  under  certain  circumstances.  See
"Contracts  Owned  by  Non-Natural  Persons"  on  page  36 and  "Diversification
Standards" on page 33. Withholding of federal income
    


                                       34

<PAGE>


                          Variable Annuity Prospectus

taxes on all  distributions  may be required  unless a recipient who is eligible
elects not to have any amounts  withheld  and  properly  notifies the Company of
that election.

*  SURRENDERS OR  WITHDRAWALS  PRIOR TO THE ANNUITY  PAYOUT DATE Code Section 72
   provides that amounts received upon a total or partial withdrawal  (including
   systematic  withdrawals)  from a Contract  prior to the  Annuity  Payout Date
   generally  will be treated as gross  income to the extent that the cash value
   of the Contract  (determined  without  regard to any surrender  charge in the
   case of a partial  withdrawal)  exceeds the "investment in the contract." The
   "investment  in the contract" is that portion,  if any, of purchase  payments
   paid under a Contract less any  distributions  received  previously under the
   Contract that are excluded  from the  recipient's  gross income.  The taxable
   portion is taxed at ordinary  income tax rates.  For purposes of this rule, a
   pledge or  assignment  of a  Contract  is treated  as a payment  received  on
   account of a partial  withdrawal  of a  Contract.  Similarly,  loans  under a
   Contract are generally treated as distributions under the Contract.

*  SURRENDERS OR WITHDRAWALS ON OR AFTER THE ANNUITY PAYOUT DATE Upon a complete
   surrender,  the  receipt is taxable to the extent  that the cash value of the
   Contract exceeds the investment in the Contract.  The taxable portion of such
   payments will be taxed at ordinary income tax rates.

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

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


                                       35

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                          Variable Annuity Prospectus

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

ADDITIONAL CONSIDERATIONS

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

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

*  GIFT OF ANNUITY CONTRACTS  Generally,  gifts of Non-Qualified  Plan Contracts
   prior  to the  Annuity  Payout  Date  will  trigger  tax on the  gain  on the
   Contract,  with the donee getting a stepped-up  basis for the amount included
   in the  donor's  income.  The  10%  penalty  tax and  gift  tax  also  may be
   applicable.  This  provision does not apply to transfers  between  spouses or
   incident to a divorce.

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

*  MULTIPLE  CONTRACT  RULE  For  purposes  of  determining  the  amount  of any
   distribution  under Code Section  72(e)  (amounts not received as  annuities)
   that is includible in


                                       36

<PAGE>


                          Variable Annuity Prospectus

   gross income, all Non-Qualified  annuity contracts issued by the same insurer
   to the same  Contractowner  during any calendar year are to be aggregated and
   treated as one contract.  Thus,  any amount  received under any such contract
   prior to the contract's  Annuity Payout Date,  such as a partial  withdrawal,
   dividend,  or loan, will be taxable (and possibly  subject to the 10% penalty
   tax) to the extent of the combined income in all such contracts.

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

*  POSSIBLE TAX CHANGES In recent  years,  legislation  has been  proposed  that
   would have  adversely  modified  the federal  taxation of certain  annuities.
   Although as of the date of this  Prospectus  Congress is not  considering any
   legislation  regarding  the  taxation  of  annuities,  there  is  always  the
   possibility  that the tax treatment of annuities  could change by legislation
   or other  means  (such as IRS  regulations,  revenue  rulings,  and  judicial
   decisions).  Moreover,  although  unlikely,  it is  also  possible  that  any
   legislative change could be retroactive (that is, effective prior to the date
   of such change).

*  TRANSFERS,  ASSIGNMENTS OR EXCHANGES OF A CONTRACT A transfer of ownership of
   a Contract,  the designation of an Annuitant,  Payee or other Beneficiary who
   is not also the Owner,  the selection of certain  Annuity Payout Dates or the
   exchange of a Contract  may result in certain tax  consequences  to the Owner
   that are not discussed  herein.  An Owner  contemplating  any such  transfer,
   assignment, selection or exchange should contact a qualified tax adviser with
   respect to the potential effects of such a transaction.

QUALIFIED PLANS

The Contract may be used as a Qualified Plan that meets the  requirements  of an
individual  retirement annuity ("IRA") under Section 408 of the Code. No attempt
is made herein to provide  more than  general  information  about the use of the
Contract as a Qualified Plan. Contractowners,  Annuitants, and Beneficiaries are
cautioned  that the rights of any person to any  benefits  under such  Qualified
Plans may be limited by applicable  law,  regardless of the terms and conditions
of the Contract issued in connection therewith.

The amount that may be contributed to a Qualified Plan is subject to limitations
under the Code. In addition,  early  distributions  from Qualified  Plans may be
subject to penalty taxes.  Furthermore,  distributions from most Qualified Plans
are subject to certain minimum  distribution rules. Failure to comply with these
rules  could  result in  disqualification  of the Plan or  subject  the Owner or
Annuitant to penalty  taxes.  As a result,  the minimum  distribution  rules may
limit the  availability  of certain  Annuity  Options to certain  Annuitants and
their  beneficiaries.  These rules and requirements may not be incorporated into
our Contract administration procedures. Therefore,  Contractowners,  Annuitants,
and   Beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions with respect to the Contracts comply with
applicable law.


                                       37

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                          Variable Annuity Prospectus

THE  FOLLOWING  IS A BRIEF  DESCRIPTION  OF  QUALIFIED  PLANS AND THE USE OF THE
CONTRACT THEREWITH:

*  SECTION 408

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

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

   Sale  of  the  Contracts  for  use  with  IRAs  may  be  subject  to  special
   requirements  imposed by the  Internal  Revenue  Service.  Purchasers  of the
   Contracts  for  such  purposes  will  be  provided  with  such  supplementary
   information as may be required by the Internal Revenue Service.

   An individual's  interest in an IRA must generally be distributed or begin to
   be  distributed  not later than April 1 of the calendar  year  following  the
   calendar year in which the individual reaches age 70 1/2 ("required beginning
   date").  Periodic  distributions  must  not  extend  beyond  the  life of the
   individual or the lives of the  individual and a designated  beneficiary  (or
   over a period  extending  beyond the life expectancy of the individual or the
   joint life expectancy of the individual and a designated beneficiary).

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

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

   Distributions  from IRAs are  generally  taxed under Code  Section 72.  Under
   these rules, a portion of each  distribution  may be excludable  from income.
   The  amount  excludable  from the  individual's  income is the  amount of the
   distribution  which  bears the same ratio as the  individual's  nondeductible
   contributions bears to the expected return under the IRA.

   The Internal Revenue Service has not reviewed the Contract for  qualification
   as an IRA, and has not addressed in a ruling of general applicability whether
   a death benefit provision such as the provision in the Contract comports with
   IRA qualification requirements.


                                       38

<PAGE>


                          Variable Annuity Prospectus

*  TAX PENALTIES

   PREMATURE  DISTRIBUTION TAX.  Distributions  from a Qualified Plan before the
   owner reaches age 59 1/2 are generally  subject to an additional tax equal to
   10 percent of the taxable portion of the distribution. The 10 percent penalty
   tax does not  apply to  distributions:  (i) made on or after the death of the
   Owner; (ii) attributable to the Owner's  disability;  or (iii) which are part
   of a series of substantially equal periodic payments made (at least annually)
   for the life (or life  expectancy)  of the Owner or the joint lives (or joint
   life expectancies) of the Owner and a designated  beneficiary and which begin
   after the Owner terminates employment.

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

   EXCESS  DISTRIBUTION  TAX. If the aggregate  distributions  from all IRAs and
   certain  other  retirement  plans with respect to an individual in a calendar
   year exceed the greater of (i)  $150,000,  or (ii)  $112,500,  as indexed for
   inflation  ($155,000  for 1996),  a penalty  tax of 15  percent is  generally
   imposed (in addition to any ordinary income tax) on the excess portion of the
   distribution.

*  WITHHOLDING

   Periodic  distributions  (e.g.,  annuities and  installment  payments) from a
   Qualified  Plan that will last for a period of 10 or more years are generally
   subject to  voluntary  income tax  withholding.  The amount  withheld on such
   periodic  distributions  is determined at the rate  applicable to wages.  The
   recipient  of a  periodic  distribution  may  generally  elect  not  to  have
   withholding apply.

   Nonperiodic  distributions  (e.g.,  lump sums and  annuities  or  installment
   payments  of less  than 10  years)  from an IRA are  subject  to  income  tax
   withholding  at a flat 10 percent rate.  The recipient of such a distribution
   may elect not to have withholding apply.

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


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OTHER INFORMATION

VOTING OF FUND SHARES

The  Company  is  the  legal  owner  of the  shares  of the  Funds  held  by the
Subaccounts  of the Separate  Account.  The Company will exercise  voting rights
attributable  to  the  shares  of  each  Portfolio  of  the  Funds  held  in the
Subaccounts at any regular and special meetings of the shareholders of the Funds
on matters requiring  shareholder  voting under the 1940 Act. In accordance with
its view of presently  applicable  law, the Company will  exercise  these voting
rights based on instructions received from persons


                                       39

<PAGE>


                          Variable Annuity Prospectus

having the voting interest in corresponding Subaccounts of the Separate Account.
However, if the 1940 Act or any regulations  thereunder should be amended, or if
the present  interpretation  thereof should change,  and as a result the Company
determines  that it is  permitted  to vote the  shares  of the  Funds in its own
right, it may elect to do so.

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

Voting rights attributable to the Contractowner's Contract Value in a Subaccount
for  which no  timely  voting  instructions  are  received  will be voted by the
Company in the same proportion as the voting instructions that are received in a
timely manner for all Contracts  participating in that  Subaccount.  The Company
will also exercise the voting rights from assets in each Subaccount that are not
otherwise attributable to Contractowners,  if any, in the same proportion as the
voting  instructions  that are  received  in a timely  manner for all  Contracts
participating in that Subaccount.

SUBSTITUTION OF INVESTMENTS

   
The Company  reserves the right,  subject to compliance  with the law as then in
effect, to make additions to, deletions from, substitutions for, or combinations
of the  securities  that are held by the Separate  Account or any  Subaccount or
that the Separate  Account or any Subaccount  may purchase.  If shares of any or
all of the Portfolios of the Funds should no longer be available for investment,
or if the Company  receives an opinion from  counsel  acceptable  to  Investment
Services that  substitution is in the best interest of  Contractowners  and that
further  investment in shares of the Portfolio(s)  would cause undue risk to the
Company,  the Company may substitute shares of another Portfolio of the Funds or
of a different  fund for shares  already  purchased,  or to be  purchased in the
future  under  the  Contract.  The  Company  may  also  purchase,   through  the
Subaccount,  other  securities  for  other  classes  of  contracts,  or permit a
conversion between classes of contracts on the basis of requests made by Owners.
    

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

The Company also reserves the right to establish  additional  Subaccounts of the
Separate  Account that would invest in a new Portfolio of one of the Funds or in
shares of  another  investment  company,  a series  thereof,  or other  suitable
investment vehicle.  New Sub-accounts may be established by the Company with the
consent of Investment Services, and any new Subaccount will be made available to
existing Owners on a basis to be


                                       40

<PAGE>


                          Variable Annuity Prospectus

determined  by the  Company  and  Investment  Services.  The  Company  may  also
eliminate or combine one or more Subaccounts if,  marketing,  tax, or investment
conditions so warrant.

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

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

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

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

REPORTS TO OWNERS

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

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


                                       41

<PAGE>


                          Variable Annuity Prospectus

TELEPHONE EXCHANGE PRIVILEGES

A  Contractowner  may request an exchange of Contract  Value by  telephone if an
Authorization for Telephone Requests form ("Telephone  Authorization")  has been
completed,  signed,  and filed at the T. Rowe  Price  Variable  Annuity  Service
Center.  The Company has  established  procedures  to confirm that  instructions
communicated  by telephone are genuine and will not be liable for any losses due
to fraudulent or unauthorized  instructions,  provided that it complies with its
procedures.  The  Company's  procedures  require that any person  requesting  an
exchange  by  telephone   provide  the  account   number  and  the  Owner's  tax
identification number and such instructions must be received on a recorded line.
The Company reserves the right to deny any telephone  exchange  request.  If all
telephone  lines are busy (which might occur,  for  example,  during  periods of
substantial market  fluctuations),  Contractowners  might not be able to request
exchanges by telephone and would have to submit written requests.

By authorizing  telephone exchanges,  a Contractowner  authorizes the Company to
accept  and  act  upon  telephonic  instructions  for  exchanges  involving  the
Contractowner's  Contract,  and agrees that neither the Company,  nor any of its
affiliates,  nor  the  Funds,  nor  any of the  directors,  trustees,  officers,
employees  or agents,  will be liable for any loss,  damages,  cost,  or expense
(including  attorney's fees) arising out of any requests  effected in accordance
with the  Telephone  Authorization  and  believed  by the Company to be genuine,
provided that the Company has complied with its procedures.  As a result of this
policy  on  telephone  requests,  the  Contractowner  will bear the risk of loss
arising from the telephone  exchange  privileges.  The Company may  discontinue,
modify, or suspend telephone exchange privileges at any time.

DISTRIBUTION OF THE CONTRACT

T.  Rowe  Price  Investment  Services,   Inc.  ("Investment  Services")  is  the
distributor of the Contracts.  Investment  Services also acts as the distributor
of certain  other  mutual  funds  advised  by T. Rowe  Price and  Price-Fleming.
Investment  Services is  registered  with the SEC as a  broker-dealer  under the
Securities  Exchange Act of 1934, and in all 50 states, the District of Columbia
and Puerto Rico.  Investment Services is a member of the National Association of
Securities Dealers,  Inc. Investment Services is a wholly owned subsidiary of T.
Rowe Price and is an affiliate of the Funds.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

Legal matters in connection  with the issue and sale of the Contracts  described
in this Prospectus,  the Company's authority to issue the Contracts under Kansas
law, and the validity of the forms of the  Contracts  under Kansas law have been
passed upon by Amy J. Lee, Esq., the Company's Associate General Counsel.

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


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                          Variable Annuity Prospectus


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

PERFORMANCE INFORMATION

Performance  information for the Subaccounts of the Separate Account,  including
the yield and total  return of all  Subaccounts  may  appear in  advertisements,
reports, and promotional literature to current or prospective Owners.

For all Subaccounts,  quotations of yield will be based on all investment income
per Accumulation Unit earned during a given 30-day period, less expenses accrued
during the period ("net  investment  income"),  and will be computed by dividing
net investment  income by the value of an  Accumulation  Unit on the last day of
the period. Quotations of average annual total return for any Subaccount will be
expressed  in  terms  of the  average  annual  compounded  rate of  return  on a
hypothetical  investment  in a Contract over a period of 1, 5, and 10 years (or,
if less,  up to the life of the  Subaccount),  and will reflect the deduction of
the mortality and expense risk charge and may  simultaneously be shown for other
periods. Where the Portfolio in which a Subaccount invests was established prior
to  inception  of  the  Subaccount,  quotations  of  total  return  may  include
quotations for periods  beginning prior to the  Subaccount's  date of inception.
Such  quotations  of  total  return  are  based  upon  the  performance  of  the
Subaccount's  corresponding  Portfolio  adjusted  to  reflect  deduction  of the
mortality and expense risk charge.

Performance  information  for any Subaccount  reflects only the performance of a
hypothetical  Contract  under which  Contract Value is allocated to a Subaccount
during a particular time period on which the calculations are based. Performance
information  should be  considered  in light of the  investment  objectives  and
policies, characteristics, and quality of the Portfolios in which the Subaccount
invests,  and the market conditions during the given time period, and should not
be considered as a representation  of what may be achieved in the future.  For a
description  of the methods  used to  determine  yield and total  return for the
Subaccounts  and the usage of other  performance  related  information,  see the
Statement of Additional Information.


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

ADDITIONAL INFORMATION

REGISTRATION STATEMENT

A Registration Statement under the 1933 Act has been filed with the SEC relating
to the offering described in this Prospectus.  This Prospectus has been filed as
a part of the Registration Statement and does not contain all of the information
set forth in the Registration  Statement and exhibits thereto,  and reference is
made to  such  Registration  Statement  and  exhibits  for  further  information
relating  to  the  Company  and  the  Contract.  Statements  contained  in  this
Prospectus,  as to the content of the Contract and other legal instruments,  are
summaries.  For a complete statement of the terms thereof,  reference is made to
the  instruments   filed  as  exhibits  to  the  Registration   Statement.   The
Registration  Statement and the exhibits  thereto may be inspected and copied at
the SEC's office, located at 450 Fifth Street, N.W., Washington, D.C.

FINANCIAL STATEMENTS

   
Financial  statements  of the Company at December 31, 1995 and 1994 and for each
of the three years in the period ended  December 31, 1995,  are contained in the
Statement  of  Additional  Information.  Financial  statements  of the  Separate
Account at  September  30,  1996 and  December  31,  1995 and for the periods of
January 1, 1996 to September 30, 1996, and May 1, 1995 to December 31, 1995, are
also contained in the Statement of Additional Information.
    


                                       43

<PAGE>


                          Variable Annuity Prospectus


STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS

General Information and History .........................................  1
Distribution of the Contract ............................................  1
Limits on Premiums Paid Under Tax-Qualified Retirement Plans ............  1
Independent Auditors ....................................................  2
Performance Information .................................................  2
   
Financial Statements ....................................................  4
    


                                       44

<PAGE>





STATEMENT OF ADDITIONAL INFORMATION
FOR THE VARIABLE ANNUITY


THE T. ROWE PRICE NO-LOAD VARIABLE ANNUITY


[T. ROWE PRICE LOGO]


   
JANUARY 2, 1997
    


<PAGE>


                       Statement of Additional Information


T. ROWE PRICE VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION

   
DATE:  JANUARY 2, 1997
    

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT


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


ISSUED BY:                                MAILING ADDRESS:

Security Benefit                          T. Rowe Price Variable
Life Insurance Company                    Annuity Service Center
700 SW Harrison Street                    PO Box 750440
Topeka, Kansas 66636-0001                 Topeka, Kansas 66675-0440
1-800-888-2461                            1-800-469-6587


   
This Statement of Additional  Information is not a prospectus and should be read
in  conjunction  with the  current  Prospectus  for the T. Rowe  Price  Variable
Annuity dated January 2, 1997. A copy of the Prospectus may be obtained from the
T. Rowe Price Variable  Annuity Service Center by calling  1-800-469-6587  or by
writing P.O. Box 750440, Topeka, Kansas 66675-0440.
    



