PRICE T ROWE VARIABLE ANNUITY ACCOUNT
485BPOS, 1997-04-30
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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.                                   |_|
                                         -----------
          Post-Effective Amendment No.        6                         |X|
                                         -----------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         |_|
          Amendment No.   7                                             |X|
                      ---------

                        (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 April 30, 1997, pursuant to paragraph (b) of Rule 485
|_|   60 days after filing pursuant to paragraph (a)(1) of Rule 485
|_|   on April 30, 1997, pursuant to paragraph (a)(1) of Rule 485
|_|   75 days after filing pursuant to paragraph (a)(2) of Rule 485
|_|   on April 30, 1997, pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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

                                   ----------

Pursuant  to  Regulation  270.24f-2  of the  Investment  Company Act of 1940 the
Registrant  has elected to  register an  indefinite  number of  securities.  The
Registrant filed the Notice required by 24f-2 on February 26, 1997.


<PAGE>



                              Cross Reference Sheet
                             Pursuant to Rule 495(a)

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

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

                                     PART A

ITEM OF FORM N-4                         PROSPECTUS CAPTION

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

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

 3. Synopsis...........................  Summary; Expense Table; Contractual
                                         Expenses; 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

ITEM OF FORM N-4                         STATEMENT OF ADDITIONAL
                                         INFORMATION CAPTION

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

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

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

    (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]


   
MAY 1, 1997
    


<PAGE>


                          Variable Annuity Prospectus


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


   
MAY 1, 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 May 1, 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: May 1, 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
         42       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,
payable  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
the  year  ended  December  31,  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      $16.00
Accumulation units:
  Outstanding at the end of period                    333,934   1,596,903
- --------------------------------------------------------------------------------
INTERNATIONAL STOCK SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $11.19
  End of period                                        $11.19      $12.77
Accumulation units:
  Outstanding at the end of period                    218,427   1,124,821
- --------------------------------------------------------------------------------
EQUITY INCOME SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $12.37
  End of period                                        $12.37      $14.70
Accumulation units:
  Outstanding at the end of period                    365,712   1,402,935
- --------------------------------------------------------------------------------
PERSONAL STRATEGY BALANCED SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $11.90
  End of period                                        $11.90      $13.51
Accumulation units:
  Outstanding at the end of period                    148,349     599,843
- --------------------------------------------------------------------------------
LIMITED-TERM BOND SUBACCOUNT
- --------------------------------------------------------------------------------
Accumulation unit value:
  Beginning of period                                  $10.00      $10.64
  End of period                                        $10.64      $10.93
Accumulation units:
  Outstanding at the end of period                     86,891     445,079
================================================================================
    


                                       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 1996, Security Benefit had over  $15.5 billion of life  insurance  in
force  and  total  assets  of  approximately  $5.5  billion.  Together  with its
subsidiaries, Security Benefit has total funds under management of approximately
$6.6 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," page 33.
    

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  allocated  to the Fixed
Interest Account 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 Additional  Information  is
general in nature and is not intended to be an exhaustive


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<PAGE>


                          Variable Annuity Prospectus

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  day of each  calendar  quarter  (or on any day
within 30 days thereafter), no more than


                                       33

<PAGE>


                          Variable Annuity Prospectus

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 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.
    


                                       34

<PAGE>


                          Variable Annuity Prospectus

*  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.

   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  


                                       35

<PAGE>


                          Variable Annuity Prospectus

   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
   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 


                                       36

<PAGE>


                          Variable Annuity Prospectus

   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

<PAGE>


                          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, and will have
   the right to revoke the Contract  under  certain  circumstances.  See the IRA
   Disclosure Statement which accompanies this Prospectus.

   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"). The  Contractowner's  retirement date, if any, will not affect his or
   her 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; (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; (iv) made to pay for
   certain  medical  expenses;  (v) that are  exempt  withdrawals  of an  excess
   contribution;  (vi) that are rolled over or  transferred  in accordance  with
   Code requirements;  or (vii) which, subject to certain  restrictions,  do not
   exceed  the health  insurance  premiums  paid by  unemployed  individuals  in
   certain cases.
    

   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  ($160,000  for 1997),  a penalty  tax of 15  percent is  generally
   imposed (in addition to any ordinary income tax) on the excess portion of the
   distribution.  The 15  percent  excise tax on excess  distributions  will not
   apply to withdrawals during calendar years 1997, 1998 and 1999.
    