<PAGE>


                       Statement of Additional Information


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

                                    CONTENTS


         1        General Information and History
         1        Distribution of the Contract
         1        Limits on Premiums Paid Under Tax-Qualified Retirement Plans
         2        Independent Auditors
         2        Performance Information
         4        Financial Statements



<PAGE>


                       Statement of Additional Information


- --------------------------------------------------------------------------------
                         GENERAL INFORMATION AND HISTORY

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

SAFEKEEPING OF ASSETS

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


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

                          DISTRIBUTION OF THE CONTRACT

T. Rowe Price Investment  Services,  Inc.  ("Investment  Services"),  a Maryland
corporation  formed  in 1980 as a  wholly  owned  subsidiary  of T.  Rowe  Price
Associates, Inc., is Principal Underwriter of the Contract.  Investment Services
is  registered  as a  broker/dealer  with the Security  and Exchange  Commission
("SEC")  under  the  Securities  Exchange  Act of 1934  and is a  member  of the
National Association of Securities Dealers,  Inc. ("NASD").  The offering of the
Contracts is continuous.

Investment  Services  serves  as  Principal  Underwriter  under  a  Distribution
Agreement with the Company.  Investment Services' registered representatives are
required  to be  authorized  under  applicable  state  regulations  to make  the
Contract  available to its  customers.  Investment  Services is not  compensated
under its Distribution Agreement with the Company.


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

          LIMITS ON PREMIUMS PAID UNDER TAX-QUALIFIED RETIREMENT PLANS

SECTION 408

   
Premiums paid under a Contract used in connection with an individual  retirement
annuity (IRA) that is described in Section 408 of the Internal  Revenue Code are
subject to the limits on  contributions  to IRA's  under  Section  219(b) of the
Internal Revenue Code. Under Section 219(b) of the Code, contributions to an IRA
are limited to the lesser of $2,000 per year or the Owner's annual compensation.
An additional $2,000 may be contributed if the Owner has a spouse with little or
no compensation for the year,  provided distinct accounts are maintained for the
Owner and his or her spouse,  and no more than $2,000 is  contributed  to either
account in any one year.  The extent to which an Owner may deduct  contributions
to an IRA depends on the gross income of the Owner and his or her spouse for the
year and whether either  participates in another  employer-sponsored  retirement
plan.
    

Premiums under a Contract used in connection with a simplified  employee pension
plan described in Section 408 of the Internal Revenue Code are subject to limits
under Section  402(h) of the Internal  Revenue Code.  Section  402(h)  currently
limits employer contributions and salary reduction  contributions (if permitted)
under  a  simplified  employee  pension  plan  to the  lesser  of (a) 15% of the
compensation of the participant


                                        1

<PAGE>

                       Statement of Additional Information


   
in the Plan, or (b) $30,000. Salary reduction contributions, if any, are subject
to additional  annual limits.  Salary  reduction  simplified  employee  pensions
("SARSEPs")  have been  repealed;  however,  the  SARSEPs  established  prior to
January 1, 1997 may continue to receive contributions.
    


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

                              INDEPENDENT AUDITORS

   
Ernst & Young LLP,  independent  accountants,  perform  certain  accounting  and
auditing  services  for the  Company and the  Separate  Account.  The  financial
statements  for the Company at December  31, 1995 and 1994,  and for each of the
three years in the period ended December 31, 1995, and the financial  statements
of the Separate Account at December 31, 1995 and for the period from May 1, 1995
to December 31, 1995, included in this Statement of Additional  Information have
been  audited  by Ernst & Young  LLP,  as set  forth in  their  reports  thereon
appearing herein. The financial statements for the Separate Account at September
30, 1996 and for the period January 1, 1996 to September 30, 1996, also included
in this statement of Additional Information, have not been audited.
    


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

                             PERFORMANCE INFORMATION

Performance  information for the Subaccounts of the Separate Account,  including
the yield and total  return of all  Subaccounts,  may appear in  advertisements,
reports, and promotional literature provided to current or prospective Owners.

   
Quotations of yield for the Prime Reserve Subaccount will be based on the change
in the value,  exclusive of capital changes,  of a hypothetical  investment in a
Contract  over  a  particular  seven  day  period,  less a  hypothetical  charge
reflecting  deductions  from the Contract  during the period (the "base period")
and stated as a  percentage  of the  investment  at the start of the base period
(the  "base  period  return").  The base  period  return is then  annualized  by
multiplying  by 365/7,  with the resulting  yield figure carried to at least the
nearest one hundredth of one percent.  Any quotations of effective yield for the
Prime Reserve  Subaccount  assume that all dividends  received  during an annual
period have been  reinvested.  Calculation of "effective  yield" begins with the
same  "base  period  return"  used  in the  yield  calculation,  which  is  then
annualized to reflect weekly compounding pursuant to the following formula:

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

A yield calculation is not yet available for the Prime Reserve  Subaccount as it
did not begin operations until January 2, 1997.

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


                                        2

<PAGE>

                       Statement of Additional Information


YIELD  =  2  [ ( a - b + 1)6 - 1]
                  cd

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

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

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

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

   
For the 30-day period ended  September 30, 1996,  the yield of the  Limited-Term
Bond Subaccount was 5.49%
    

Quotations of average annual total return for any  Subaccount  will be expressed
in terms of the  average  annual  compounded  rate of return  of a  hypothetical
investment in a Contract over a period of one, five, and ten years (or, if less,
up to the life of the Subaccount), calculated pursuant to the following formula:
P(1 + T)n = ERV (where P = a  hypothetical  initial  payment of $1,000,  T = the
average  annual  total  return,  n = the  number of years,  and ERV = the ending
redeemable  value of a hypothetical  $1,000 payment made at the beginning of the
period).  All total return  figures  reflect the  deduction of the mortality and
expense risk charge.  Quotations of total return may simultaneously be shown for
other periods.

   
For the one year period  ended  September  30,  1996,  the average  annual total
return of New America Growth Subaccount,  International Stock Subaccount, Equity
Income Subaccount,  Personal Strategy Balanced Subaccount, and Limited-Term Bond
Subaccount was 23.64%, 11.81%, 19.55%, 13.35%, and 3.28%, respectively.  For the
period of April 1, 1995 (date of inception)  to September 30, 1996,  the average
annual  total  return of New  America  Growth  Subaccount,  International  Stock
Subaccount, Equity Income Subaccount, Personal Strategy Balanced Subaccount, and
Limited-Term  Bond Subaccount was 34.70%,  14.22%,  23.33%,  17.50%,  and 4.61%,
respectively.  Total return  information  is not yet  available  for the Mid-Cap
Growth Subaccount as it did not begin operations until January 2, 1997.

Although  the  Contract  was not  available  for  purchase  until April 1, 1995,
certain of the  Portfolios  underlying  the Contract were in existence  prior to
that date.  Performance  information for the Contract may include  quotations of
average annual total return and total return for periods, beginning prior to the
availability  of  the  Contract,   that   incorporate  the  performance  of  the
Portfolios.
    

Performance  information  for a  Subaccount  may be  compared,  in  reports  and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital International's EAFE


                                        3

<PAGE>


                       Statement of Additional Information


Index,  or other  indices  that  measure  performance  of a  pertinent  group of
securities so that investors may compare a Subaccount's  results with those of a
group of  securities  widely  regarded by  investors  as  representative  of the
securities  markets  in  general  or  representative  of a  particular  type  of
security; (ii) other variable annuity separate accounts,  mutual funds, or other
investment  products  tracked  by  Lipper  Analytical  Services,  a widely  used
independent  research  firm  which  ranks  mutual  funds  and  other  investment
companies by overall performance,  investment objectives, and assets, or tracked
by The Variable  Annuity  Research and Data Service  ("VARDS"),  an  independent
service which monitors and ranks the  performance of variable  annuity issues by
investment objectives on an industry-wide basis or tracked by Morningstar, Inc.,
a widely used  independent  research  firm which rates mutual funds and variable
annuities by overall performance,  investment  objectives and assets, or tracked
by other services,  companies,  publications or persons who rank such investment
companies on overall performance or other criteria; and (iii) the Consumer Price
Index  (measure  for  inflation)  to  assess  the real  rate of  return  from an
investment in the Contract.  Unmanaged  indices may assume the  reinvestment  of
dividends  but  generally  do not  reflect  deductions  for  administrative  and
management costs and expenses.

Performance  information  for any Subaccount  reflects only the performance of a
hypothetical  Contract  under which an Owner's  Contract Value is allocated to a
Subaccount  during a particular time period on which the calculations are based.
Performance  information  should  be  considered  in  light  of  the  investment
objectives  and  policies,  characteristics  and quality of the Portfolio of the
Funds in which the  Subaccount  invests,  and the market  conditions  during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.

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


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

                              FINANCIAL STATEMENTS

   
The financial  statements of the Company at December 31, 1995 and 1994,  and for
each of the three years in the period ended December 31, 1995, and the financial
statements  of the Separate  Account at September 30, 1996 and December 31, 1995
and for the periods from  January 1, 1996 to September  30, 1996 and from May 1,
1995 to December 31, 1995, are set forth herein, starting on page 6.
    

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


                                        4

<PAGE>


   
                              FINANCIAL STATEMENTS
    


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

                                    CONTENTS

   
Unaudited Financial Statements - Separate Account

 6    Balance Sheet

 7    Statement of Operations and Changes in Net Assets


Audited Financial Statements - Separate Account

 8    Report of Independent Auditors - Separate Account

 9    Balance Sheet

10    Statement of Operations and Changes in Net Assets

11    Notes to Financial Statements
    



                                        5

<PAGE>


   
================================================================================
T. ROWE PRICE VARIABLE ANNUITY
- --------------------------------------------------------------------------------
Balance Sheet (Unaudited)
- --------------------------------------------------------------------------------
                                                            September 30, 1996
- --------------------------------------------------------------------------------
Assets
Investments:
   T. Rowe Price Portfolios:
      New America Growth Portfolio -- 1,270,882
         shares at net asset value of $17.38 per
         share (cost, $20,385,000)                                 $22,090,000

      International Stock Portfolio -- 997,378
         shares at net asset value of $12.23 per
         share (cost, $11,713,000)                                  12,198,000

      Equity Income Portfolio -- 1,476,252 shares
         at net asset value of $14.37 per share
         (cost, $20,212,000)                                        21,214,000

      Personal Strategy Balanced Portfolio -- 496,990
         shares at net asset value of $12.97
         per share (cost, $6,257,000)                                6,446,000

      Limited-Term Bond Portfolio -- 793,614 shares
         at net asset value of $4.89 per share
         (cost, $3,887,000)                                          3,881,000
- --------------------------------------------------------------------------------
Total assets                                                       $65,829,000
================================================================================

Net Assets
   Net assets are represented by:

                                            Number        Unit
                                           of Units       Value
- --------------------------------------------------------------------------------
   New America Growth Subaccount:
      Accumulation units                  1,412,593      $15.64     $22,090,000

   International Stock Subaccount:
      Accumulation units                    998,823       12.21      12,198,000

   Equity Income Subaccount:
      Accumulation units                  1,548,203       13.70      21,214,000

   Personal Strategy Balanced Subaccount:
      Accumulation units                    506,031       12.74       6,446,000

   Limited-Term Bond Subaccount:
      Accumulation units                    362,743       10.70       3,881,000
- --------------------------------------------------------------------------------
Total net assets                                                    $65,829,000
================================================================================
    


                                        6

<PAGE>



   
================================================================================
T. ROWE PRICE VARIABLE ANNUITY
- --------------------------------------------------------------------------------
Statement of Operations and Changes in Net Assets (Unaudited)
- --------------------------------------------------------------------------------
         Period from January 1, 1996 (inception) to September 30, 1996
- --------------------------------------------------------------------------------
                         New        Inter-                 Personal    Limited-
                       America     national    Equity      Strategy     Term
                       Growth       Stock      Income      Balanced     Bond
                      Subaccount  Subaccount  Subaccount  Subaccount  Subaccount
- --------------------------------------------------------------------------------
Dividend distributions  $8,000     $20,000     $337,000    $121,000    $99,000

Expenses:
   Mortality and
     expense risk
     fee               (56,000)    (30,000)     (53,000)    (19,000)    (8,000)
- --------------------------------------------------------------------------------
Net investment
   income (loss)       (48,000)    (10,000)     284,000     102,000     91,000

Capital gains
   distributions       147,000       9,000        5,000      16,000          0

Realized gain (loss)
   on investments      293,000     110,000      220,000      54,000    (36,000)

Unrealized
   appreciation
   on investments    1,522,000     408,000      825,000     148,000    (13,000)
- --------------------------------------------------------------------------------
Net realized and
   unrealized gain
   on investments    1,962,000     527,000    1,050,000     218,000    (49,000)
- --------------------------------------------------------------------------------
Net increase in
   net assets
   resulting
   from operations   1,914,000     517,000    1,334,000     320,000     42,000

Net assets
   at beginning
   of period         4,474,000   2,444,000    4,522,000   1,765,000    925,000

Variable annuity
   deposits         17,692,000  10,222,000   16,642,000   5,169,000  4,214,000

Terminations
   and withdrawals  (1,990,000)   (985,000)  (1,284,000)   (808,000) (1,300,000)
- --------------------------------------------------------------------------------
Net assets
   at end
   of period       $22,090,000 $12,198,000  $21,214,000  $6,446,000  $3,881,000
================================================================================
    


                                        7

<PAGE>


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

                         REPORT OF INDEPENDENT AUDITORS

The Contract Owners of T. Rowe Price Variable Annuity and
The Board of Directors of Security Benefit Life Insurance Company

We have audited the accompanying balance sheet of T. Rowe Price Variable Annuity
(the Company) as of December 31, 1995,  and the related  statement of operations
and  changes  in net  assets  for the  period  from May 1, 1995  (inception)  to
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  investments  owned as of December 31, 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 audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of T. Rowe Price Variable Annuity
at December 31, 1995,  and the results of its  operations and changes in its net
assets for the period from May 1, 1995  (inception)  to December  31,  1995,  in
conformity with generally accepted accounting principles.

                                                               Ernst & Young LLP

Kansas City, Missouri
February 2, 1996


                                       8

<PAGE>


================================================================================
T. ROWE PRICE VARIABLE ANNUITY
- --------------------------------------------------------------------------------
   
Balance Sheet
    
- --------------------------------------------------------------------------------
                                                              December 31, 1995
                                                          (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
Assets
Investments:
  T. Rowe Price Portfolios:
    New America Growth Portfolio - 293,778 shares at net
      asset value of $15.23 per share (cost, $4,294)                     $ 4,474

    International Stock Portfolio - 217,083 shares at net
      asset value of $11.26 per share (cost, $2,367)                       2,444

    Equity Income Portfolio - 342,348 shares at net
      asset value of $13.21 per share (cost, $4,346)                       4,522

    Personal Strategy Balanced Portfolio - 141,994 shares
      at net asset value of $12.43 per share (cost, $1,724)                1,765

    Limited-Term Bond Portfolio - 182,590 shares at net
      asset value of $5.06 per share (cost, $917)                            924

Actuarial risk fees receivable                                                 1
- --------------------------------------------------------------------------------
Total assets                                                             $14,130
================================================================================

NET ASSETS
Net assets are represented by (NOTE 3):
                                               NUMBER       UNIT
                                              OF UNITS      VALUE
- --------------------------------------------------------------------------------
  New America Growth Subaccount:
    Accumulation units                        333,934       $13.40       $ 4,474

  International Stock Subaccount:
    Accumulation units                        218,427        11.19         2,444

  Equity Income Subaccount:
    Accumulation units                        365,712        12.37         4,522

  Personal Strategy Balanced Subaccount:
    Accumulation units                        148,349        11.90         1,765

  Limited-Term Bond Subaccount:
    Accumulation units                         86,891        10.64           925
- --------------------------------------------------------------------------------
Total net assets                                                         $14,130
================================================================================

SEE ACCOMPANYING NOTES.


                                       9

<PAGE>


================================================================================
T. ROWE PRICE VARIABLE ANNUITY
- --------------------------------------------------------------------------------
Statement of Operations and Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            Period from May 1, 1995 (inception) to December 31, 1995
                                                                   (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------
                                           NEW                                     PERSONAL
                                         AMERICA     INTERNATIONAL     EQUITY      STRATEGY     LIMITED-
                                          GROWTH         STOCK         INCOME      BALANCED    TERM BOND
                                        SUBACCOUNT    SUBACCOUNT     SUBACCOUNT   SUBACCOUNT   SUBACCOUNT
- ---------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>          <C>         <C>
Dividend distributions                   $    -         $    -         $   44       $   16      $    8
Expenses (NOTE 2):
   Mortality and expense risk fee            (4)            (3)            (4)          (1)         (1)
- ---------------------------------------------------------------------------------------------------------
Net investment income (loss)                 (4)            (3)            40           15           7

Realized gain (loss) on
  investments                                48             (8)            41            7           1
Unrealized appreciation
  on investments                            180             77            176           41           7
- ---------------------------------------------------------------------------------------------------------
Net realized and unrealized
  gain on investments                       228             69            217           48           8
- ---------------------------------------------------------------------------------------------------------

Net increase in net assets
  resulting from operations                 224             66            257           63          15

Net assets at beginning of period             -               -              -            -           -

Variable annuity
  deposits (NOTES 2 AND 3)                4,279          2,410          4,348        1,714       1,182

Terminations and
  withdrawals (NOTES 2 AND 3)               (29)           (32)           (83)         (12)       (272)
- ---------------------------------------------------------------------------------------------------------
Net assets at end of period              $4,474         $2,444         $4,522       $1,765      $  925
=========================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.


                                       10

<PAGE>

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1995


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

T. Rowe Price Variable  Annuity (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
deposits  received by the Account have been invested in one of the portfolios of
either T. Rowe Price Equity  Series,  Inc.,  T. Rowe Price Fixed Income  Series,
Inc., or T. Rowe Price  International  Series,  Inc., mutual funds not otherwise
available  to the  public.  As directed by the  owners,  amounts  deposited  are
invested in shares of New  America  Growth  Portfolio  - emphasis  on  long-term
capital  growth  through  investments  in common  stocks of domestic  companies,
International  Stock  Portfolio - emphasis on long-term  capital  growth through
investments in common stocks of  established  foreign  companies,  Equity Income
Portfolio - emphasis on substantial  dividend income and capital appreciation by
investing primarily in dividend-paying common stocks, Personal Strategy Balanced
Portfolio - emphasis on both capital  appreciation and income,  and Limited-Term
Bond Portfolio - emphasis on income with moderate price fluctuation by investing
in short- and intermediate-term securities.

Under the terms of the investment advisory contracts,  portfolio  investments of
the mutual fund are made by T. Rowe Price  Associates,  Inc. for each  portfolio
except the T. Rowe Price International Stock Portfolio, which is advised by Rowe
Price-Fleming  International,  Inc.,  an affiliate of T. Rowe Price  Associates,
Inc.

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
period from May 1, 1995 (inception) to December 31,1995 were as follows:

================================================================================
                                                  COST OF       PROCEEDS
                                                 PURCHASES     FROM SALES
                                                      (IN THOUSANDS)
- --------------------------------------------------------------------------------
       New America Growth Portfolio               $4,685          $439
       International Stock Portfolio               2,698           323
       Equity Income Portfolio                     4,967           662
       Personal Strategy Balanced Portfolio        1,952           235
       Limited-Term Bond Portfolio                 1,237           321
================================================================================


                                       11

<PAGE>



ANNUITY RESERVES

As of December 31, 1995,  annuity  reserves  have not been  established  because
there are no  contracts  which have  matured and are in the payout  stage.  Such
reserves  would be computed on the basis of  published  mortality  tables  using
assumed interest rates that will provide reserves as prescribed by law. In cases
where  the  payout  option  selected  is  life   contingent,   SBL  periodically
recalculates  the required  annuity  reserves,  and any resulting  adjustment is
either charged or credited to SBL and not to the Account.

REINVESTMENT OF DIVIDENDS

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

FEDERAL INCOME TAXES

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

USE OF ESTIMATES

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

2.  VARIABLE ANNUITY CONTRACT CHARGES

Mortality  and  expense  risks  assumed  by  SBL  are  compensated  for by a fee
equivalent  to an annual  rate of .55% of the  average  daily net assets of each
account.

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

3.  SUMMARY OF UNIT TRANSACTIONS

Unit transactions during the period from May 1, 1995 (inception) to December 31,
1995, were as follows (IN THOUSANDS):

================================================================================
  New America Growth Subaccount:
      Variable annuity deposits                             $336
      Terminations and withdrawals                             2
  International Stock Subaccount:
      Variable annuity deposits                              221
      Terminations and withdrawals                             3
  Equity Income Subaccount:
      Variable annuity deposits                              373
      Terminations and withdrawals                             7
  Personal Strategy Balanced Subaccount:
      Variable annuity deposits                              149
      Terminations and withdrawals                             1
  Limited-Term Bond Subaccount:
      Variable annuity deposits                              113
      Terminations and withdrawals                            26
================================================================================


                                       12

<PAGE>


FINANCIAL STATEMENTS

SECURITY BENEFIT LIFE INSURANCE COMPANY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
WITH REPORT OF INDEPENDENT AUDITORS



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


CONTENTS

   
14       Report of Independent Auditors - Company

Audited Financial Statements - Company
15       Balance Sheets
17       Statements of Operation
18       Statements of Surplus
19       Statements of Cash Flows
20       Notes to Financial Statements
    



                                       13

<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



                                       14

<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
================================================================================


                                       15

<PAGE>


================================================================================
SECURITY BENEFIT LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Balance Sheets
- --------------------------------------------------------------------------------
                                                            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.


                                       16

<PAGE>



================================================================================
SECURITY BENEFIT LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Statements of Operations
- --------------------------------------------------------------------------------
                                                    Year ended December 31
                                                    1995       1994       1993
                                                        (IN THOUSANDS)
- --------------------------------------------------------------------------------
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
================================================================================


SEE ACCOMPANYING NOTES.


                                       17

<PAGE>


================================================================================
SECURITY BENEFIT LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Statements of Surplus
- --------------------------------------------------------------------------------
                                                    Year ended December 31
                                                    1995       1994       1993
                                                        (IN THOUSANDS)
- --------------------------------------------------------------------------------
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
================================================================================


SEE ACCOMPANYING NOTES.


                                       18

<PAGE>


================================================================================
SECURITY BENEFIT LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Statements of Cash Flows
- --------------------------------------------------------------------------------
                                                    Year ended December 31
                                                    1995       1994       1993
                                                        (IN THOUSANDS)
- --------------------------------------------------------------------------------
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
================================================================================
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
================================================================================


SEE ACCOMPANYING NOTES.

                                       19

<PAGE>


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  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


                                       20

<PAGE>


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.

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


                                       21

<PAGE>



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%.

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.

RECLASSIFICATIONS

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


                                       22

<PAGE>


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:

================================================================================
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
                                                   Gross      Gross
                                     Amortized   Unrealized Unrealized   Fair
                                       Cost        Gains      Losses     Value
- --------------------------------------------------------------------------------
                                                     (IN THOUSANDS)
- --------------------------------------------------------------------------------
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
================================================================================


================================================================================
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
                                                   Gross      Gross
                                     Amortized   Unrealized Unrealized   Fair
                                       Cost        Gains      Losses     Value
- --------------------------------------------------------------------------------
                                                     (IN THOUSANDS)
- --------------------------------------------------------------------------------
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
================================================================================


                                       23

<PAGE>


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
================================================================================


================================================================================
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
================================================================================


                                       24

<PAGE>


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%).

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
================================================================================


                                       25

<PAGE>


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)
================================================================================


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


                                       26

<PAGE>


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%.

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
================================================================================


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


                                       27

<PAGE>


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
================================================================================


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)
================================================================================


                                       28

<PAGE>


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.

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
================================================================================


                                       29

<PAGE>


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.

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


                                       30

<PAGE>


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.

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:                            1994      1993      1992
- --------------------------------------------------------------------------------
                                                          (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
================================================================================


                                       31

<PAGE>


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
================================================================================
Claims 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.

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.


                                       32

<PAGE>


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.

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.


                                       33

<PAGE>


================================================================================
                                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
================================================================================


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.


                                       34

<PAGE>


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:

================================================================================
                                       General    Separate
                                       Account    Account     Total    Percent
- --------------------------------------------------------------------------------
                                              (IN THOUSANDS)
- --------------------------------------------------------------------------------
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%
================================================================================


                                       35

<PAGE>



T. ROWE PRICE

VARIABLE ANNUITY SERVICE CENTER
P.O. BOX 750440
TOPEKA, KANSAS 66675-0440



<PAGE>


                                     PART C

                                OTHER INFORMATION

ITEM 24.          FINANCIAL STATEMENTS AND EXHIBITS

       (a)    Financial Statements

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

       (b)    Exhibits

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

              (2)  Not Applicable

              (3)  Distribution Agreement(b)

              (4)  Sample Contract

              (5)  Form of Application

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

                   (b) Bylaws of SBL(a)

              (7)  Not Applicable

              (8)  (a) Participation Agreement(b)

                   (b) Master Agreement(b)

              (9)  Opinion of Counsel(a)

             (10)  Consent of Independent Auditors

             (11)  Not Applicable

             (12)  Not Applicable

             (13)  Schedule of Computation of Performance

             (14)  Financial Data Schedules

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

(a)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 1 under the  Securities  Act of
     1933  and  Amendment  No. 2 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-83238 (April 28, 1995).

(b)  Incorporated   herein  by  reference   to  the  Exhibits   filed  with  the
     Registrant's  Post-Effective  Amendment No. 2 under the  Securities  Act of
     1933  and  Amendment  No. 3 under  the  Investment  Company  Act of 1940 to
     Registration Statement No. 33-83238 (September 21, 1995).


<PAGE>


ITEM 25.          DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL BUSINESS ADDRESS         POSITIONS AND OFFICES WITH DEPOSITOR

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

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

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

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

Melanie S. Fannin                           Director
220 SE 6th Street
Topeka, Kansas 66603

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

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

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

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

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

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

James L. Woods*                             Senior Vice President


<PAGE>


NAME AND PRINCIPAL BUSINESS ADDRESS         POSITIONS AND OFFICES WITH DEPOSITOR

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

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

T. Gerald Lee*                              Senior Vice President -
                                            Administration

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

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

Richard K Ryan*                             Senior Vice President

Amy J. Lee*                                 Associate General Counsel and
                                            Vice President

James R. Schmank*                           Vice President (and Interim Chief
                                            Investment Officer)

Kathleen R. Blum*                           Vice President - Administration

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


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

         The Depositor,  Security  Benefit Life Insurance  Company  ("SBL"),  is
owned by its policy owners. No one person holds more than approximately  0.0003%
of the voting power of SBL. The Registrant is a segregated asset account of SBL.


<PAGE>


         The following chart indicates the persons controlled by or under common
control with T. Rowe Price Variable Annuity Account or SBL:

                                            JURISDICTION        PERCENT OF
                                                 OF          VOTING SECURITIES
                  NAME                      INCORPORATION      OWNED BY SBL
- --------------------------------------------------------------------------------
Security Benefit Life Insurance Company        Kansas             ----
(Mutual Life Insurance Company)

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

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

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

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

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

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

First Advantage Insurance Agency, Inc.         Kansas             100%

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


<PAGE>


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

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

Security Equity Fund               18%       Security Income Fund         5.9%
                                             Corporate Bond Series

Security Growth and Income Fund    41%       SBL Fund                     100%


ITEM 27.          NUMBER OF CONTRACT OWNERS

         As of  December  1,  1996,  there  were  2,260  owners of T. Rowe Price
Variable Annuity Contracts.


ITEM 28.          INDEMNIFICATION

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

         The Articles of Incorporation include the following provision:

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

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

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

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

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

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


<PAGE>


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


ITEM 29.          PRINCIPAL UNDERWRITER

(a)  T. Rowe Price Investment Services, Inc. ("Investment Services"), a Maryland
corporation  formed  in 1980  as a  wholly-owned  subsidiary  of T.  Rowe  Price
Associates,  Inc.,  serves  as the  distributor  of the T. Rowe  Price  Variable
Annuity Account  contracts.  Investment  Services  receives no compensation  for
distributing  the  Contracts.  Investment  Services  also  serves  as  principal
underwriter for the following investment companies:

T. Rowe Price Growth Stock Fund, Inc.; T. Rowe Price New Horizons Fund, Inc.; T.
Rowe Price New Era Fund,  Inc.;  T. Rowe Price New Income  Fund,  Inc.;  T. Rowe
Price Growth & Income Fund,  Inc.; T. Rowe Price Prime  Reserve  Fund,  Inc.; T.
Rowe Price  Tax-Free  Income Fund,  Inc.; T. Rowe Price  Tax-Exempt  Money Fund,
Inc.; T. Rowe Price  Short-Term Bond Fund,  Inc.; T. Rowe Price Tax-Free Insured
Intermediate  Bond Fund, Inc.; T. Rowe Price Tax-Free  Short-Intermediate  Fund,
Inc.;  T. Rowe Price High Yield Fund,  Inc.;  T. Rowe Price  Tax-Free High Yield
Fund,  Inc.;  T. Rowe Price GNMA Fund; T. Rowe Price Equity Income Fund; T. Rowe
Price New America Growth Fund; T. Rowe Price Capital  Appreciation Fund; T. Rowe
Price 


<PAGE>


Capital Opportunity Fund, Inc; T. Rowe Price Science & Technology Fund, Inc.; T.
Rowe Price Health Sciences Fund, Inc.; T. Rowe Price Small-Cap Value Fund, Inc.;
T. Rowe Price U.S.  Treasury Funds,  Inc.  (which  includes U.S.  Treasury Money
Fund, U.S. Treasury Intermediate Fund and U.S. Treasury Long-Term Fund); T. Rowe
Price State Tax-Free Income Trust (which includes  Maryland  Tax-Free Bond Fund,
New York Tax-Free Bond Fund,  New York Tax-Free  Money Fund,  Virginia  Tax-Free
Bond Fund, New Jersey Tax-Free Bond Fund,  Georgia  Tax-Free Bond Fund,  Florida
Insured Intermediate Tax-Free Fund, and Maryland Short-Term Tax-Free Bond Fund);
T. Rowe Price  California  Tax-Free  Income  Trust  (which  includes  California
Tax-Free  Bond Fund and  California  Tax-Free  Money Fund);  T. Rowe Price Index
Trust,  Inc. (which includes the T. Rowe Price Equity Index Fund); T. Rowe Price
Spectrum Fund, Inc. (which includes the Spectrum Growth Fund and Spectrum Income
Fund); T. Rowe Price Short-Term U.S.  Government Fund, Inc.; T. Rowe Price Value
Fund,  Inc.; T. Rowe Price  Balanced  Fund,  Inc.; T. Rowe Price Mid-Cap  Growth
Fund,  Inc.;  T. Rowe Price OTC Fund,  Inc.  (which  includes  T. Rowe Price OTC
Fund); T. Rowe Price Blue Chip Growth Fund,  Inc.; T. Rowe Price Dividend Growth
Fund,  Inc.;  T. Rowe Price  Summit  Funds,  Inc.  (which  includes  Summit Cash
Reserves  Fund,  Summit  Limited-Term  Bond Fund and Summit GNMA Fund);  T. Rowe
Price Summit Municipal Funds, Inc. (which includes Summit Municipal Money Market
Fund, Summit Municipal Intermediate Fund, Summit Municipal Income Fund); T. Rowe
Price Corporate Income Fund, Inc.; CUNA Mutual Funds,  Inc. (which includes CUNA
Mutual Tax-Free  Intermediate-Term Fund, CUNA Mutual U.S. Government Income Fund
and CUNA Mutual  Cornerstone  Fund); T. Rowe Price Equity Series,  Inc.,  (which
includes T. Rowe Price  Equity  Income  Portfolio  and T. Rowe Price New America
Growth Portfolio,  and T. Rowe Price Personal Strategy Balanced  Portfolio);  T.
Rowe Price Fixed Income Series,  Inc. (which includes T. Rowe Price Limited-Term
Bond Portfolio);  T. Rowe Price  International  Series,  Inc. (which includes T.
Rowe Price International Stock Portfolio);  Personal Strategy Funds, Inc. (which
includes T. Rowe Price  Personal  Strategy  Income Fund, T. Rowe Price  Personal
Strategy  Balanced  Fund and  Personal  Strategy  Growth  Fund);  T. Rowe  Price
International Fund (which includes the T. Rowe Price 


<PAGE>


International  Stock Fund, T. Rowe Price  International Bond Fund, T. Rowe Price
International  Discovery  Fund, T. Rowe Price European Stock Fund, T. Rowe Price
New Asia Fund,  T. Rowe Price Global  Government  Bond Fund, T. Rowe Price Japan
Fund, T. Rowe Price Short-Term Global Fund, T. Rowe Price Latin America Fund, T.
Rowe Price Emerging  Markets Stock Fund, T. Rowe Price Global Stock Fund, and T.
Rowe Price  Emerging  Markets Bond Fund);  Frank Russell  Investment  Securities
Fund;  the RPF  International  Bond Fund;  and the  Institutional  International
Funds, Inc. (which includes the Foreign Equity Fund).

(b)
          NAME AND PRINCIPAL                    POSITION AND OFFICES
          BUSINESS ADDRESS*                       WITH UNDERWRITER
- --------------------------------------------------------------------------------
          Mark E. Rayford                       Director
          James S. Riepe                        President and Director
          Patricia M. Archer                    Vice President
          Edward C. Bernard                     Vice President
          Joseph C. Bonasorte                   Vice President
          Meredith C. Callanan                  Vice President
          Laura H. Chasney                      Vice President
          Victoria C. Collins                   Vice President
          Christopher W. Dyer                   Vice President
          Forrest R. Foss                       Vice President
          James W. Graves                       Vice President
          Andrea G. Griffin                     Vice President
          David J. Healy                        Vice President
          Joseph P. Healy                       Vice President
          Walter J. Helmlinger                  Vice President
          Eric G. Knauss                        Vice President
          Henry H. Hopkins                      Vice President and Director
          Douglas G. Kremer                     Vice President
          Sharon R. Krieger                     Vice President
          Keith Wayne Lewis                     Vice President
          David L. Lyons                        Vice President
          Sarah McCafferty                      Vice President
          Maurice Albert Minerbi                Vice President
          Nancy M. Morris                       Vice President
          George A. Murnaghan                   Vice President
          Steven E. Norwitz                     Vice President
          Kathleen M. O'Brien                   Vice President


<PAGE>


          NAME AND PRINCIPAL                    POSITION AND OFFICES
          BUSINESS ADDRESS*                       WITH UNDERWRITER
- --------------------------------------------------------------------------------

          Pamela D. Preston                     Vice President
          Lucy Beth Robins                      Vice President
          John Richard Rockwell                 Vice President
          Monica R. Tucker                      Vice President
          Charles E. Vieth                      Vice President and Director
          William F. Wendler, II                Vice President
          Terrie L. Westren                     Vice President
          Jane F. White                         Vice President
          Thomas R. Woolley                     Vice President
          Alvin M. Younger, Jr.                 Treasurer and Secretary
          Mark S. Finn                          Controller

*Unless  otherwise  indicated,  the  business  address  of  each  of  Investment
Services' officers and directors is 100 East Pratt Street,  Baltimore,  Maryland
21202.

(c)      Not applicable.


ITEM 30.          LOCATION OF ACCOUNTS AND RECORDS

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


ITEM 31.          MANAGEMENT SERVICES

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


ITEM 32.          UNDERTAKINGS

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

(b)  Registrant undertakes  that it will affix to or include a post card as part
of the T. Rowe Price Variable  Annuity Account  Prospectus that an applicant can
remove to send for a Statement of Additional Information.


<PAGE>


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

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


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, The Registrant  certifies that it meets the requirements of
Securities Act Rule 485 for effectiveness of the Registration  Statement and has
caused this  Registration  Statement to be signed on its behalf,  in the City of
Topeka, and State of Kansas on this 16th day of December, 1996.