*  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.


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

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 


                                       39

<PAGE>


                          Variable Annuity Prospectus

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 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.

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  


                                       41

<PAGE>


                          Variable Annuity Prospectus

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 their  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 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.


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

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.


                                       42

<PAGE>


                          Variable Annuity Prospectus

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

For the other  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

   
The  consolidated  financial  statements of the Company at December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996, and
the financial statements of the Separate Account for the year ended December 31,
1996,  and the period from May 1, 1995 to December  31, 1995 are included 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 and the Separate Account. The Table
of Contents of the Statement of Additional Information is set forth below:

TABLE OF CONTENTS

General Information and History .........................................  1
Distribution of the Contract ............................................  1
Limits on Premiums Paid Under Tax-Qualified Retirement Plans ............  1
Experts .................................................................  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]


   
MAY 1, 1997
    


<PAGE>


                       Statement of Additional Information


T. ROWE PRICE VARIABLE ANNUITY
STATEMENT OF ADDITIONAL INFORMATION

   
DATE:  MAY 1, 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 May 1, 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        Experts
    
         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.


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

   
                                     EXPERTS

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, 1996 and 1995,  and for each of the
three  years in the period  ended  December  31,  1996,  are  contained  in this
Statement  of  Additional  Information.  Financial  statements  of the  Separate
Account for the year ended  December 31, 1996,  and the period from May 1, 1995,
to  December  31,  1995,  are also  included  in this  Statement  of  Additional
Information. The financial statements have been audited by Ernst & Young LLP, as
set forth in their reports thereon appearing herein and are included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
    


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

                             PERFORMANCE INFORMATION

Performance  information for the Subaccounts of the Separate Account,  including
the yield and 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  December 31, 1996,  the yield of the  Limited-Term
Bond Subaccount was 6.04%
    

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.

   
Where the  Portfolio  in which a  Subaccount  invests was  established  prior to
inception of the Subaccount,  quotations of total return will 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.

For the one year period ended December 31, 1996, the average annual total return
of New America Growth Subaccount,  International Stock Subaccount, Equity Income
Subaccount,  Personal  Strategy Balanced  Subaccount,  and the Limited-Term Bond
Subaccount was 19.40%, 14.12%, 18.93%, 13.53%, and 2.73%, respectively.  For the
period from March 31, 1994  (Portfolio  date of inception) to December 31, 1996,
the  average  annual  total  return  for  the  New  America  Growth  Subaccount,
International Stock Subaccount,  and Equity Income Subaccount was 23.93%, 9.38%,
and 20.21%, respectively. For the from between December 30, 1994 (Portfolio date
of  inception)  to December  31, 1996,  the average  annual total return for the
Personal  Strategy Balanced  Subaccount was 20.53%.  For the period from May 13,
1994  (Portfolio  date of  inception) to December 31, 1996,  the average  annual
total  return for the  Limited-Term  Bond  Subaccount  was 5.37%.  Total  return
information is not yet available for the Mid-Cap Growth Subaccount as it did not
begin operations until January 2, 1997.
    


                                        3

<PAGE>


                       Statement of Additional Information

Performance  information  for a  Subaccount  may be  compared,  in  reports  and
promotional  literature,  to: (i) the  Standard & Poor's 500 Stock  Index  ("S&P
500"),   Dow  Jones   Industrial   Average   ("DJIA"),   Donoghue  Money  Market
Institutional  Averages,  the Lehman Brothers  Government  Corporate  Index, the
Morgan Stanley Capital International's EAFE Index, or other indices that measure
performance  of a pertinent  group of securities so that investors may compare a
Subaccount's  results  with those of a group of  securities  widely  regarded by
investors  as   representative   of  the   securities   markets  in  general  or
representative  of a particular  type of security;  (ii) other 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  consolidated  financial  statements of the Company at December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996, and
the financial statements of the Separate Account for the year ended December 31,
1996 and for the period May 1, 1995 to December 31, 1995,  are set forth herein,
starting on page 6.
    


                                        4

<PAGE>

                       Statement of Additional Information


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.



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

                                    CONTENTS

                              FINANCIAL STATEMENTS




   
Audited Financial Statements - Separate Account

 6    Report of Independent Auditors - Separate Account

 7    Balance Sheet

 8    Statement of Operations and Changes in Net Assets

10    Notes to Financial Statements
    



                                        5

<PAGE>

                       Statement of Additional Information


                         Report of Independent Auditors

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

We have audited the accompanying balance sheet of T. Rowe Price Variable Annuity
Account (the  Company) as of December 31, 1996,  and the related  statements  of
operations  and changes in net assets for the year ended  December  31, 1996 and
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 audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of T. Rowe Price Variable Annuity
Account at December 31, 1996,  and the results of its  operations and changes in
its net assets for the year ended  December 31, 1996 and for the period from May
1, 1995 (inception) to December 31, 1995, in conformity with generally  accepted
accounting principles.

                                                             ERNST & YOUNG LLP

February 7, 1997

                                       6

<PAGE>

                       Statement of Additional Information


                     T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

                                  Balance Sheet

                                December 31, 1996
                             (DOLLARS IN THOUSANDS)

ASSETS
Investments:
   T. Rowe Price Portfolios:
      New America Growth Portfolio -- 1,447,071
         shares at net asset value of $17.67 per
         share (cost, $23,715)                                     $25,570

      International Stock Portfolio -- 1,136,231
         shares at net asset value of $12.64 per
         share (cost, $13,554)                                      14,362

      Equity Income Portfolio -- 1,833,719 shares
         at net asset value of $15.26 per share
         (cost, $25,720)                                            27,983

      Personal Strategy Balanced Portfolio -- 604,272
         shares at net asset value of $13.44
         per share (cost, $7,721)                                    8,121

      Limited-Term Bond Portfolio -- 986,818 shares
         at net asset value of $4.93 per share
         (cost, $4,840)                                              4,865
- --------------------------------------------------------------------------------
Total assets                                                       $80,901
================================================================================

                                        Number     Unit
                                       of Units    Value     Amount
- --------------------------------------------------------------------------------
NET ASSETS
   Net assets are represented by (NOTE 3):

   New America Growth Subaccount:
      Accumulation units               1,596,903   $16.00   $22,554
      Annuity reserves                       985    16.00        16    $25,570

   International Stock Subaccount:
      Accumulation units               1,124,821    12.77    14,360
      Annuity reserves                       181    12.77         2     14,362

   Equity Income Subaccount:
      Accumulation units               1,902,935    14.70    27,973
      Annuity reserves                       656    14.70         10    27,983

   Personal Strategy Balanced Subaccount:
      Accumulation units                 599,843    13.51     8,105
      Annuity reserves                     1,153    13.51        16      8,121

   Limited-Term Bond Subaccount:
      Accumulation units                 445,079    10.93     4,865

- -------------------------------------------------------------------------------
Total net assets                                                       $80,901
================================================================================

SEE ACCOMPANYING NOTES.


                                        7

<PAGE>

                       Statement of Additional Information


                     T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

               Statement of Operations and Changes in Net Assets

                          Year ended December 31, 1996
                                 (IN THOUSANDS)

- --------------------------------------------------------------------------------
                         New        Inter-                 Personal    Limited-
                       America     national    Equity      Strategy     Term
                       Growth       Stock      Income      Balanced     Bond
                      Subaccount  Subaccount  Subaccount  Subaccount  Subaccount
- --------------------------------------------------------------------------------
Dividend distributions  $   36     $   132     $    534    $    185    $   164

Expenses (NOTE 2):
   Mortality and
     expense risk
     fee                   (89)        (49)         (88)        (28)       (15)
- --------------------------------------------------------------------------------
Net investment
   income (loss)           (53)         83          446         157        149


Capital gains
   distributions           319          75          130         150          -

Realized gain (loss)
   on investments          521         227          341          72        (37)

Unrealized
   appreciation
   on investments        1,675         731        2,087         359         18 
- --------------------------------------------------------------------------------
Net realized and
   unrealized gain
   (loss) on
   investments           2,515       1,033        2,558         581        (19)
- --------------------------------------------------------------------------------
Net increase in
   net assets
   resulting
   from operations       2,462       1,116        3,004         738        130

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

Variable annuity
   deposits
   (Notes 2 and 3)      22,024      12,438       22,410       6,629      5,935

Terminations
   and withdrawals
   (Notes 2 and 3)      (3,389)     (1,636)      (1,952)     (1,008)     (2,125)

Annuity payments
   (Notes 2 and 3)          (1)          -            -          (1)          -

Net mortality guarantee
   transfer                  -           -           (1)         (2)          -
- --------------------------------------------------------------------------------
Net assets
   at end
   of year             $25,570     $14,362      $27,983      $8,121      $4,865
================================================================================

SEE ACCOMPANYING NOTES.