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

Howard R. Fricke                  SECURITY BENEFIT LIFE INSURANCE
Director, President and           COMPANY (THE DEPOSITOR)
Chief Executive Officer

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

                                  Date:  December 16, 1996


<PAGE>


                                  EXHIBIT INDEX

   (1)   None

   (2)   None

   (3)   None

   (4)   Sample Contract

   (5)   Form of Application

   (6)   (a)   Composite of Articles of Incorporation

         (b)   None

   (7)   None

   (8)   (a)   None

         (b)   None

   (9)   None

  (10)   Consent of Independent Auditors

  (11)   None

  (12)   None

  (13)   Schedule of Computation of Performance

  (14)   Financial Data Schedules

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





<PAGE>


              FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

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

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

             ROGER K. VIOLA                    HOWARD R. FRICKE
                Secretary                         President

                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

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

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

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


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

                                   [SBG LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                     P.O. Box 750440, Topeka, KS 66675-0440
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461
                      1-800-469-6587 FOR CUSTOMER SERVICE

<PAGE>

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                      PAGE
CONTRACT SPECIFICATIONS ...............................................  3
DEFINITIONS ...........................................................  4-6
GENERAL PROVISIONS ....................................................  7, 8
   THE CONTRACT .......................................................  7
   COMPLIANCE .........................................................  7
   MISSTATEMENT OF AGE AND SEX ........................................  7
   EVIDENCE OF SURVIVAL ...............................................  7
   INCONTESTABILITY ...................................................  7
   ASSIGNMENT .........................................................  7
   EXCHANGES ..........................................................  8
   CLAIMS OF CREDITORS ................................................  8
   NONFORFEITURE VALUES ...............................................  8
   PARTICIPATION ......................................................  8
   STATEMENTS .........................................................  8
OWNERSHIP, ANNUITANT AND
BENEFICIARY PROVISIONS ................................................  9
   OWNERSHIP ..........................................................  9
   JOINT OWNERSHIP ....................................................  9
   ANNUITANT ..........................................................  9
   PRIMARY AND SECONDARY BENEFICIARIES ................................  9
   OWNERSHIP AND BENEFICIARY CHANGES ..................................  9
PURCHASE PAYMENT PROVISIONS ........................................... 10
   FLEXIBLE PURCHASE PAYMENTS ......................................... 10
   PURCHASE PAYMENT LIMITATIONS ....................................... 10
   PURCHASE PAYMENT ALLOCATION ........................................ 10
   PLACE OF PAYMENT ................................................... 10
CONTRACT VALUE AND EXPENSE PROVISIONS ................................. 10-12
   CONTRACT VALUE ..................................................... 10
   FIXED ACCOUNT CONTRACT VALUE ....................................... 10
   FIXED ACCOUNT INTEREST CREDITING ................................... 11
   SEPARATE ACCOUNT CONTRACT VALUE .................................... 11
   ACCUMULATION UNIT VALUE ............................................ 11
   DETERMINING ACCUMULATION UNITS ..................................... 11
   MORTALITY AND EXPENSE RISK CHARGE .................................. 12
   PREMIUM TAX EXPENSE ................................................ 12
   MUTUAL FUND EXPENSES ............................................... 12
WITHDRAWAL PROVISIONS ................................................. 12, 13
   WITHDRAWALS ........................................................ 12
   WITHDRAWAL VALUE ................................................... 13
   SYSTEMATIC WITHDRAWALS ............................................. 13
   DATE OF REQUEST .................................................... 13
   PAYMENT OF WITHDRAWAL BENEFITS ..................................... 13
DEATH BENEFIT PROVISIONS .............................................. 14, 15
   DEATH BENEFIT ...................................................... 14
   PROOF OF DEATH ..................................................... 14
   DISTRIBUTION RULES ................................................. 14, 15
ANNUITY PAYMENT PROVISIONS ............................................ 15-19
   ANNUITY PAYOUT DATE ................................................ 15
   CHANGE OF ANNUITY PAYOUT DATE ...................................... 15
   ANNUITY PAYOUT AMOUNT .............................................. 15
   ANNUITY TABLES ..................................................... 16
   ANNUITY PAYMENTS ................................................... 16
   CHANGE OF ANNUITY OPTION ........................................... 16
   FIXED ANNUITY PAYMENTS ............................................. 16
   VARIABLE ANNUITY PAYMENTS .......................................... 16
   ANNUITY UNITS ...................................................... 16, 17
   NET INVESTMENT FACTOR .............................................. 17
   ALTERNATE ANNUITY OPTION RATES ..................................... 17
   ANNUITY OPTIONS .................................................... 18, 19
ANNUITY TABLES ........................................................ 20
AMENDMENTS OR ENDORSEMENTS, IF ANY

                                       -2-

<PAGE>

- --------------------------------------------------------------------------------
                            CONTRACT SPECIFICATIONS
- --------------------------------------------------------------------------------

OWNER NAME:  John A. Doe                CONTRACT NUMBER:  Specimen

OWNER DATE OF BIRTH:  10-30-1953        CONTRACT DATE:  6-30-1993

JOINT OWNER NAME:  Mary K. Doe          ISSUE DATE:  6-30-1993

JOINT OWNER DATE OF BIRTH:  7-18-1981   ANNUITY PAYOUT DATE:  7-1-2052

ANNUITANT NAME:  Betty M. Doe           PLAN:  Non-Qualified

ANNUITANT DATE OF BIRTH:  5-13-1987     ASSIGNMENT:  This Policy may be
                                        assigned. See Assignment Provision of
                                        your policy.
ANNUITANT GENDER:  Female

PRIMARY BENEFICIARY:                    SECONDARY BENEFICIARY
Linda L. Doe                            NAME:  See Application or subsequent
                                        change form


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

INITIAL PURCHASE PAYMENT ..............................  $10,000

MINIMUM SUBSEQUENT PURCHASE PAYMENTS ..................  $1,000 OR $200 through
                                                         an automatic investment
                                                         program

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

MORTALITY AND EXPENSE RISK CHARGE .....................  .55% Annually

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

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

SUBACCOUNTS:
   New America Growth Subaccount
   International Stock Subaccount
   Mid-Cap Growth Subaccount
   Equity Income Subaccount
   Personal Strategy Balanced Subaccount
   Limited-Term Bond Subaccount
   Prime Reserve Subaccount

METHOD FOR DEDUCTIONS:

   Deductions  for any Premium  Taxes will be allocated  proportionately  to the
   Owner's Contract Value in the Subaccounts and the Fixed Account.


*  The Annuity Payout Date and Annuity Option are assigned automatically and may
   be changed by the Owner  prior to the  Annuity  Payout  Date.  See "Change of
   Annuity Payout Date" and "Change of Annuity Option."

                                      -3-

<PAGE>

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

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

ACCUMULATION UNIT
                     The Accumulation  Unit is a unit of measure.  It is used to
                     compute the Separate  Account  Contract  Value prior to the
                     Annuity  Payout  Date.  It is  also  used  to  compute  the
                     Variable annuity Payments for Annuity Options 5 through 7.

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

ANNUITY OPTION
                     An  Annuity  Option  is a set of  provisions  that form the
                     basis for making  Annuity  Payments.  The Annuity Option is
                     set prior to the Annuity  Payout Date.  Please see "Annuity
                     Options" on pages 18 and 19.

ANNUITY PAYOUT DATE
                     The  Annuity  Payout  Date  is the  date on  which  Annuity
                     Payments are  scheduled to begin.  This date may be changed
                     by the Owner.  The Annuity  Payout Date is shown on Page 3.
                     Please see "Annuity Payout Date" on page 15.

ANNUITY UNIT
                     The  Annuity  Unit is a unit  of  measure  used to  compute
                     Variable Annuity Payments for Annuity Options 1 through 4.

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

COMPANY 
                     The Company is Security  Benefit  Life  Insurance  Company,
                     P.O. Box 750440, Topeka, Kansas 66675-0440.

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

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

CONTRACT YEAR
                     Contract Years are measured from the Contract Date.

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

DESIGNATED BENEFICIARY 

                     Upon the death of the Owner or Joint Owner,  the Designated
                     Beneficiary  will be the first person on the following list
                     who is alive on the  date of  death:
                     1. Owner;
                     2. Joint Owner;
                     3. Primary Beneficiary;
                     4. Secondary Beneficiary;
                     5. Annuitant; and
                     6. the Owner's estate if no one listed above is alive.

                                      -4-

<PAGE>

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

DESIGNATED
BENEFICIARY (Cont'd)
                     The  Designated  Beneficiary  receives a death benefit upon
                     the death of the Owner.  Please see "Ownership,  Annuitant,
                     and  Beneficiary  Provisions"  on page 9 and "Death Benefit
                     Provisions" on pages 14 and 15.

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

GUARANTEE PERIOD
                     Current Interest, if declared, is fixed for rolling periods
                     of one or more years, referred to as Guarantee Periods. The
                     Company may offer Guarantee Periods of different durations.
                     The  Guarantee  Period  that  applies to any Fixed  Account
                     Contract  Value:  (1) starts on the date that such Contract
                     Value is allocated to the Fixed Account  pursuant to: (a) a
                     Purchase  Payment  Received  by  the  Company;  or  (b)  an
                     Exchange to the Fixed Account; and (2) ends on the last day
                     of the same month in the year in which the Guarantee Period
                     expires. When any Guarantee Period expires, a new Guarantee
                     Period shall start for such Contract Value on the date that
                     follows such expiration  date. Such period shall end on the
                     immediately  preceding  date  in  the  year  in  which  the
                     Guarantee Period expires. For example,  assuming a one-year
                     Guarantee  Period,  Contract  Value  exchanged to the Fixed
                     Account on June 1 would have a Guarantee Period starting on
                     that date and ending on June 30 of the  following  year.  A
                     new Guarantee Period for such Contract Value would start on
                     July 1 of that  year  and  end on June 30 of the  following
                     year.

HOME OFFICE
                     The  address  of the  Company's  Home  Office  is  Security
                     Benefit Life Insurance  Company,  P.O. Box 750440,  Topeka,
                     Kansas 66675-0440.

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

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

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

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

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

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

RECEIVED BY THE
COMPANY
                     The phrase  "Received by the Company"  means receipt by the
                     Company in good order at its Home Office,  P.O. Box 750440,
                     Topeka, Kansas 66675-0440.

                                      -5-

<PAGE>

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

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

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

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

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

                     1. change  or  add   designated   mutual   funds  or  other
                        investment vehicles;
                     2. add, remove or combine Subaccounts;
                     3. add,  delete or make  substitutions  for securities that
                        are held or  purchased  by the  Separate  Account or any
                        Subaccount;
                     4. operate the Separate Account as a management  investment
                        company;
                     5. combine the assets of the  Separate  Account  with other
                        Separate   Accounts  of  the  Company  or  an  affiliate
                        thereof;
                     6. restrict  or  eliminate  any voting  rights of the Owner
                        with  respect to the Separate  Account or other  persons
                        who have voting rights as to the Separate Account; and
                     7. terminate and liquidate any Subaccount.

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

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

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

                                      -6-

<PAGE>

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

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

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

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

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

EVIDENCE OF SURVIVAL
                     When any payments  under this Contract  depend on the payee
                     being alive on a given date, proof that the payee is living
                     may be  required  by the  Company.  Such proof must be in a
                     form accepted by the Company,  and may be required prior to
                     making the payments.

INCONTESTABILITY
                     This  Contract  will not be contested  after it has been in
                     force for two years from the Issue Date  during the life of
                     the Owner.

ASSIGNMENT
                     Please  refer  to  page 3 to see if  this  Contract  may be
                     assigned.  If it may be assigned,  no Assignment under this
                     Contract  is  binding  unless  Received  by the  Company in
                     writing.  The  Company  assumes no  responsibility  for the
                     validity,  legality,  or tax status of any Assignment.  The
                     Assignment  will be  subject to any  payment  made or other
                     action  taken  by the  Company  before  the  Assignment  is
                     Received  by the  Company.  Once  filed,  the rights of the
                     Owner,   Annuitant  and  Beneficiary  are  subject  to  the
                     Assignment.  Any claim is subject to proof of  interest  of
                     the assignee.

                                      -7-

<PAGE>

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

EXCHANGES
                     The  Owner  may  Exchange  Contract  Value  among the Fixed
                     Account and Subaccounts subject to the following.

                     The Owner may make only six  Exchanges  per Contract  Year.
                     Exchanges  are not  allowed  within 30 days of the  Annuity
                     Payout Date.  Automatic  Exchanges  are not included in the
                     six Exchanges  allowed per Contract Year. After the Annuity
                     Payout Date, for Annuity Options 1 through 4, the Owner may
                     Exchange Contract Value only among Subaccounts.

                     The  Company  reserves  the right to:  (1) limit the amount
                     that may be  subject  to  Exchanges;  (2) limit the  amount
                     remaining  in an account  after an  Exchange;  (3) waive or
                     limit the number of Exchanges  allowed each Contract  Year;
                     (4) impose  conditions  on the right to  Exchange;  and (5)
                     suspend  Exchanges.  Exchanges must be at least $500 or, if
                     less,  the  remaining  balance  in the Fixed  Account  or a
                     Subaccount.

                     Contract  Value may be  exchanged  from the  Fixed  Account
                     only: (1) during the calendar month in which the applicable
                     Guarantee Period expires;  and (2) pursuant to an Automatic
                     Exchange.  Exchanges of Fixed Account  Contract Value shall
                     be made:  (1) first from Fixed Account  Contract  Value for
                     which the  Guarantee  Period  expires  during the  calendar
                     month in which the  Exchange is  effected;  (2) then in the
                     order that starts with Fixed Account  Contract  Value which
                     has the longest amount of time before its Guarantee  Period
                     expires;  and (3) ends with that which has the least amount
                     of time before its Guarantee Period expires.

                     The Company will effect an Exchange to or from a Subaccount
                     on the basis of  Accumulation  Unit Value (or Annuity  Unit
                     Value)  determined  at the end of the  Valuation  Period in
                     which the Exchange is effected.  The Company will effect an
                     Exchange  from  the  Fixed  Account  on the  basis of Fixed
                     Account  Contract Value at the end of the Valuation  Period
                     in which the Exchange is effected.

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

CLAIMS OF CREDITORS
                     The Contract  Value and other  benefits under this Contract
                     are exempt from the claims of creditors of the Owner to the
                     extent allowed by law.

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

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

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

                                      -8-

<PAGE>

- --------------------------------------------------------------------------------
OWNERSHIP, ANNUITANT AND BENEFICIARY PROVISIONS
- --------------------------------------------------------------------------------

OWNERSHIP
                     During the  Owner's  lifetime,  all  rights and  privileges
                     under the Contract may be exercised  only by the Owner.  If
                     the  purchaser  names someone other than himself or herself
                     as Owner,  the purchaser has no rights in the Contract.  No
                     Owner may be older than age 85 on the Contract Date.

JOINT OWNERSHIP
                     If a Joint  Owner  is named  in the  application,  then the
                     Owner and Joint  Owner share an  undivided  interest in the
                     entire   Contract   as  joint   tenants   with   rights  of
                     survivorship.  When an Owner  and  Joint  Owner  have  been
                     named, the Company will honor only requests for changes and
                     the  exercise  of other  Ownership  rights made by both the
                     Owner and Joint  Owner.  When a Joint  Owner is named,  all
                     references to "Owner"  throughout  this Contract  should be
                     construed  to mean both the Owner and Joint  Owner,  except
                     for the  "Statements"  provision  on page 8 and the  "Death
                     Benefit Provisions" on pages 14 and 15.

ANNUITANT
                     The  Annuitant is named on page 3. The Owner may change the
                     Annuitant prior to the Annuity Payout Date. The request for
                     this  change  must be made in writing  and  Received by the
                     Company at least 30 days prior to the Annuity  Payout Date.
                     No Annuitant  may be named who is more than 85 years old on
                     the Contract  Date.  When the  Annuitant  dies prior to the
                     Annuity  Payout Date,  the Owner must name a new  Annuitant
                     within 30 days or, if sooner,  by the Annuity  Payout Date,
                     except  where the Owner is a  Nonnatural  Person.  If a new
                     Annuitant is not named, the Owner becomes the Annuitant.

PRIMARY AND
SECONDARY
BENEFICIARIES
                     The Primary  Beneficiary and any Secondary  Beneficiary are
                     named on page 3. The Owner may  change any  Beneficiary  as
                     described in "Ownership and Beneficiary  Changes" below. If
                     the  Primary  Beneficiary  dies  prior  to the  Owner,  the
                     Secondary  Beneficiary  becomes  the  Primary  Beneficiary.
                     Unless the Owner directs  otherwise,  when there are two or
                     more Primary Beneficiaries, they will receive equal shares.

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

                                      -9-

<PAGE>

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

FLEXIBLE PURCHASE
PAYMENTS
                     The  Contract  becomes in force when the  initial  Purchase
                     Payment is applied.  The Owner is not  required to continue
                     Purchase  Payments  in the amount or  frequency  originally
                     planned. The Owner may: (1) increase or decrease the amount
                     of   Purchase   Payments,   subject  to  any   Contract  or
                     administrative  limits;  or (2)  change  the  frequency  of
                     Purchase  Payments.  A change  in  frequency  or  amount of
                     Purchase Payments does not require a written request.

PURCHASE PAYMENT
LIMITATIONS
                     Total Purchase  Payments to the Contract may not be greater
                     than $1,000,000 without prior approval by the Company.  The
                     Minimum Subsequent Purchase Payment amount is shown on page
                     3.

PURCHASE PAYMENT
ALLOCATION
                     Purchase  Payments may be allocated among the Fixed Account
                     and the Subaccounts.  The allocations may be a whole dollar
                     amount or whole percentage.  However,  no less than $25 per
                     Purchase Payment may be allocated to any Account. The Owner
                     may  change  the  allocations  by  written  notice  to  the
                     Company.

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

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

CONTRACT VALUE
                     On any Valuation  Date,  the Contract  Value is the sum of:
                     (1) the Separate  Account Contract Value; and (2) the Fixed
                     Account  Contract  Value.  At  any  time  after  the  first
                     Contract  Year and  before the  Annuity  Payout  Date,  the
                     Company reserves the right to pay to the Owner the Contract
                     Value as a lump sum if it is below $2,000.

FIXED ACCOUNT
CONTRACT VALUE
                     On any Valuation Date, the Fixed Account  Contract Value is
                     equal to the first  Purchase  Payment  allocated  under the
                     Contract to the Fixed Account:

                     PLUS:

                     1. any other Purchase Payments allocated under the Contract
                        to the Fixed Account;
                     2. any  Exchanges  from the  Separate  Account to the Fixed
                        Account; and
                     3. any interest credited to the Fixed Account.