                                        8

<PAGE>

                       Statement of Additional Information


                     T. ROWE PRICE VARIABLE ANNUITY ACCOUNT

               Statement of Operations and Changes in Net Assets

            Period from May 1, 1995 (inception) to December 31, 1995
                                 (IN THOUSANDS)

- --------------------------------------------------------------------------------
                         New        Inter-                 Personal    Limited-
                       America     national    Equity      Strategy     Term
                       Growth       Stock      Income      Balanced     Bond
                      Subaccount  Subaccount  Subaccount  Subaccount  Subaccount
- --------------------------------------------------------------------------------
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
================================================================================

SEE ACCOMPANYING NOTES.


                                        9


<PAGE>

                       Statement of Additional Information


                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

T. Rowe Price Variable  Annuity  Account (the Account) is a separate  account of
Security  Benefit Life Insurance  Company (SBL).  The Account is registered as a
unit investment trust under the Investment Company Act of 1940, as amended.  The
Account  currently is divided into five  subaccounts.  Each  subaccount  invests
exclusively in shares of a single  corresponding  mutual fund. Purchase payments
received by the Account are 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,  purchase payments 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 investment grade debt securities.

T. Rowe Price Associates,  Inc. (T. Rowe Price) serves as the investment advisor
to each Portfolio except the International Stock Portfolio,  which is managed by
Rowe  Price-Fleming  International,  Inc.,  an affiliate  of T. Rowe Price.  The
investment  advisors are  responsible  for managing  the  Portfolio's  assets in
accordance with the terms of the investment advisory contracts.

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 were as
follows:

                                                              PERIOD FROM
                                                              MAY 1, 1995
                                          YEAR ENDED        (INCEPTION) TO
                                      DECEMBER 31, 1996    DECEMBER 31, 1995
                                   --------------------------------------------
                                    COST OF    PROCEEDS    COST OF   PROCEEDS
                                   PURCHASES  FROM SALES  PURCHASES FROM SALES
                                   --------------------------------------------
                                                  (IN THOUSANDS)

 New America Growth Portfolio        $23,168    $4,268     $4,685      $439
 International Stock Portfolio        13,265     2,305      2,698       323
 Equity Income Portfolio              24,102     3,069      4,967       662
 Personal Strategy Balanced Portfolio  7,279     1,354      1,952       235
 Limited-Term Bond Portfolio           6,946     2,986      1,237       321


                                       10

<PAGE>

                       Statement of Additional Information


ANNUITY RESERVES

Annuity  reserves  relate to contracts  which have matured and are in the payout
stage.  Such  reserves are 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  Portfolio.  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.


                                       11

<PAGE>

                       Statement of Additional Information


3.  SUMMARY OF UNIT TRANSACTIONS

                                                              UNITS
                                                   -----------------------------
                                                                  PERIOD FROM
                                                                  MAY 1, 1995
                                                      YEAR        (INCEPTION)
                                                      ENDED            TO
                                                   DECEMBER 31,   DECEMBER 31,
                                                      1996            1995
                                                   -----------------------------
                                                           (IN THOUSANDS)

New America Growth Subaccount:
   Variable annuity deposits                           1,494           336
   Terminations, withdrawals and annuity payments        230             2
International Stock Subaccount:
   Variable annuity deposits                           1,043           221
   Terminations, withdrawals and annuity payments        137             3
Equity Income Subaccount:
   Variable annuity deposits                           1,686           373
   Terminations, withdrawals and annuity payments        148             7
Personal Strategy Balanced Subaccount:
   Variable annuity deposits                             534           149
   Terminations, withdrawals and annuity payments         81             1
Limited-Term Bond Subaccount:
   Variable annuity deposits                             604           113
   Terminations, withdrawals and annuity payments        246            26

                                       12


<PAGE>

                       Statement of Additional Information


   
Financial Statements
Security Benefit Life Insurance Company and Subsidiaries
Consolidated Financial Statements
Years ended December 31, 1996, 1995 and 1994
with Report of Independent Auditors
    


                                    CONTENTS

14   Report of Independent Auditors - Company

   
Audited Financial Statements - Company
15   Consolidated Balance Sheets
17   Consolidated Statements of Income
18   Consolidated Statements of Changes in Equity
19   Consolidated Statements of Cash Flows
21   Notes to Consolidated Financial Statements
    

                                       13


<PAGE>

                       Statement of Additional Information


                         Report of Independent Auditors

The Board of Directors
Security Benefit Life Insurance Company

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

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

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

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

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
consolidated  financial  statements taken as a whole. The consolidating  balance
sheet and statement of income are presented for purposes of additional  analysis
and are not a required part of the basic consolidated financial statements. Such
information has been subjected to the auditing  procedures applied in our audits
of the basic consolidated  financial  statements and, in our opinion,  is fairly
stated in all material respects in relation to the basic consolidated  financial
statements taken as a whole.


                                                            ERNST & YOUNG LLP

February 7, 1997

                                       14


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                           Consolidated Balance Sheets

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

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

                                       15


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                           Consolidated Balance Sheet


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




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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       16


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                        Consolidated Statements of Income

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31
                                                                     1996               1995*            1994*
                                                              ------------------------------------------------------
                                                                                 (IN THOUSANDS)
<S>                                                                 <C>               <C>              <C>
Revenues:
   Insurance premiums and other considerations...........           $ 28,848          $ 49,608         $ 55,148
   Net investment income.................................            192,636           179,940          166,857
   Asset based fees......................................             55,977            40,652           33,809
   Other product charges.................................             10,470            10,412            7,335
   Realized gains (losses) on investments................               (244)            3,876              134
   Other revenues........................................             20,033            22,164           27,241
                                                              ------------------------------------------------------
Total revenues...........................................            307,720           306,652          290,524

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

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

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

</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       17


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                  Consolidated Statements of Changes in Equity

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

<S>                                                                 <C>               <C>              <C> 
Retained earnings:
   Beginning of year, as previously reported.................       $207,669          $150,726         $128,785
   Cumulative effect of change in accounting principle.......
                                                                     106,415           126,166          114,090
                                                              ------------------------------------------------------

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

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

*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       18


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

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

INVESTING ACTIVITIES
Sale, maturity or repayment of investments:
   Fixed maturities available-for-sale...................              870,240          517,480           318,252
   Fixed maturities held-to-maturity.....................               58,874           59,873           147,043
   Equity securities available-for-sale..................                8,857           10,242             3,830
   Mortgage loans........................................               12,545           23,248            21,096
   Real estate...........................................                2,935            3,173             2,782
   Short-term investments................................               20,069          229,871           834,082
   Other invested assets.................................                6,224           22,839             6,748
                                                              ------------------------------------------------------
                                                                       979,744          866,726         1,333,833
Acquisition of investments:
   Fixed maturities available-for-sale...................             (936,376)        (591,121)         (552,433)
   Fixed maturities held-to-maturity.....................              (52,422)        (125,276)          (56,398)
   Equity securities available-for-sale..................              (68,222)         (19,500)           (4,627)
   Mortgage loans........................................               (4,538)          (4,179)          (34,260)
   Real estate...........................................               (2,637)          (1,511)             (554)
   Short-term investments................................              (19,070)        (180,259)         (854,833)
   Other invested assets.................................               (3,712)         (31,861)          (18,581)
                                                              ------------------------------------------------------
                                                                    (1,086,977)        (953,707)       (1,521,686)
Other investing activities:
   Purchase of property and equipment....................            $  (1,879)       $  (2,036)        $  (2,932)
   Net increase in policy loans..........................               (6,370)          (8,058)           (5,569)
   Net cash transferred per coinsurance agreement........
                                                                             -          (16,295)                -
                                                              ------------------------------------------------------
Net cash used in investing activities....................             (115,482)        (113,370)         (196,354)

</TABLE>

                                       19


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                Consolidated Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
                                                                                  DECEMBER 31
                                                                   1996             1995*            1994*
                                                              ------------------------------------------------
                                                                           (IN THOUSANDS)
<S>                                                            <C>              <C>               <C>
FINANCING ACTIVITIES
Issuance of long-term debt...............................         65,000                -                 -
Annuity and interest sensitive life products:
   Deposits credited to account balances.................        705,118          509,183           553,542
   Withdrawals from account balances.....................       (808,519)        (526,509)         (466,760)
                                                              ------------------------------------------------
Net cash provided by (used in) financing activities......
                                                                 (38,401)         (17,326)           86,782
                                                              ------------------------------------------------