                     LESS:

                     1. any Withdrawals deducted from the Fixed Account;
                     2. any  Exchanges  from the Fixed  Account to the  Separate
                        Account;
                     3. any applicable Premium Taxes;
                     4. any Fixed Account Contract Value which is applied to any
                        of Annuity Options 1 through 4; and
                     5. any  Annuity  Payments  made  under  Annuity  Options  5
                        through 7.

                                      -10-

<PAGE>

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

FIXED ACCOUNT
INTEREST CREDITING
                     The Company shall credit interest on Fixed Account Contract
                     Value at an annual  rate at least  equal to the  Guaranteed
                     Rate shown on page 3.  Also,  the  Company  may in its sole
                     judgment credit Current Interest at a rate in excess of the
                     Guaranteed Rate. The rate of Current Interest, if declared,
                     shall be fixed during the Guarantee  Period.  Fixed Account
                     Contract  Value  shall earn  Current  Interest  during each
                     Guarantee  Period  at the  rate,  if any,  declared  by the
                     Company on the first day of the Guarantee Period.

                     The Company may credit  Current  Interest on Contract Value
                     that was allocated or exchanged to the Fixed Account during
                     one period at a different  rate than  amounts  allocated or
                     exchanged to the Fixed Account in another period. Also, the
                     Company  may  credit  Current  Interest  on  Fixed  Account
                     Contract Value at different  rates based upon the length of
                     the Guarantee Period.  Therefore,  at any time, portions of
                     Fixed  Account   Contract  Value  may  be  earning  Current
                     Interest at  different  rates based upon the period  during
                     which such  portions  were  allocated  or  exchanged to the
                     Fixed Account and the length of the Guarantee Period.

SEPARATE ACCOUNT
CONTRACT VALUE
                     On any Valuation Date, the Separate  Account Contract Value
                     is the sum of the then  current  value of the  Accumulation
                     Units allocated to each Subaccount for this Contract.

ACCUMULATION UNIT
VALUE
                     The initial Accumulation Unit Value for each Subaccount was
                     set at $10.  Other  Accumulation  Unit  Values are found on
                     each Valuation Date by dividing (1) by (2) where:

                     1. is equal to:

                        a. the Subaccount Net Asset Value  determined at the end
                           of the current Valuation Period; plus
                        b. any dividends declared by the Subaccount's underlying
                           mutual fund that are not part of the  Subaccount  Net
                           Asset Value; less
                        c. the accrued Mortality and Expense Risk Charge; and
                        d. any taxes for which the  Company has  reserved  which
                           the Company deems to have resulted from the operation
                           of the Subaccount.

                     2. is the number of Accumulation  Units at the start of the
                        Valuation Period.

                     The  Accumulation  Unit Value may increase or decrease from
                     one Valuation Period to the next.

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

                     1. Purchase Payments that are applied to the Subaccount;
                     2. Contract  Value  that  is  Exchanged  into or out of the
                        Subaccount;
                     3. Withdrawals that are deducted from the Subaccount; and
                     4. Premium Taxes that are deducted from the Subaccount.

                                      -11-

<PAGE>

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

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

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

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

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

WITHDRAWALS
                     A  full   Withdrawal  of  the  Contract  Value  or  partial
                     Withdrawal of Separate Account Contract Value is allowed at
                     any time.  Partial  Withdrawals  of Fixed Account  Contract
                     Value are,  however,  restricted as described  below.  This
                     provision  is  subject to any  federal or state  Withdrawal
                     restrictions.

                     A partial Withdrawal of Fixed Account Contract Value may be
                     made only:  (1)  pursuant to  Systematic  Withdrawals;  (2)
                     during the calendar month in which the applicable Guarantee
                     Period expires; and (3) once per Contract Year in an amount
                     up to the  greater  of  $5,000 or 10  percent  of the Fixed
                     Account   Contract   Value  at  the  time  of  the  partial
                     Withdrawal.

                     Upon the Owner's request for a full Withdrawal, the Company
                     will pay the Withdrawal Value in a lump sum.

                     All Withdrawals must meet the following conditions.

                     1. The  request  for  Withdrawal  must be  Received  by the
                        Company in writing or under other methods allowed by the
                        Company.
                     2. The Owner  must  apply:  (a) while this  Contract  is in
                        force; and (b) prior to the Annuity Payout Date.
                     3. The amount Withdrawn must be at least $500.00 except for
                        Systematic  Withdrawals,  as  discussed  below,  or when
                        terminating the Contract.

                     A partial Withdrawal request must state the allocations for
                     deducting the Withdrawal from each Account.  Withdrawals of
                     Fixed Account  Contract Value shall be made: (1) first from
                     Fixed Account Contract Value for which the Guarantee Period
                     expires  during the calendar  month in which the Withdrawal
                     is  effected;  (2) then in the order that starts with Fixed
                     Account Contract Value which has the longest amount of time
                     before its Guarantee Period expires; and (3) ends with that
                     which has the least  amount of time  before  its  Guarantee
                     Period expires.

                                      -12-

<PAGE>

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

WITHDRAWAL VALUE
                     The  Withdrawal Value at any time will be: (1) the Contract
                     Value;  less  (2)  any  Premium  Taxes  due or  paid by the
                     Company.

SYSTEMATIC
WITHDRAWALS
                     Systematic Withdrawals are automatic periodic distributions
                     from the Contract in  substantially  equal amounts prior to
                     the  Annuity  Payout  Date.  In order  to start  Systematic
                     Withdrawals,  the Owner must make the  request in  writing.
                     The Minimum  Systematic  Withdrawal is shown on page 3. The
                     Owner must  choose the type of payment  and its  frequency.
                     The  payment  type may be:  (1) a  percentage  of  Contract
                     Value; (2) a specified  dollar amount;  (3) all earnings in
                     the Contract;  or (4) based upon the life expectancy of the
                     Owner or the Owner and a Beneficiary. The payment frequency
                     may be: (1) monthly;  (2) quarterly;  (3) semiannually;  or
                     (4)  annually.  Systematic  Withdrawals  of  Fixed  Account
                     Contract  Value must provide for payments  over a period of
                     not less  than 36  months.  Systematic  Withdrawals  may be
                     stopped by the Owner upon proper written  request  Received
                     by the  Company at least 30 days in  advance.  The  Company
                     reserves  the right to stop,  modify or suspend  Systematic
                     Withdrawals.

DATE OF
REQUEST
                     The Company  will effect a Withdrawal  of Separate  Account
                     Contract  Value on the  basis of  Accumulation  Unit  Value
                     determined at the end of the Valuation  Period in which all
                     the required information is Received by the Company.

PAYMENT OF
WITHDRAWAL
BENEFITS
                     The  Company  reserves  the right to suspend an Exchange or
                     delay payment of a Withdrawal from the Separate Account for
                     any period:

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

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

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

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

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

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

                                      -13-

<PAGE>

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

DEATH BENEFIT
                     If any Owner dies prior to the Annuity Payout Date, a Death
                     Benefit will be paid to the Designated Beneficiary when due
                     Proof of  Death  and  instructions  regarding  payment  are
                     Received  by  the  Company.  If an  Owner  is a  Nonnatural
                     Person, then the Death Benefit will be paid in the event of
                     the death of the  Annuitant  or any joint  Owner  that is a
                     natural person prior to the Annuity  Payout Date.  Further,
                     if an Owner is a Nonnatural Person, the amount of the death
                     benefit is based on the age of the  Annuitant  or any joint
                     Owner that is a natural person on the Issue Date.

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

                     The Stepped-Up Death Benefit is:

                     1. the largest  Death  Benefit on any Contract  Anniversary
                        that is both an exact  multiple of five and occurs prior
                        to the oldest Owner reaching age 76; plus
                     2. any  Purchase  Payments  received  since the  applicable
                        fifth Contract Anniversary; less
                     3. any   reductions   caused  by   Withdrawals   since  the
                        applicable fifth Contract Anniversary; less
                     4. any Premium Taxes due or paid by the Company.

                     If the age of any Owner on the Issue  Date was 76 or older,
                     the Death  Benefit will be: (1) the  Contract  Value on the
                     date due Proof of Death and instructions  regarding payment
                     are Received by the Company; less (2) any Premium Taxes due
                     or paid by the Company.

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

                     The value of the Death Benefit is determined as of the date
                     that both Proof of Death and instructions regarding payment
                     are Received by the Company in good order.

PROOF OF
DEATH
                     Any of the following will serve as Proof of Death:

                     1. certified copy of the death certificate;
                     2. certified decree of a court of competent jurisdiction as
                        to the finding of death;
                     3. written  statement by a medical  doctor who attended the
                        deceased Owner; or
                     4. any proof accepted by the Company.

DISTRIBUTION
RULES
                     The entire Death  Benefit  with any interest  shall be paid
                     within 5 years  after  the  death of any  Owner,  except as
                     provided   below.   In  the  event   that  the   Designated
                     Beneficiary  elects an Annuity  Option,  the length of time
                     for the  payment  period may be longer than 5 years if: (1)
                     the  Designated  Beneficiary is a natural  person;  (2) the
                     Death Benefit is paid out under  Annuity  Options 1 through
                     7; (3) payments are made over a period that does not exceed
                     the life or life expectancy of the Designated  Beneficiary;
                     and (4) Annuity Payments begin within one year of the death
                     of the Owner.  If the deceased  Owner's  spouse is the sole
                     Designated  Beneficiary,  the spouse  shall become the sole
                     Owner of the Contract. He or she may elect to: (1) keep the
                     Contract in force until the sooner of the spouse's death or
                     the Annuity Payout Date; or (2) receive the Death Benefit.

                                      -14-

<PAGE>

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

DISTRIBUTION
RULES (cont'd)
                     If any Owner dies after the Annuity  Payout  Date,  Annuity
                     Payments  shall  continue to be paid at least as rapidly as
                     under the  method of  payment  being used as of the date of
                     the Owner's death.

                     If the Owner is a Nonnatural Person, the distribution rules
                     set  forth  above  apply in the event of the death of, or a
                     change  in,  the  Annuitant.  This  Contract  is  deemed to
                     incorporate  any provision of Section 72(s) of the Internal
                     Revenue  Code of 1986,  as  amended  (the  "Code"),  or any
                     successor  provision.  This  Contract  is  also  deemed  to
                     incorporate   any  other   provision  of  the  Code  deemed
                     necessary by the Company, in its sole judgment,  to qualify
                     this  Contract  as  an  annuity.  The  application  of  the
                     distribution  rules  will be made in  accordance  with Code
                     section 72(s), or any successor  provision,  as interpreted
                     by the Company in its sole judgment.

                     The foregoing distribution rules do not apply to a Contract
                     which is:  (1)  provided  under  a plan  described  in Code
                     section 401(a);  (2) described in Code section 403(b);  (3)
                     an  individual  retirement  annuity  or  provided  under an
                     individual  retirement account or annuity; or (4) otherwise
                     exempt from the Code section 72(s) distribution rules.

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

ANNUITY PAYOUT
DATE
                     The Owner may choose the Annuity Payout Date at the time of
                     application.  If no  Annuity  Payout  Date is  chosen,  the
                     Company  will use the later of: (1) the oldest  Annuitant's
                     seventieth birthday; or (2) the tenth Contract Anniversary.
                     The  Annuity  Payout  Date  must  be  prior  to the  oldest
                     Annuitant's ninetieth birthday.

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

CHANGE OF ANNUITY
PAYOUT DATE
                     The Owner may change the Annuity Payout Date. A request for
                     the change  must be made in writing.  The  written  request
                     must be  Received  by the Company at least 30 days prior to
                     the new Annuity Payout Date as well as 30 days prior to the
                     previous Annuity Payout Date.

ANNUITY PAYOUT
AMOUNT
                     The Annuity  Payout Amount is applied to one or more of the
                     Annuity  Options  listed  on pages 18 and 19.  The  Annuity
                     Payout  Amount is: (1) the  Contract  Value on the  Annuity
                     Payout Date;  less (2) any Premium Taxes due or paid by the
                     Company.  Unless otherwise  directed by the Owner,  Annuity
                     Payout  Amount  derived from Fixed Account  Contract  Value
                     will be applied to purchase a Fixed  Annuity  Option;  that
                     derived  from  Separate  Account  Contract  Value  will  be
                     applied to purchase a Variable Annuity Option.

                                      -15-

<PAGE>

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

ANNUITY TABLES
                     The Annuity  Tables show the  guaranteed  minimum amount of
                     monthly  Annuity  Payment that applies to the first payment
                     for Variable Annuity Payments and to each payment for Fixed
                     Annuity  Payments for each $1,000 of Annuity  Payout Amount
                     for each of Annuity Options 1 through 4. The amount of each
                     Annuity Payment for Annuity Options 1 through 4 will depend
                     on the  Annuitant's sex and age on the Annuity Payout Date.
                     The Annuity  Tables  state values for the exact ages shown.
                     The values will be  interpolated  based on the  Annuitant's
                     exact  age on the  Annuity  Payout  Date.  On  request  the
                     Company will furnish the amount of monthly  Annuity Payment
                     per $1,000 applied for any ages not shown.

                     The Company bases the Tables for Annuity  Options 1 through
                     4 on: (1) the 1983 Table "A" Mortality  Table projected for
                     mortality  improvement for 45 years using  Projection Scale
                     G; and (2) an interest rate of 3 1/2% a year.

                     For  Annuity  Options  5  through  7,  age  and sex are not
                     considered. Annuity Payments for these options are computed
                     without reference to the Annuity Tables.

ANNUITY PAYMENTS
                     The Annuity Option is shown on page 3. The Owner may choose
                     any form of Annuity  Option that is allowed by the Company.
                     The Owner may choose an Annuity Option by written  request.
                     This  request  must be  Received by the Company at least 30
                     days prior to the  Annuity  Payout  Date.  Several  Annuity
                     Options  are listed on pages 18 and 19. No  Annuity  Option
                     can be selected  that requires the Company to make periodic
                     payments  of less than  $100.00.  If no  Annuity  Option is
                     chosen prior to the Annuity  Payout Date,  the Company will
                     use Life with  10-Year  Fixed Period  Option.  Each Annuity
                     Option  allows  for  making  Annuity   Payments   annually,
                     semiannually, quarterly or monthly.

CHANGE OF ANNUITY
OPTION
                     Prior to the Annuity  Payout Date, the Owner may change the
                     Annuity Option chosen. The Owner must request the change in
                     writing.  This  request  must be Received by the Company at
                     least 30 days prior to the Annuity Payout Date.

FIXED ANNUITY
PAYMENTS
                     With respect to Fixed Annuity  Payments,  the amounts shown
                     on the Tables are the  guaranteed  minimum for each Annuity
                     Payment for Annuity Options 1 through 4.

VARIABLE ANNUITY
PAYMENTS
                     With  respect to  Variable  Annuity  Payments,  the amounts
                     shown on the Tables are the first Annuity Payment, based on
                     the assumed  interest rate of 3 1/2% for Annuity  Options 1
                     through 4. The  amount of each  Annuity  Payment  after the
                     first for these  options  is  computed  by means of Annuity
                     Units.

ANNUITY UNITS
                     The number of Annuity  Units is found by dividing the first
                     Annuity  Payment by the Annuity Unit Value for the selected
                     Subaccount  on the  Annuity  Payout  Date.  The  number  of
                     Annuity  Units for the  Subaccount  then remains  constant,
                     unless an  Exchange  of  Annuity  Units is made.  After the
                     first Annuity Payment, the dollar amount of each subsequent
                     Annuity  Payment is equal to the  number of  Annuity  Units
                     times the Annuity Unit Value for the  Subaccount on the due
                     date of the Annuity Payment.

                                      -16-

<PAGE>

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

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

                     (a) is the Annuity Unit Value on the immediately  preceding
                         Valuation Date;
                     (b) is the Net Investment Factor for the day;
                     (c) is a factor used to adjust for an assumed interest rate
                         of 3 1/2%  per  year  used  to  determine  the  Annuity
                         Payment amounts. The assumed interest rate is reflected
                         in the Annuity Tables.

NET INVESTMENT
FACTOR
                     The Net Investment  Factor for any Subaccount at the end of
                     any  Valuation  Period is found by dividing  (1) by (2) and
                     subtracting (3) from the result, where:

                     1.  is equal to:

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

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

                         c. a per share charge or credit for any taxes  reserved
                            for,  which the Company  deems to have resulted from
                            the operation of the Subaccount.

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

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

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

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

                                      -17-

<PAGE>

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

ANNUITY OPTIONS

OPTION 1
                     LIFE OPTION:  This option provides payments for the life of
                     the Annuitant.  Table A shows some of the guaranteed  rates
                     for this option.

OPTION 2
                     LIFE  WITH  FIXED  PERIOD  OPTION:   This  option  provides
                     payments for the life of the  Annuitant.  A fixed period of
                     5, 10, 15 or 20 years may be chosen.  Payments will be made
                     to the end of this period even if the Annuitant  dies prior
                     to the end of the  period.  If the  Annuitant  dies  before
                     receiving  all the payments  during the fixed  period,  the
                     remaining   payments   will  be  made  to  the   Designated
                     Beneficiary. Table A shows some of the guaranteed rates for
                     this option.

OPTION 3
                     LIFE WITH  INSTALLMENT OR UNIT REFUND  OPTION:  This option
                     provides  payments  for the life of the  Annuitant,  with a
                     period  certain  determined by dividing the Annuity  Payout
                     Amount by the amount of the first  payment.  A fixed number
                     of payments will be made even if the Annuitant dies. If the
                     Annuitant  dies  before   receiving  the  fixed  number  of
                     payments,  any  remaining  payments  will  be  made  to the
                     Designated   Beneficiary.   Table  A  shows   some  of  the
                     guaranteed rates for this option.

OPTION 4
                     JOINT  AND  LAST  SURVIVOR  OPTION:  This  option  provides
                     payments for the life of the Annuitant and Joint Annuitant.
                     Payments will be made as long as either is living.  Table B
                     shows some of the guaranteed rates for this option.

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

OPTION 6
                     FIXED PAYMENT OPTION:  This option provides a fixed payment
                     amount.  This  amount  is paid  until the  amount  applied,
                     including  daily  interest  adjustments,  is  paid.  If the
                     Contract  Value  is held in the  Fixed  Account,  then  the
                     number of  payments  will vary as a result of the  interest
                     rate  (as  adjusted  periodically)  credited  on the  Fixed
                     Account.  This  rate is  guaranteed  to be no less than the
                     Guaranteed  Rate shown on page 3. If the Contract  Value is
                     held in the Separate  Account,  then the number of payments
                     will vary as a result of the investment  performance of the
                     Subaccounts  chosen.  If  all  the  Annuitants  die  before
                     receiving all the payments,  any remaining payments will be
                     made to the Designated Beneficiary.