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

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

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

SUPPLEMENTAL DISCLOSURES OF NONCASH
   INVESTING AND FINANCING ACTIVITIES
Conversion of mortgage loans to real estate owned........      $     844        $       -         $   2,350
                                                              ================================================
</TABLE>
*As restated

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       20


<PAGE>

                       Statement of Additional Information


            Security Benefit Life Insurance Company and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 1996

1.  SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

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

BASIS OF PRESENTATION

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

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

The  consolidated  financial  statements  include the operations and accounts of
Security  Benefit  Life  Insurance   Company  and  the  following   wholly-owned
subsidiaries:   Security  Benefit  Group,  Inc.,  First  Security  Benefit  Life
Insurance and Annuity Company of New York,  Security  Management  Company,  LLC,
Security  Distributors,  Inc.,  Security Benefit Academy,  Inc., First Advantage
Insurance Agency, Inc. and Creative Impressions,  Inc. Significant  intercompany
transactions have been eliminated in consolidation.

                                       21


<PAGE>

                       Statement of Additional Information


USE OF ESTIMATES

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

ACCOUNTING CHANGE

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

INVESTMENTS

Fixed   maturities   have  been   classified  as  either   held-to-maturity   or
available-for-sale. Fixed maturities are classified as held-to-maturity when the
Company has the positive  intent and ability to hold the securities to maturity.
Held-to-maturity   securities  are  stated  at  amortized  cost,   adjusted  for
amortization of premiums and accrual of discounts. Such amortization and accrual
on these  securities  are included in investment  income.  Fixed  maturities not
classified   as   held-to-maturity   are   classified   as   available-for-sale.
Available-for-sale fixed maturities are stated at fair value with the unrealized
appreciation or depreciation,  net of adjustment of deferred policy  acquisition
costs and deferred income taxes, reported in a separate component of equity and,
accordingly, have no effect on net income.

The DPAC  offsets  to the  unrealized  appreciation  or  depreciation  represent
valuation adjustments or restatements of DPAC that would have been required as a
charge or credit to operations had such  unrealized  amounts been realized.  The
amortized cost of fixed maturities  classified as available-for-sale is adjusted
for  amortization  of premiums and accrual of discounts.  Premiums and discounts
are recognized  over the estimated  lives of the assets  adjusted for prepayment
activity.

Equity  securities  consisting of common stocks,  mutual funds and nonredeemable
preferred  stock are carried at fair value and are reported in  accordance  with
SFAS No. 115.  Mortgage loans and short-term  investments  are reported at cost,
adjusted  for  amortization  of premiums and accrual of  discounts.  Real estate
investments are carried at the lower of depreciated cost or estimated realizable
value. Policy loans are reported at unpaid principal.  Investments accounted for
by the equity  method  include  investments  in, and advances to,  various joint
ventures and partnerships. Realized gains and losses on sales of investments are
recognized in revenues on the specific identification method.

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

The Company's principal objective in holding derivatives for purposes other than
trading is asset-liability management. The operations of the Company are subject
to risk of interest

                                       22


<PAGE>

                       Statement of Additional Information


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

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

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

DEFERRED POLICY ACQUISITION COSTS

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

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

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

CASH EQUIVALENTS

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

PROPERTY AND EQUIPMENT

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

                                       23


<PAGE>

                       Statement of Additional Information


SEPARATE ACCOUNTS

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

POLICY RESERVES AND ANNUITY ACCOUNT VALUES

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

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

INCOME TAXES

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

RECOGNITION OF REVENUES

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

FAIR VALUES OF FINANCIAL INSTRUMENTS

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

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

                                       24


<PAGE>

                       Statement of Additional Information


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

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

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

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

2.  INVESTMENTS

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

<TABLE>
<CAPTION>

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

<S>                                                    <C>               <C>            <C>            <C>
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........      $  173,884        $   414        $ 1,431        $  172,867
Obligations of states and political subdivisions.
                                                           23,244            361            705            22,900
Special revenue and assessment...................             330              -              -               330
Corporate securities.............................         863,124         13,758         18,651           858,231
Mortgage-backed securities.......................         627,875          9,091          9,308           627,658
Asset-backed securities..........................         122,523            832            275           123,080
                                                   -----------------------------------------------------------------
Total fixed maturities...........................      $1,810,980        $24,456        $30,370        $1,805,066
                                                   =================================================================

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

                                       25


<PAGE>

                       Statement of Additional Information


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

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


                                                                           DECEMBER 31, 1995
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED     UNREALIZED      UNREALIZED
                                                           COST         GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
AVAILABLE-FOR-SALE
U.S. Treasury securities and obligations of U.S.
   government corporations and agencies..........      $    5,746        $   522        $     -        $    6,268
Obligations of states and political subdivisions.          23,304            510            139            23,675
Special revenue and assessment...................             330              2              -               332
Corporate securities.............................         857,926         29,671         13,146           874,451
Mortgage-backed securities.......................         857,685         17,838          1,879           873,644
                                                   -----------------------------------------------------------------
Total fixed securities...........................      $1,744,991        $48,543        $15,164        $1,778,370
                                                   =================================================================

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


                                                                           DECEMBER 31, 1995
                                                   -----------------------------------------------------------------
                                                                        GROSS           GROSS
                                                        AMORTIZED     UNREALIZED      UNREALIZED
                                                           COST         GAINS           LOSSES        FAIR VALUE
                                                   -----------------------------------------------------------------
                                                                            (IN THOUSANDS)
HELD-TO-MATURITY
Obligations of states and political subdivisions.      $   67,160        $ 1,221        $     -        $   68,381
Special revenue and assessment...................             870              -              -               870
Corporate securities.............................         163,032          6,426             43           169,415
Mortgage-backed securities.......................         305,075          5,539              4           310,610
                                                   -----------------------------------------------------------------
Totals...........................................      $  536,137        $13,186        $    47        $  549,276
                                                   =================================================================
</TABLE>

The change in the  Company's  unrealized  appreciation  (depreciation)  on fixed
maturities was $(51,773,000),  $220,048,000 and $(219,496,000) during 1996, 1995
and 1994,  respectively;  the  corresponding  amounts for equity securities were
$1,595,000,   $1,034,000   and   $(1,702,000)   during  1996,   1995  and  1994,
respectively.

                                       26


<PAGE>

                       Statement of Additional Information


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

                                                         AVAILABLE-FOR-SALE                HELD-TO-MATURITY
                                                 -------------------------------------------------------------------
                                                    AMORTIZED COST     FAIR VALUE    AMORTIZED COST    FAIR VALUE
                                                 -------------------------------------------------------------------
                                                                           (IN THOUSANDS)

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

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

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


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

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

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

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

                                       27


<PAGE>

                       Statement of Additional Information


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

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

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

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

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

The Company has a diversified  portfolio of commercial and residential  mortgage
loans  outstanding  in  14  states.   The  loans  are  somewhat   geographically
concentrated in the midwestern and  southwestern  United States with the largest
outstanding  balances at December 31, 1996 being in the states of Kansas  (34%),
Iowa (15%) and Texas (14%).

Net realized gains (losses) consist of the following:

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

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

                                       28


<PAGE>

                       Statement of Additional Information


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

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

3.  EMPLOYEE BENEFIT PLANS

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

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

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

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

                                       29


<PAGE>

                       Statement of Additional Information


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

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

Actuarial present value of benefit obligations:
   Vested benefit obligation..........................  $(6,059)     $(5,243)
   Non-vested benefit obligation......................     (202)        (165)
                                                       ------------------------
   Accumulated benefit obligation.....................   (6,261)      (5,408)

   Excess of projected benefit obligation
     over accumulated benefit obligation..............   (2,961)      (2,865)
                                                       ------------------------
   Projected benefit obligation.......................   (9,222)      (8,273)
Plan assets, at fair market value.....................   10,085        8,342
                                                       ------------------------
Plan assets greater than projected
  benefit obligation..................................      863           69

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

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

Assumptions were as follows:

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

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

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

                                       30



<PAGE>

                       Statement of Additional Information


passed  on to the  retirees.  Retirees  in the plan  prior  to July 1,  1993 are
covered 100% by the Company.

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

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

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

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

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

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

The annual  assumed rate of increase in the per capita cost of covered  benefits
is 10% for 1996 and is assumed to decrease  gradually  to 5% for 2001 and remain
at that  level  thereafter.  The health  care cost trend rate has a  significant
effect on the amount reported.  For example,  increasing the assumed health care
cost  trend  rates  by  one  percentage  point  each  year  would  increase  the
accumulated  postretirement  benefit  obligation  as of  December  31,  1996  by
$191,000 and the  aggregate of the service and interest  cost  components of net
periodic postretirement benefit cost for 1996 by $54,000.