                                      -18-

<PAGE>

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

ANNUITY OPTIONS (cont'd)

                     OPTION 7 AGE RECALCULATION OPTION: This option provides for
                     payments based upon the Annuitant's life expectancy, or the
                     joint life expectancies of the Annuitant and a beneficiary,
                     at  the  Annuitant's  attained  age  (and  the  Annuitant's
                     beneficiary's attained or adjusted age, if applicable) each
                     year.  The  payments are computed by reference to actuarial
                     tables prescribed by the Treasury  Secretary.  Payments are
                     made until the amount applied is exhausted. If the Contract
                     Value is held in the  Fixed  Account,  then the  number  of
                     payments  will  vary as a result of the  interest  rate (as
                     adjusted  periodically) credited on the Fixed Account. This
                     rate is guaranteed to be not less than the Guaranteed  Rate
                     shown  on  page  3. If the  Contract  Value  is held in the
                     Separate Account,  then the number of payments will vary as
                     a result of the investment  performance of the  Subaccounts
                     chosen.  If all the  Annuitants  die before  receiving  the
                     remaining  payments,  such  payments  will  be  made to the
                     Designated Beneficiary.

                                      -19-

<PAGE>

                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                    Table A
                           Guaranteed Minimum Amount
                             of Monthly Payment for
                              each $1,000 applied
                              SINGLE LIFE ANNUITY
- --------------------------------------------------------------------------------
 AGE OF                         MONTHLY PAYMENTS CERTAIN             INSTALLMENT
 PAYEE         0          60          120         180         240      REFUND
- --------------------------------------------------------------------------------
 MALE
   55        4.45        4.44        4.41        4.37        4.30        4.31
   56        4.52        4.51        4.48        4.43        4.36        4.37
   57        4.60        4.59        4.56        4.50        4.42        4.44
   58        4.68        4.67        4.64        4.57        4.47        4.51
   59        4.77        4.76        4.72        4.65        4.53        4.58

   60        4.87        4.85        4.81        4.72        4.60        4.65
   61        4.97        4.95        4.90        4.80        4.66        4.73
   62        5.07        5.05        5.00        4.89        4.72        4.82
   63        5.19        5.17        5.10        4.97        4.79        4.90
   64        5.31        5.29        5.20        5.06        4.85        5.00

   65        5.44        5.41        5.32        5.15        4.92        5.09
   66        5.58        5.55        5.44        5.24        4.98        5.20
   67        5.73        5.69        5.56        5.34        5.05        5.30
   68        5.89        5.84        5.69        5.44        5.11        5.41
   69        6.06        6.00        5.82        5.54        5.17        5.53

   70        6.24        6.17        5.97        5.64        5.23        5.66

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

   60        4.44        4.44        4.42        4.38        4.33        4.34
   61        4.52        4.51        4.49        4.45        4.39        4.40
   62        4.60        4.59        4.57        4.52        4.45        4.47
   63        4.69        4.68        4.65        4.60        4.52        4.55
   64        4.78        4.77        4.74        4.68        4.58        4.63

   65        4.88        4.87        4.84        4.76        4.65        4.71
   66        4.99        4.98        4.93        4.85        4.72        4.80
   67        5.10        5.09        5.04        4.94        4.79        4.89
   68        5.23        5.21        5.15        5.04        4.86        4.99
   69        5.36        5.34        5.27        5.14        4.94        5.09

   70        5.50        5.48        5.39        5.24        5.01        5.20

RATES NOT SHOWN WILL BE PROVIDED  ON REQUEST.  THE  GUARANTEED  MINIMUM  MONTHLY
PAYMENTS SHOWN APPLY TO THE INITIAL PAYMENT FOR VARIABLE ANNUITY PAYMENTS AND TO
EACH PAYMENT FOR FIXED ANNUITY PAYMENTS.

- --------------------------------------------------------------------------------
  JOINT & LAST                  |
SURVIVOR ANNUITY                |
TABLE B - MONTHLY     FEMALE    |                   MALE AGE
  INSTALLEMNTS         AGE      |      55      60      62      65      70
- --------------------------------|-----------------------------------------------
Until last Death        55      |     3.85    3.93    3.95    3.99    4.03
of Two Payees           60      |     3.98    4.10    4.15    4.21    4.29
per $1,000 of           62      |     4.03    4.18    4.23    4.30    4.40
benefit amount          65      |     4.11    4.28    4.35    4.45    4.59
                        70      |     4.21    4.45    4.54    4.69    4.92

ANNUAL, SEMIANNUAL, OR QUARTERLY PAYMENTS CAN BE DETERMINED FROM TABLE A OR B BY
MULTIPLYING  THE  MONTHLY  PAYMENTS  BY  11.812854,  5.9572233,  AND  2.9914201,
RESPECTIVELY.

                                      -20-

<PAGE>

                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

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

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

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

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


                                   [SBG LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                     P.O. Box 750440, Topeka, KS 66675-0440
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461
                      1-800-469-6587 FOR CUSTOMER SERVICE

<PAGE>

              FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

THE COMPANY'S PROMISE

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

LEGAL CONTRACT

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

FREE LOOK PERIOD-RIGHT TO CANCEL

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

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


           ROGER K. VIOLA                  HOWARD R. FRICKE
             Secretary                        President



                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

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

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

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

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

                                   [SBG LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                     P.O. Box 750440, Topeka, KS 66675-0440
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461
                      1-800-469-6587 FOR CUSTOMER SERVICE

<PAGE>

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                      PAGE
CONTRACT SPECIFICATIONS ...............................................  3
DEFINITIONS ...........................................................  4-6
GENERAL PROVISIONS ....................................................  7, 8
   THE CONTRACT .......................................................  7
   COMPLIANCE .........................................................  7
   MISSTATEMENT OF AGE  ...............................................  7
   EVIDENCE OF SURVIVAL ...............................................  7
   INCONTESTABILITY ...................................................  7
   ASSIGNMENT .........................................................  7
   EXCHANGES ..........................................................  8
   CLAIMS OF CREDITORS ................................................  8
   NONFORFEITURE VALUES ...............................................  8
   PARTICIPATION ......................................................  8
   STATEMENTS .........................................................  8
OWNERSHIP, ANNUITANT AND
BENEFICIARY PROVISIONS ................................................  9
   OWNERSHIP ..........................................................  9
   JOINT OWNERSHIP ....................................................  9
   ANNUITANT ..........................................................  9
   PRIMARY AND SECONDARY BENEFICIARIES ................................  9
   OWNERSHIP AND BENEFICIARY CHANGES ..................................  9
PURCHASE PAYMENT PROVISIONS ........................................... 10
   FLEXIBLE PURCHASE PAYMENTS ......................................... 10
   PURCHASE PAYMENT LIMITATIONS ....................................... 10
   PURCHASE PAYMENT ALLOCATION ........................................ 10
   PLACE OF PAYMENT ................................................... 10
CONTRACT VALUE AND EXPENSE PROVISIONS ................................. 10-12
   CONTRACT VALUE ..................................................... 10
   FIXED ACCOUNT CONTRACT VALUE ....................................... 10
   FIXED ACCOUNT INTEREST CREDITING ................................... 11
   SEPARATE ACCOUNT CONTRACT VALUE .................................... 11
   ACCUMULATION UNIT VALUE ............................................ 11
   DETERMINING ACCUMULATION UNITS ..................................... 11
   MORTALITY AND EXPENSE RISK CHARGE .................................. 12
   PREMIUM TAX EXPENSE ................................................ 12
   MUTUAL FUND EXPENSES ............................................... 12
WITHDRAWAL PROVISIONS ................................................. 12, 13
   WITHDRAWALS ........................................................ 12
   WITHDRAWAL VALUE ................................................... 13
   SYSTEMATIC WITHDRAWALS ............................................. 13
   DATE OF REQUEST .................................................... 13
   PAYMENT OF WITHDRAWAL BENEFITS ..................................... 13
DEATH BENEFIT PROVISIONS .............................................. 14, 15
   DEATH BENEFIT ...................................................... 14
   PROOF OF DEATH ..................................................... 14
   DISTRIBUTION RULES ................................................. 14, 15
ANNUITY PAYMENT PROVISIONS ............................................ 15-19
   ANNUITY PAYOUT DATE ................................................ 15
   CHANGE OF ANNUITY PAYOUT DATE ...................................... 15
   ANNUITY PAYOUT AMOUNT .............................................. 15
   ANNUITY TABLES ..................................................... 16
   ANNUITY PAYMENTS ................................................... 16
   CHANGE OF ANNUITY OPTION ........................................... 16
   FIXED ANNUITY PAYMENTS ............................................. 16
   VARIABLE ANNUITY PAYMENTS .......................................... 16
   ANNUITY UNITS ...................................................... 16, 17
   NET INVESTMENT FACTOR .............................................. 17
   ALTERNATE ANNUITY OPTION RATES ..................................... 17
   ANNUITY OPTIONS .................................................... 18, 19
ANNUITY TABLES ........................................................ 20
AMENDMENTS OR ENDORSEMENTS, IF ANY

                                       -2-

<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS (CONTINUED)
- --------------------------------------------------------------------------------

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

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

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

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

                     1. change  or  add   designated   mutual   funds  or  other
                        investment vehicles;
                     2. add, remove or combine Subaccounts;
                     3. add,  delete or make  substitutions  for securities that
                        are held or  purchased  by the  Separate  Account or any
                        Subaccount;
                     4. operate the Separate Account as a management  investment
                        company;
                     5. combine the assets of the  Separate  Account  with other
                        Separate   Accounts  of  the  Company  or  an  affiliate
                        thereof;
                     6. restrict  or  eliminate  any voting  rights of the Owner
                        with  respect to the Separate  Account or other  persons
                        who have voting rights as to the Separate Account; and
                     7. terminate and liquidate any Subaccount.

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

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

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

                                      -6-

<PAGE>

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

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

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

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

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

EVIDENCE OF SURVIVAL
                     When any payments  under this Contract  depend on the payee
                     being alive on a given date, proof that the payee is living
                     may be  required  by the  Company.  Such proof must be in a
                     form accepted by the Company,  and may be required prior to
                     making the payments.

INCONTESTABILITY
                     This  Contract  will not be contested  after it has been in
                     force for two years from the Issue Date  during the life of
                     the Owner.

ASSIGNMENT
                     Please  refer  to  page 3 to see if  this  Contract  may be
                     assigned.  If it may be assigned,  no Assignment under this
                     Contract  is  binding  unless  Received  by the  Company in
                     writing.  The  Company  assumes no  responsibility  for the
                     validity,  legality,  or tax status of any Assignment.  The
                     Assignment  will be  subject to any  payment  made or other
                     action  taken  by the  Company  before  the  Assignment  is
                     Received  by the  Company.  Once  filed,  the rights of the
                     Owner,   Annuitant  and  Beneficiary  are  subject  to  the
                     Assignment.  Any claim is subject to proof of  interest  of
                     the assignee.

                                      -7-

<PAGE>

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

ANNUITY TABLES
                     The Annuity  Tables show the  guaranteed  minimum amount of
                     monthly  Annuity  Payment that applies to the first payment
                     for Variable Annuity Payments and to each payment for Fixed
                     Annuity  Payments for each $1,000 of Annuity  Payout Amount
                     for each of Annuity Options 1 through 4. The amount of each
                     Annuity Payment for Annuity Options 1 through 4 will depend
                     on the  Annuitant's  age on the Annuity  Payout  Date.  The
                     Annuity  Tables state values for the exact ages shown.  The
                     values will be interpolated  based on the Annuitant's exact
                     age on the Annuity Payout Date. On request the Company will
                     furnish  the amount of monthly  Annuity  Payment per $1,000
                     applied for any ages not shown.

                     The Company bases the Tables for Annuity  Options 1 through
                     4 on: (1) the 1983 Table "A" Mortality  Table projected for
                     mortality  improvement for 45 years using  Projection Scale
                     G; and (2) an interest rate of 3 1/2% a year.

                     For  Annuity  Options 5 through 7, age is  not  considered.
                     Annuity  Payments for these  options are  computed  without
                     reference to the Annuity Tables.

ANNUITY PAYMENTS
                     The Annuity Option is shown on page 3. The Owner may choose
                     any form of Annuity  Option that is allowed by the Company.
                     The Owner may choose an Annuity Option by written  request.
                     This  request  must be  Received by the Company at least 30
                     days prior to the  Annuity  Payout  Date.  Several  Annuity
                     Options  are listed on pages 18 and 19. No  Annuity  Option
                     can be selected  that requires the Company to make periodic
                     payments  of less than  $100.00.  If no  Annuity  Option is
                     chosen prior to the Annuity  Payout Date,  the Company will
                     use Life with  10-Year  Fixed Period  Option.  Each Annuity
                     Option  allows  for  making  Annuity   Payments   annually,
                     semiannually, quarterly or monthly.

CHANGE OF ANNUITY
OPTION
                     Prior to the Annuity  Payout Date, the Owner may change the
                     Annuity Option chosen. The Owner must request the change in
                     writing.  This  request  must be Received by the Company at
                     least 30 days prior to the Annuity Payout Date.

FIXED ANNUITY
PAYMENTS
                     With respect to Fixed Annuity  Payments,  the amounts shown
                     on the Tables are the  guaranteed  minimum for each Annuity
                     Payment for Annuity Options 1 through 4.

VARIABLE ANNUITY
PAYMENTS
                     With  respect to  Variable  Annuity  Payments,  the amounts
                     shown on the Tables are the first Annuity Payment, based on
                     the assumed  interest rate of 3 1/2% for Annuity  Options 1
                     through 4. The  amount of each  Annuity  Payment  after the
                     first for these  options  is  computed  by means of Annuity
                     Units.

ANNUITY UNITS
                     The number of Annuity  Units is found by dividing the first
                     Annuity  Payment by the Annuity Unit Value for the selected
                     Subaccount  on the  Annuity  Payout  Date.  The  number  of
                     Annuity  Units for the  Subaccount  then remains  constant,
                     unless an  Exchange  of  Annuity  Units is made.  After the
                     first Annuity Payment, the dollar amount of each subsequent
                     Annuity  Payment is equal to the  number of  Annuity  Units
                     times the Annuity Unit Value for the  Subaccount on the due
                     date of the Annuity Payment.

                                      -16-

<PAGE>

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

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

                     (a) is the Annuity Unit Value on the immediately  preceding
                         Valuation Date;
                     (b) is the Net Investment Factor for the day;
                     (c) is a factor used to adjust for an assumed interest rate
                         of 3 1/2%  per  year  used  to  determine  the  Annuity
                         Payment amounts. The assumed interest rate is reflected
                         in the Annuity Tables.

NET INVESTMENT
FACTOR
                     The Net Investment  Factor for any Subaccount at the end of
                     any  Valuation  Period is found by dividing  (1) by (2) and
                     subtracting (3) from the result, where:

                     1.  is equal to:

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

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

                         c. a per share charge or credit for any taxes  reserved
                            for,  which the Company  deems to have resulted from
                            the operation of the Subaccount.

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

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

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

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

                                      -17-

<PAGE>

                                 ANNUITY TABLES
- --------------------------------------------------------------------------------
                                    Table A
                           Guaranteed Minimum Amount
                             of Monthly Payment for
                              each $1,000 applied
                              SINGLE LIFE ANNUITY
- --------------------------------------------------------------------------------
 AGE OF                         MONTHLY PAYMENTS CERTAIN             INSTALLMENT
 PAYEE         0          60          120         180         240      REFUND
- --------------------------------------------------------------------------------
 UNISEX
   55        4.11        4.11        4.10        4.08        4.05        4.05
   56        4.17        4.17        4.16        4.14        4.10        4.10
   57        4.23        4.23        4.22        4.19        4.15        4.15
   58        4.30        4.29        4.28        4.25        4.21        4.21
   59        4.37        4.36        4.35        4.32        4.27        4.27

   60        4.44        4.44        4.42        4.38        4.33        4.34
   61        4.52        4.51        4.49        4.45        4.39        4.40
   62        4.60        4.59        4.57        4.52        4.45        4.47
   63        4.69        4.68        4.65        4.60        4.52        4.55
   64        4.78        4.77        4.74        4.68        4.58        4.63

   65        4.88        4.87        4.84        4.76        4.65        4.71
   66        4.99        4.98        4.93        4.85        4.72        4.80
   67        5.10        5.09        5.04        4.94        4.79        4.89
   68        5.23        5.21        5.15        5.04        4.86        4.99
   69        5.36        5.34        5.27        5.14        4.94        5.09

   70        5.50        5.48        5.39        5.24        5.01        5.20

RATES NOT SHOWN WILL BE PROVIDED  ON REQUEST.  THE  GUARANTEED  MINIMUM  MONTHLY
PAYMENTS SHOWN APPLY TO THE INITIAL PAYMENT FOR VARIABLE ANNUITY PAYMENTS AND TO
EACH PAYMENT FOR FIXED ANNUITY PAYMENTS.

- --------------------------------------------------------------------------------
  JOINT & LAST                  |
SURVIVOR ANNUITY                |
TABLE B - MONTHLY               |                     AGE
  INSTALLEMNTS         AGE      |      55      60      62      65      70
- --------------------------------|-----------------------------------------------
Until last Death        55      |     3.77    3.87    3.90    3.95    4.00
of Two Payees           60      |     3.87    4.01    4.06    4.13    4.24
per $1,000 of           62      |     3.90    4.06    4.12    4.21    4.34
benefit amount          65      |     3.95    4.13    4.21    4.32    4.49
                        70      |     4.00    4.24    4.34    4.49    4.75

ANNUAL, SEMIANNUAL, OR QUARTERLY PAYMENTS CAN BE DETERMINED FROM TABLE A OR B BY
MULTIPLYING  THE  MONTHLY  PAYMENTS  BY  11.812854,  5.9572233,  AND  2.9914201,
RESPECTIVELY.

                                      -20-

<PAGE>

                                  ENDORSEMENT

- --------------------------------------------------------------------------------
TAX-SHELTERED ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
TAX-SHELTERED
ANNUITY ENDORSEMENT
                     This Contract is  established  as a  Tax-Sheltered  Annuity
                     ("TSA") under Section  403(b) of the Internal  Revenue Code
                     of  1986,   as  amended  (the  "Code")  or  any   successor
                     provision,   pursuant  to  the   Owner's   request  in  the
                     Application.  Accordingly,  this endorsement is attached to
                     and made part of the  Contract  as of its Issue Date or, if
                     later, the date shown below.

RESTRICTIONS ON
TAX-SHELTERED
ANNUITY
                     To ensure treatment as a TSA, this Contract will be subject
                     to the  requirements  of Code  Section  403(b),  which  are
                     briefly summarized below:

                     a) The Contract  may not be  transferred,  sold,  assigned,
                        discounted,  or pledged as  collateral  for a loan or as
                        security for the performance of an obligation or for any
                        other purpose to any person other than as a surrender to
                        the Company.

                     b) Distributions  must be in  accordance  with the  minimum
                        distribution  and  incidental  death  benefit  rules  of
                        Section 403(b)(10) of the Code.

                     c) Distributions   attributable   to   Contributions   made
                        pursuant  to a salary  reduction  agreement  or earnings
                        credited after December 31, 1988, may not be distributed
                        unless the Owner has satisfied one of the following:

                     (i)   attained age 59 1/2;
                     (ii)  separated from Service;
                     (iii) died;
                     (iv)  become  Disabled  (as  per  Section  72(m)(7)  of the
                           Code);
                     (v)   incurred a Hardship (as per Section 403(b)(11) of the
                           Code); or
                     (vi)  such  other  conditions  as may be  prescribed  under
                           Section 403(b) of the Code.

                     The Company  reserves the right to require written proof of
                     the  events in items (i)  through  (vi).  The proof must be
                     satisfactory  to the Company  before  Distribution  will be
                     made.

                     d) If a  Distribution  is made  because of Hardship it will
                        not include income on Contributions  made under a salary
                        reduction agreement.

                     e) The  annual  limit for  elective  deferrals  under  this
                        Contract   cannot   exceed   the   limits   in   Section
                        403(b)(1)(E) of the Code.

                     f) The   Owner's    rights    under   the    contract   are
                        nonforfeitable,   except  for   failure  to  pay  future
                        premiums.

                     g) If the contract is purchased  under a "Plan"  within the
                        meaning  of Section  403(b) of the Code,  the Plan meets
                        the nondiscrimination requirements of Section 403(b)(12)
                        of the Code.

<PAGE>

- --------------------------------------------------------------------------------
TAX-SHELTERED ANNUITY PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

TRANSFERS
                     At the election of the Owner, distributions that qualify as
                     "eligible  rollover  distributions" may be made in the form
                     of a direct trustee-to-trustee  transfer in accordance with
                     Section 401(a)(31) of the Code.

TAX CONSEQUENCES
                     The Company will not incur any liability or be  responsible
                     for: the timing,  purpose or propriety of any  contribution
                     or  distribution;  any tax or penalty imposed on account of
                     any  such  contribution  or  distribution;   or  any  other
                     failure,  in whole or in part,  by the  Owner or his or her
                     employer  to comply  with the  provisions  set forth in the
                     Code or any other law.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                      ROGER K. VIOLA
                                                         Secretary


___________________________________________
         Endorsement Effective Date
         (If Other Than Issue Date)

<PAGE>

                                  ENDORSEMENT

- --------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

INDIVIDUAL RETIREMENT
ANNUITY ENDORSEMENT
                     This Contract is  established  as an Individual  Retirement
                     Annuity  ("IRA")  as  defined  in  Section  408(b)  of  the
                     Internal  Revenue Code of 1986,  as amended (the "Code") or
                     any successor  provision pursuant to the Owner's request in
                     the Application.  Accordingly, this endorsement is attached
                     to and made part of the  Contract  as of its Issue Date or,
                     if later, the date shown below.

RESTRICTIONS ON
INDIVIDUAL RETIREMENT
ANNUITY
                     To  ensure  treatment  as an  IRA,  this  Contract  will be
                     subject to the  requirements of Code Section 408(b),  which
                     are briefly summarized below:

                     a)  The Owner must be the Annuitant.

                     b)  The  Owner  may not name a new  Owner  or a  Contingent
                         Owner to this Contract.

                     c)  Distributions   must   begin  no  later  than  April  1
                         following  the  calendar  year in which  the  Annuitant
                         attains  age 70 1/2 (the  "required  beginning  date").
                         Prior to the required  beginning  date, the Owner shall
                         elect, in a manner  acceptable to the Company,  to have
                         the balance in the Contract distributed in:

                         1)  A single lump sum payment;

                         2)  Equal or substantially equal monthly, quarterly, or
                             annual  payments over the life of the Owner or over
                             the joint and last survivor  lives of the Owner and
                             his or her Designated Beneficiary; or

                         3)  Equal or substantially equal annual payments over a
                             specified  period  that may not be longer  than the
                             Owner's  life  expectancy  or the  joint  and  last
                             survivor  life  expectancy  of the Owner and his or
                             her Designated Beneficiary.

                     d)  An  Annuity  Option  may  not be  elected  with a Fixed
                         Period that will guarantee  Annuity Payments beyond the
                         life  expectancy of the Annuitant and  Beneficiary  and
                         Annuity  Payments must be made at least annually and in
                         equal amounts.

                     e)  The Contract may not be  transferred,  sold,  assigned,
                         discounted,  or pledged as collateral  for a loan or as
                         security for the  performance  of an  obligation or for
                         any  other  purpose  to  any  person  other  than  as a
                         surrender to the Company.

                     f)  Contributions  are not fixed and other  than  qualified
                         rollover  contributions,  are  limited  to  the  amount
                         allowed  in Section  408(b) of the Code.  The Owner has
                         the sole  responsibility  for  determining  whether the
                         Contribution is in accordance  with applicable  federal
                         tax requirements.  Any refund of contributions  will be
                         applied before the close of the calendar year following
                         the year of the  refund  toward  the  payment of future
                         premiums or the purchase of additional benefits.

<PAGE>

- --------------------------------------------------------------------------------
INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

RESTRICTIONS ON
INDIVIDUAL RETIREMENT
ANNUITY (Continued)
                     g)  Distribution  under this provision of the Contract must
                         satisfy  the  minimum  distribution  rules  of  Section
                         408(b)(3) of the Code, including the minimum incidental
                         death  benefit   requirement  of  Treasury   Regulation
                         1.408-8.  The  Owner  or  Designated  Beneficiary,   as
                         applicable,  has the  sole  responsibility  to  elect a
                         distribution that will satisfy these rules.

                     Annuity Payments may not begin before the Annuitant attains
                     the age of 59 1/2 without incurring a penalty tax except in
                     the  situations  described in Section 72(t) of the Internal
                     Revenue Code.

                     Notwithstanding  any other provision of this Contract,  the
                     above  restrictions  will  apply  if  this  endorsement  is
                     applicable.

                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                       Secretary


___________________________________________
         Endorsement Effective Date
         (If Other Than Issue Date)

<PAGE>

                                  ENDORSEMENT

- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS
- --------------------------------------------------------------------------------

LOAN ENDORSEMENT
                     This  endorsement  is  attached  to and made a part of your
                     Contract as of its Issue Date or, if later,  the date shown
                     below.  Notwithstanding any other provision of the Contract
                     to the contrary, the following provisions shall apply.

GENERAL PROVISIONS
                     Prior to the Annuity Payout Date, the Company shall lend an
                     amount applied for to the Owner subject to the limitations,
                     interest rates,  and repayment  procedures set forth herein
                     and in  the  loan  agreement  between  the  Owner  and  the
                     Company.  Any loan  applied  for must be for a  minimum  of
                     $1,000.  Only two loans  shall be  permitted  per  Contract
                     Year.  All loans must be repaid as specified  herein before
                     the Annuity Payout Date. The Annuity Payout Date may not be
                     changed so that it would  occur  prior to the time that any
                     outstanding loan balance is scheduled to be repaid in full.
                     Except for loans that  qualify  under the Code for a longer
                     repayment period,  as determined by the Company,  all loans
                     must be repaid  within  five  years of  approval.  All loan
                     repayments must be scheduled to be paid in equal amounts on
                     the  same  day  of  each  month  or  quarter.  For  monthly
                     repayments the first  scheduled  repayment may not be later
                     than  30  days  after  the  date of  approval  of the  loan
                     application  by the Company.  For quarterly  repayments the
                     first  scheduled  repayment  may not be later  than 90 days
                     after the date of approval of the loan  application  by the
                     Company.  Before a loan is permitted a written  application
                     and loan agreement on a form acceptable to the Company must
                     be Received by the Company.  The Company may postpone final
                     approval  or  disapproval  of a loan  for up to six  months
                     after the application for a loan is received.

TAX CONSEQUENCES
                     The Company  makes no  representations  or guarantees as to
                     the tax  consequences  of a loan to the  Owner.  The  Owner
                     should consult his or her tax counsel for specific advice.

MAXIMUM LOAN
AMOUNT
                     For Contracts  with Contract  Value of $20,000 or less, the
                     maximum loan that may be taken is the amount that  produces
                     a loan  balance  immediately  after  the  loan  that is the
                     lesser  of  $10,000  or  75%  of the  Contract  Value.  For
                     Contracts with Contract Value over $20,000 the maximum loan
                     that  may be  taken  is the  amount  that  produces  a loan
                     balance  immediately  after the loan that is the lesser of:
                     (1)  $50,000  reduced  by the  excess  of (a)  the  highest
                     outstanding  loan  balance  during the  preceding  12 month
                     period  ending on the day  before the date the loan is made
                     over (b) the outstanding  loan balance on the date the loan
                     is made; or (2) 50% of the Contract Value. The aggregate of
                     all loans may not exceed the limitations set forth above.

LOAN ACCOUNT, AND
INTEREST EARNED ON
LOAN ACCOUNT
                     When your  loan is  approved,  the  Company  will  transfer
                     Contract  Value  from the  Subaccounts  or  allocate  Fixed
                     Account  Contract  Value  to an  account  called  the  Loan
                     Account  in an amount  equal to the loan  amount.  Any such
                     transfer shall be allocated  proportionately to the Owner's
                     Contract  Value in the  Subaccounts  and the Fixed Account,
                     unless otherwise directed by the Owner. The Loan Account is
                     part of the Fixed Account and amounts allocated to the Loan
                     Account earn the Minimum Guaranteed Interest Rate specified
                     in the Contract.

LOAN INTEREST RATE
                     The  Owner  must  pay  interest  on  the  outstanding  loan
                     balance. Interest shall accrue on the loan balance from the
                     effective date of any loan. The loan interest rate shall be
                     the Minimum Guaranteed Interest Rate plus 1.55%.

<PAGE>

- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS (CONTINUED)
- --------------------------------------------------------------------------------

LOAN PAYMENTS
                     Each loan payment  must be labeled as such.  If not labeled
                     as a loan  payment,  amounts  received by the Company  will
                     treated as Purchase Payments. Loan payments will be applied
                     first to accrued  interest and then to the principal amount
                     of the  outstanding  loan  balance.  Upon receipt of a loan
                     payment,  we will  transfer  Contract  Value  from the Loan
                     Account  to  the  Fixed  Account  and/or  the   Subaccounts
                     according to the Owner's  current  allocation  instructions
                     with respect to Purchase  Payments.  The amount of Contract
                     Value  transferred  from the Loan Account shall be equal to
                     the amount by which the  payment  reduces  the  outstanding
                     principal loan balance, plus the amount of accrued interest
                     credited  on the Loan  Account  at the  Minimum  Guaranteed
                     Interest  Rate as of the date of the payment.  The loan may
                     be  repaid in full at any time,  in which  event,  the Loan
                     Account shall be reduced to $0.

FAILURE TO MAKE
PAYMENTS
                     If a loan  payment is not made when due,  the loan  payment
                     may be treated as a taxable distribution and may be subject
                     to a tax penalty for early withdrawal. If a loan payment is
                     not made as specified and scheduled  herein and in the loan
                     agreement,   the  Company  shall  withdraw  the  amount  of
                     Contract  Value  necessary to make the  payment,  including
                     interest  accrued  thereon.  The amount  withdrawn  will be
                     treated as a loan  payment  as  described  above.  Any such
                     withdrawal  shall  be  allocated   proportionately  to  the
                     Owner's  Contract  Value in the  Subaccounts  and the Fixed
                     Account.  Withdrawals  from Fixed Account Contract Value to
                     make a loan  payment  will be made in the order  prescribed
                     under "Withdrawal Provisions" in the Contract. In the event
                     that the amount of a loan  repayment  equals or exceeds the
                     Owner's  Contract Value less the amount in the Loan Account
                     at any  time,  the  full  amount  of the  outstanding  loan
                     balance,  including accrued interest,  shall become due and
                     payable on the next scheduled repayment date.

WITHDRAWAL VALUE,
ANNUITY PAYOUT
AMOUNT, AND
DEATH BENEFIT
                     Before calculating the Withdrawal Value, the Annuity Payout
                     Amount or the Death Benefit under the Contract, the Company
                     shall withdraw that amount of Contract  Value  necessary to
                     reduce the outstanding loan balance to $0. As a result, the
                     Contract  Value  shall  be  reduced  by the  amount  of the
                     withdrawal.   The  Contract  Value   remaining   after  the
                     withdrawal shall be used to calculate the Withdrawal Value,
                     Annuity  Payout Amount or Death Benefit as set forth in the
                     Contract.


                                         SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                     ROGER K. VIOLA
                                                       Secretary


___________________________________________
         Endorsement Effective Date
         (If Other Than Issue Date)

<PAGE>

                      A BRIEF DESCRIPTION OF THIS CONTRACT

This is a FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT.

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

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

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

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

                                   [SBG LOGO]
                    SECURITY BENEFIT LIFE INSURANCE COMPANY
              A Member of The Security Benefit Group of Companies
                     P.O. Box 750440, Topeka, KS 66675-0440
                 700 SW Harrison Street, Topeka, KS 66636-0001
                                 1-800-888-2461
                      1-800-469-6587 FOR CUSTOMER SERVICE





<PAGE>


Variable Annuity Application

APPLICATION TO SECURITY BENEFIT LIFE INSURANCE COMPANY FOR
AN INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

Complete this application and mail to:
T. Rowe Price Variable Annuity Service Center
P.O. Box 750440, 700 SW Harrison Street
Topeka, KS 66675-0440

For help with this application, or for more information,
call us at 1-800-469-6587.

1  OWNER INFORMATION
                                             [ ] Male
___________________________________________  [ ] Female
Name

_________________________________________________________
Street Address or P.O. Box

_________________________________________________________
City, State, ZIP Code

_________________________________________________________
Daytime Phone

_________________________________________________________
Evening Phone

_________________________________________________________
Date of Birth (Mo/Day/Yr)

_________________________________________________________
Social Security Number/Tax ID Number

2  JOINT OWNER INFORMATION
                                             [ ] Male
___________________________________________  [ ] Female
Name

_________________________________________________________
Street Address or P.O. Box

_________________________________________________________
City, State, ZIP Code

_________________________________________________________
Daytime Phone

_________________________________________________________
Evening Phone

_________________________________________________________
Date of Birth (Mo/Day/Yr)

_________________________________________________________
Social Security Number/Tax ID Number

_________________________________________________________
Relationship to Owner

3  ANNUITANT INFORMATION

[ ] Same as Owner
                                             [ ] Male
___________________________________________  [ ] Female
Name

_________________________________________________________
Street Address or P.O. Box

_________________________________________________________
City, State, ZIP Code

_________________________________________________________
Date of Birth (Mo/Day/Yr)

_________________________________________________________
Social Security Number/Tax ID Number

4  BENEFICIARIES

PRIMARY BENEFICIARIES

_________________________________________________________
Name

_________________________________________________________
Relationship to Owner

_________________________________________________________
Name

_________________________________________________________
Relationship to Owner

SECONDARY BENEFICIARIES

_________________________________________________________
Name

_________________________________________________________
Relationship to Owner

_________________________________________________________
Name


_________________________________________________________
Relationship to Owner

                                             over, please

<PAGE>

5  ALLOCATION OF PURCHASE PAYMENTS

Allocation  of  purchase  payments  - USE  WHOLE  PERCENTAGES  NO LESS  THAN 5%.
ALLOCATIONS MUST TOTAL 100%.

[ ] [ ] [ ]%  NEW AMERICA GROWTH PORTFOLIO
[ ] [ ] [ ]%  INTERNATIONAL STOCK PORTFOLIO
[ ] [ ] [ ]%  MID-CAP GROWTH PORTFOLIO
[ ] [ ] [ ]%  EQUITY INCOME PORTFOLIO
[ ] [ ] [ ]%  PERSONAL STRATEGY BALANCED PORTFOLIO
[ ] [ ] [ ]%  LIMITED-TERM BOND PORTFOLIO
[ ] [ ] [ ]%  PRIME RESERVE PORTFOLIO
[ ] [ ] [ ]%  FIXED INTEREST ACCOUNT*
- ------------
[1] [0] [0]%  TOTAL

*Exchanges and withdrawals are subject to certain limitations.

6  METHOD OF PURCHASE

A.  [ ] BY CHECK
    Made payable to Security Benefit Life Insurance Company.
    Amount
    $[ ],[ ][ ][ ],[ ][ ][ ].[ ][ ]

B.  [ ] BY EXCHANGE
    From T. Rowe Price mutual fund account.
    Amount
    $[ ],[ ][ ][ ],[ ][ ][ ].[ ][ ]

Name of Fund
[                                                            ]

Account Number
[ ][ ][ ][ ][ ][ ][ ][ ][ ]-[ ]

If you are establishing  your account by exchange and your mutual fund ownership
registration  is not exactly  the same as in  Sections 1 and 2, please  obtain a
signature  guarantee so that we may complete the  transaction for you. Sign this
form in the presence of an officer of a  commercial  bank (FDIC  member),  trust
company,  a member firm of the domestic  stock  exchange,  or any other eligible
guarantor  institution  as defined by the  Securities  Exchange Act of 1934.  We
cannot  accept   guarantees  from  notaries  or  others  who  will  not  provide
reimbursement in case of fraud.

____________________________________________________________
Signature Guaranteed by:

____________________________________________________________
Name of Guaranteeing Institution

____________________________________________________________
Signature of Authorized Officer                     Date

C.  [ ] BY REPLACEMENT

    Will the annuity  applied for here  replace or change any life  insurance or
    annuity?

    [ ] YES     [ ] NO

    If yes, please provide the information below and complete the Exchange Form:

____________________________________________________________
Company Name

____________________________________________________________
Policy Number

7  INDIVIDUAL RETIREMENT ANNUITIES

[ ]  TRANSFER IRA     [ ] ROLLOVER IRA
[ ]  IRA CONTRIBUTORY - TAX YEAR ___________________________

8  SIGNATURES

All statements made in this application are true to the best of my knowledge and
belief.  I agree that this  application  shall be part of the  Variable  Annuity
Contract issued by Security  Benefit Life Insurance  Company.  I UNDERSTAND THAT
ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT MAY VARY AS TO DOLLAR AMOUNT TO
THE  EXTENT  THEY  ARE  BASED  ON THE  INVESTMENT  EXPERIENCE  OF  THE  SELECTED
SUBACCOUNTS.  I have  received and reviewed the  prospectuses  that describe the
Contract and the underlying mutual funds. I believe that this Contract will meet
my financial objectives.

TAX IDENTIFICATION NUMBER CERTIFICATION*
Under penalties of perjury I certify that:

a) the number shown on this form is my correct taxpayer  identification  number;
   and

b) I am not subject to backup withholding because:

   1) I am exempt from backup withholding; or

   2) I have not been notified by the Internal  Revenue  Service (IRS) that I am
      subject  to backup  withholding  as a result of a  failure  to report  all
      interest or dividends; or

   3) the IRS has notified me that I am no longer subject to backup withholding.

THE INTERNAL  REVENUE  SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF
THIS  DOCUMENT   OTHER  THAN  THE   CERTIFICATIONS   REQUIRED  TO  AVOID  BACKUP
WITHHOLDING.



____________________________________________________________
Owner's Signature                                     Date

____________________________________________________________
Location (City/State)

____________________________________________________________
Joint Owner's Signature                               Date

____________________________________________________________
Location (City/State)

*CERTIFICATION INSTRUCTIONS

You must strike out the language in Clause (b) above if the IRS has notified you
that you ARE  subject  to backup  withholding  and you have not  since  received
notice from the IRS that backup withholding has terminated.




<PAGE>


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                     SECURITY BENEFIT LIFE INSURANCE COMPANY

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

                                     FIRST.

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

                                     SECOND.

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

                                     THIRD.

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

                                     FOURTH.

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

                                     FIFTH.

The Board of Directors shall consist of ten persons.

                                     SIXTH.

The Company shall operate on the mutual plan and shall have no capital stock.


<PAGE>


                                    SEVENTH.

The  conditions  of  membership  in the  company  shall be fixed by the Board of
Directors.

                                     EIGHTH.

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

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

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

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

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

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

     IT  IS  HEREBY   CERTIFIED   that  the  foregoing   Restated   Articles  of
Incorporation only restate and integrate and do not further amend the provisions
of the  Corporation's  articles  of  incorporation  as  theretofore  amended  or
supplemented,  and that there is no discrepancy between those provisions and the
provisions of the restated articles.

     IT IS FURTHER  CERTIFIED that the Restated  Articles of Incorporation  were
duly set forth, proposed,  approved, and declared advisable by a resolution duly
adopted by the Board of Directors of the  Corporation at a regular  meeting held
on September  23/24,  1996, in accordance with the provisions of K.S.A.  17-6605
and amendments thereto, and the General Corporation Code of the State of Kansas,
and that these Restated Articles of Incorporation constitute all of the Articles
of Incorporation  of the Corporation and do hereby  supersede the  Corporation's
Articles of Incorporation originally filed as formerly supplemented or amended.


<PAGE>


     IN WITNESS WHEREOF, I have hereunto  subscribed my name at Topeka,  Kansas,
on this 31st day of October, 1996.

                                             HOWARD R. FRICKE
                                    --------------------------------------------
                                             Howard R. Fricke, President

ATTEST:

ROGER K. VIOLA
- -----------------------------------
Roger K. Viola, Secretary


STATE OF KANSAS    )
                   ) ss.
COUNTY OF SHAWNEE  )


     The  foregoing  instrument  was  acknowledged  before  me this  31st day of
October,  1996, by Howard R. Fricke and Roger K. Viola, president and secretary,
respectively,  of Security Benefit Life Insurance Company, a Kansas corporation,
on behalf of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and affixed my notarial
seal at Topeka, Kansas, on this 31st day of October, 1996.

                                             L. CHARMAINE LUCAS
                                    --------------------------------------------
                                             Notary Public

My Appointment Expires:  04/01/98


Approved for filing.

KATHLEEN SEBELIUS
- -----------------------------------
Kathleen Sebelius
Commissioner of Insurance

Date:     11-12-96
          -------------------------




<PAGE>


                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our  reports  dated  February  2,  1996,  with  respect to the
financial  statements  of  Security  Benefit  Life  Insurance  Company  and  the
financial  statements  of  T.  Rowe  Price  Variable  Annuity  included  in  the
Registration  Statement  on Form N-4 and the  related  Statement  of  Additional
Information accompanying the Prospectus of T. Rowe Price Variable Annuity.

                                                             Ernst & Young LLP

Kansas City, Missouri
December 19, 1996




<PAGE>

                                                         Item 24.b Exhibit (13)

                                  EQUITY INCOME
              AVERAGE ANNUAL TOTAL RETURN AS OF SEPTEMBER 30, 1996

1.0 Year (From Date of Inception 4/1/95)

        1000       (1+T) 1.            =         1,291.00
                  ((1+T) 1.)1.         =        (1.2910).1
                    1+T                =         1.2910
                      T                =          .2910

1.5 Years (From Date of Inception 4/1/95)

        1000       (1+T) 1.5           =         1,370.00
                  ((1+T) 1.5)1.5       =        (1.3700)1.5
                    1+T                =         1.2335
                      T                =          .2335


                               INTERNATIONAL STOCK
              AVERAGE ANNUAL TOTAL RETURN AS OF SEPTEMBER 30, 1996

1.0 Year (From Date of Inception 4/1/95)

         1000      (1+T) 1.            =         1,174.00
                  ((1+T) 1.)1.         =        (1.1740)1
                    1+T                =         1.1740
                      T                =         0.1740

1.5 Years (From Date of Inception 4/1/95)

         1000      (1+T) 1.5           =         1,221.00
                  ((1+T) 1.5)1.5       =        (1.2210)1.5
                    1+T                =         1.1424
                      T                =         0.1424


<PAGE>


                                                         Item 24.b Exhibit (13)

                                LIMITED-TERM BOND
              AVERAGE ANNUAL TOTAL RETURN AS OF SEPTEMBER 30, 1996

1.0 Year (From Date of Inception 4/1/95)

         1000        (1+T) 1.          =         1,052.00
                    ((1+T) 1.)1.       =        (1.0520)1.
                      1+T              =         1.0520
                        T              =          .0520

1.5 Years (From Date of Inception 4/1/95)

         1000        (1+T) 1.5         =         1,070.00
                    ((1+T) 1.5)1.5     =        (1.0700)1.5
                      1+T              =         1.0461
                        T              =          .0461


                               NEW AMERICA GROWTH
              AVERAGE ANNUAL TOTAL RETURN AS OF SEPTEMBER 30, 1996

1.0 Year (From Date of Inception 4/1/95)

         1000        (1+T) 1.          =         1,461.00
                    ((1+T) 1.)1.       =        (1.4610)1.
                      1+T              =         1.4610
                        T              =          .4610

1.5 Years (From Date of Inception 4/1/95)

         1000        (1+T) 1.5         =         1,564.00
                    ((1+T) 1.5)1.5     =        (1.5640)1.5
                      1+T              =         1.3474
                        T              =          .3474


<PAGE>


                                                         Item 24.b Exhibit (13)

                           PERSONAL STRATEGY BALANCED
              AVERAGE ANNUAL TOTAL RETURN AS OF SEPTEMBER 30, 1996

1.0 Year (From Date of Inception 4/1/95)

         1000          (1+T) 1.        =         1,215.00
                      ((1+T) 1.)1.     =        (1.2150)1.
                        1+T            =         1.2150
                          T            =          .2150

1.5 Years (From Date of Inception 4/1/95)

         1000          (1+T) 1.5       =         1,274.00
                      ((1+T) 1.5)1.5   =        (1.2740)1.5
                        1+T            =         1.1752
                          T            =          .1752


                               LIMITED - TERM BOND
                   YIELD CALCULATION AS OF SEPTEMBER 30, 1996

  [ [   (16,987.30 - 0)         ]6 ] 
2 [ [---------------------- + 1 ]  ] - 1 
  [ [ 351,100.6962 X 10.70      ]  ]

  [ ( (    16,987.30      )     )6 ] 
2 [ ( (-------------------) + 1 )  ] - 1 
  [ ( (  3,756,777.4493   )     )  ]

  [ ( (                ) 6 )     ]
2 [ ( ( .004521774 + 1 )   ) - 1 ]

2 [ ( 1.027439196 ) - 1 ]

2 ( .027439196 )

              =   .054878392 or 5.49% to September 30, 1996
                  ----------



<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              001
        <NAME>                                NEW AMERICA GROWTH SUBACCOUNT
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          SEP-30-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      20,385
<INVESTMENTS-AT-VALUE>                                     22,090
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             22,090
<PAYABLE-FOR-SECURITIES>                                   22,090
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        22,090
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   1,412,593
<SHARES-COMMON-PRIOR>                                     333,934
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    1,522
<NET-ASSETS>                                               22,090
<DIVIDEND-INCOME>                                               8
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 56
<NET-INVESTMENT-INCOME>                                      (48)
<REALIZED-GAINS-CURRENT>                                      440
<APPREC-INCREASE-CURRENT>                                   1,522
<NET-CHANGE-FROM-OPS>                                       1,914
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                 1,252,742
<NUMBER-OF-SHARES-REDEEMED>                               184,567
<SHARES-REINVESTED>                                        10,484
<NET-CHANGE-IN-ASSETS>                                  1,078,659
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                56
<AVERAGE-NET-ASSETS>                                       14,402
<PER-SHARE-NAV-BEGIN>                                       13.38
<PER-SHARE-NII>                                             (.05)
<PER-SHARE-GAIN-APPREC>                                      2.31
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         15.64
<EXPENSE-RATIO>                                               .39
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              002
        <NAME>                                EQUITY INCOME SUBACCOUNT
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          SEP-30-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      20,212
<INVESTMENTS-AT-VALUE>                                     21,214
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             21,214
<PAYABLE-FOR-SECURITIES>                                   21,214
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        21,214
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                   1,548,203
<SHARES-COMMON-PRIOR>                                     365,712
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      825
<NET-ASSETS>                                               21,214
<DIVIDEND-INCOME>                                             337
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 53
<NET-INVESTMENT-INCOME>                                       284
<REALIZED-GAINS-CURRENT>                                      225
<APPREC-INCREASE-CURRENT>                                     825
<NET-CHANGE-FROM-OPS>                                       1,334
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                 1,331,352
<NUMBER-OF-SHARES-REDEEMED>                               174,480
<SHARES-REINVESTED>                                        25,619
<NET-CHANGE-IN-ASSETS>                                  1,182,491
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                53
<AVERAGE-NET-ASSETS>                                       13,710
<PER-SHARE-NAV-BEGIN>                                       12.43
<PER-SHARE-NII>                                               .30
<PER-SHARE-GAIN-APPREC>                                       .97
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.70
<EXPENSE-RATIO>                                               .39
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              003
        <NAME>                                PERSONAL STRATEGY BALANCED SUBACCT
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          SEP-30-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       6,257
<INVESTMENTS-AT-VALUE>                                      6,446
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              6,446
<PAYABLE-FOR-SECURITIES>                                    6,446
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         6,446
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     506,031
<SHARES-COMMON-PRIOR>                                     148,349
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      148
<NET-ASSETS>                                                6,446
<DIVIDEND-INCOME>                                             121
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 19
<NET-INVESTMENT-INCOME>                                       102
<REALIZED-GAINS-CURRENT>                                       70
<APPREC-INCREASE-CURRENT>                                     148
<NET-CHANGE-FROM-OPS>                                         320
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                   437,741
<NUMBER-OF-SHARES-REDEEMED>                                91,049
<SHARES-REINVESTED>                                        10,990
<NET-CHANGE-IN-ASSETS>                                    357,682
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                19
<AVERAGE-NET-ASSETS>                                        4,564
<PER-SHARE-NAV-BEGIN>                                       11.93
<PER-SHARE-NII>                                               .31
<PER-SHARE-GAIN-APPREC>                                       .50
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.74
<EXPENSE-RATIO>                                               .42
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              004
        <NAME>                                LIMITED-TERM BOND SUBACCOUNT
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          SEP-30-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       3,887
<INVESTMENTS-AT-VALUE>                                      3,881
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              3,881
<PAYABLE-FOR-SECURITIES>                                    3,881
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         3,881
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     362,743
<SHARES-COMMON-PRIOR>                                      86,891
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                     (13)
<NET-ASSETS>                                                3,881
<DIVIDEND-INCOME>                                              99
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                  8
<NET-INVESTMENT-INCOME>                                        91
<REALIZED-GAINS-CURRENT>                                     (36)
<APPREC-INCREASE-CURRENT>                                    (13)
<NET-CHANGE-FROM-OPS>                                          42
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                   467,270
<NUMBER-OF-SHARES-REDEEMED>                               200,565
<SHARES-REINVESTED>                                         9,147
<NET-CHANGE-IN-ASSETS>                                    275,852
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                 8
<AVERAGE-NET-ASSETS>                                        2,533
<PER-SHARE-NAV-BEGIN>                                       10.62
<PER-SHARE-NII>                                               .40
<PER-SHARE-GAIN-APPREC>                                     (.32)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.70
<EXPENSE-RATIO>                                               .32
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANNUITY
<SERIES>
        <NUMBER>                              005
        <NAME>                                INTERNATIONAL STOCK SUBACCOUNT
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          SEP-30-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      11,713
<INVESTMENTS-AT-VALUE>                                     12,198
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             12,198
<PAYABLE-FOR-SECURITIES>                                   12,198
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        12,198
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                     998,823
<SHARES-COMMON-PRIOR>                                     218,427
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      408
<NET-ASSETS>                                               12,198
<DIVIDEND-INCOME>                                              20
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 30
<NET-INVESTMENT-INCOME>                                      (10)
<REALIZED-GAINS-CURRENT>                                      119
<APPREC-INCREASE-CURRENT>                                     408
<NET-CHANGE-FROM-OPS>                                         517
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                   893,596
<NUMBER-OF-SHARES-REDEEMED>                               115,788
<SHARES-REINVESTED>                                         2,588
<NET-CHANGE-IN-ASSETS>                                    780,396
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                30
<AVERAGE-NET-ASSETS>                                        7,931
<PER-SHARE-NAV-BEGIN>                                       11.26
<PER-SHARE-NII>                                             (.02)
<PER-SHARE-GAIN-APPREC>                                       .97
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.21
<EXPENSE-RATIO>                                               .38
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>


<PAGE>

                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Thomas R. Clevenger, being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of April, 1996.

                                                      Thomas R. Clevenger
                                         ---------------------------------------
                                                      Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 5th day of April, 1996.

                                                      Jana R. Selley
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           June 14, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by  SECURITY  BENEFIT  LIFE  INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE
ANNUITY  ACCOUNT  with like effect as though said  Registration  Statements  and
other  documents  had been  signed and filed  personally  by me in the  capacity
aforesaid.  Each of the  aforesaid  attorneys  acting  alone  shall have all the
powers of all of said  attorneys.  I hereby ratify and confirm all that the said
attorneys, or any of them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March, 1996.

                                                Sister Loretto Marie Colwell
                                         ---------------------------------------
                                                Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 28th day of March, 1996.

                                                      Julia A. Smrha
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

            July 7, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April, 1996.

                                                      John C. Dicus
                                         ---------------------------------------
                                                      John C. Dicus

SUBSCRIBED AND SWORN to before me this 1st day of April, 1996.

                                                      Jana R. Selley
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           June 14, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Melanie S. Fannin,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March, 1996.

                                                      Melanie S. Fannin
                                         ---------------------------------------
                                                      Melanie S. Fannin

SUBSCRIBED AND SWORN to before me this 28th day of March, 1996.

                                                      Nancy A. Gerval
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           Oct. 02, 1997
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like  effect as
though said  Registration  Statements  and other  documents  had been signed and
filed  personally  by me in  the  capacity  aforesaid.  Each  of  the  aforesaid
attorneys  acting  alone shall have all the powers of all of said  attorneys.  I
hereby ratify and confirm all that the said attorneys, or any of them, may do or
cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March, 1996.

                                                      Howard R. Fricke
                                         ---------------------------------------
                                                      Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 26th day of March, 1996.

                                                      Deborah D. Pryer
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 11, 1999
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April, 1996.

                                                      W. W. Hanna
                                         ---------------------------------------
                                                      W. W. Hanna

SUBSCRIBED AND SWORN to before me this 1st day of April, 1996.

                                                      Carolyn R. Souders
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           July 21, 1999
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March, 1996.

                                                      John E. Hayes, Jr.
                                         ---------------------------------------
                                                      John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 29th day of March, 1996.

                                                      Jana R. Selley
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           June 14, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of March, 1996.

                                                      Laird G. Noller
                                         ---------------------------------------
                                                      Laird G. Noller

SUBSCRIBED AND SWORN to before me this 27th day of March, 1996.

                                                      Anne S. Reinking
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           March 13, 2000
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of April, 1996.

                                                      Frank C. Sabatini
                                         ---------------------------------------
                                                      Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 5th day of April, 1996.

                                                      Joan B. Anderson
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           July 20, 1996
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any T. ROWE PRICE  VARIABLE  ANNUITY  ACCOUNT  with like
effect as though  said  Registration  Statements  and other  documents  had been
signed  and  filed  personally  by me in the  capacity  aforesaid.  Each  of the
aforesaid  attorneys  acting  alone  shall  have all the  powers  of all of said
attorneys.  I hereby ratify and confirm all that the said  attorneys,  or any of
them, may do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of March, 1996.

                                                      Robert C. Wheeler
                                         ---------------------------------------
                                                      Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 27th day of March, 1996.

                                                      Jana R. Selley
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           June 14, 1996
- -------------------------------------




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