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

The Company has a profit-sharing  and savings plan for which  substantially  all
employees  are  eligible  after  one  year  of  employment   with  the  Company.
Contributions for profit sharing are based on a formula established by the Board
of Directors with pro rata allocation  among  employees  based on salaries.  The
savings plan is a tax-deferred, 401(k) retirement plan. Employees may contribute
up to 10% of their eligible  compensation.  The Company matches 50% of the first
6% of the employee contributions. Employee contributions are

                                       31


<PAGE>

                       Statement of Additional Information


fully  vested,  and Company  contributions  are vested over a five-year  period.
Company  contributions  to  the  profit-sharing  and  savings  plan  charged  to
operations were  $1,783,000,  $1,567,000 and $1,075,000 for 1996, 1995 and 1994,
respectively.

4.  REINSURANCE

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

Principal reinsurance transactions are summarized as follows:

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

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

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

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

In  the  accompanying  financial  statements,   premiums,  benefits,  settlement
expenses and deferred policy  acquisition  costs are reported net of reinsurance
ceded;  policy liabilities and accruals are reported gross of reinsurance ceded.
The Company remains liable to policyholders if the reinsurers are unable to meet
their contractual  obligations under the applicable reinsurance  agreements.  To
minimize its exposure to significant losses from reinsurance  insolvencies,  the
Company  evaluates  the  financial  condition  of its  reinsurers  and  monitors
concentrations  of  credit  risk  arising  from  similar   geographic   regions,
activities or economic  characteristics of reinsurers.  At December 31, 1996 and
1995,  the  Company  had  established  a  receivable  totaling  $92,197,000  and
$78,877,000 for reserve credits,  reinsurance  claims and other receivables from
its reinsurers. The amount of reinsurance assumed is not significant.

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

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

                                       32


<PAGE>

                       Statement of Additional Information


5.  INCOME TAXES

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

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

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

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

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

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

Net deferred tax assets or liabilities consist of the following:

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

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

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

                                       33


<PAGE>

                       Statement of Additional Information


6.  CONDENSED FAIR VALUE INFORMATION

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

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

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

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

Liabilities:
   Supplementary contracts without life
     contingencies...........................           33,225          33,803              34,363          35,387
   Individual and group annuities............        1,942,697       1,767,692           1,922,901       1,774,642
   Long-term debt............................           56,000          67,683                   -               -
</TABLE>

7.  COMMITMENTS AND CONTINGENCIES

The Company leases various  equipment under several  operating lease agreements.
Total expense for all operating  leases  amounted to $1,904,000,  $1,302,000 and
$1,450,000  for 1996,  1995 and 1994,  respectively.  The Company has  aggregate
future lease commitments

                                       34


<PAGE>

                       Statement of Additional Information


at December 31, 1996 of $4,337,000 for noncancelable operating leases consisting
of $992,000 in 1997,  $941,000 in 1998,  $829,000 in 1999,  $818,000 in 2000 and
$757,000 in 2001 and thereafter.

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

The economy and other factors have caused an increase in the number of insurance
companies that have required regulatory  supervision.  Guaranty fund assessments
are  levied on the  Company  by life and health  guaranty  associations  in most
states in which it is licensed to cover losses of  policyholders of insolvent or
rehabilitated  insurers.  In some  states,  these  assessments  can be partially
recovered  through a reduction  in future  premium  taxes.  The  Company  cannot
predict whether and to what extent legislative  initiatives may affect the right
to offset.  Based on  information  from the  National  Organization  of Life and
Health  Guaranty  Association  and  information  from the various state guaranty
associations,  the Company believes that it is probable that these  insolvencies
will result in future  assessments.  The Company regularly evaluates its reserve
for  these   insolvencies  and  updates  its  reserve  based  on  the  Company's
interpretation  of information  recently  received.  The associated  costs for a
particular  insurance company can vary significantly based on its premium volume
by line of  business in a  particular  state and its  potential  for premium tax
offset.  The Company accrued and charged to expense  $1,574,000,  $2,302,000 and
$237,000  for 1996,  1995 and 1994,  respectively.  At December  31,  1996,  the
Company  has  reserved   $4,000,000  to  cover  current  and  estimated   future
assessments net of related premium tax credits.

8.  LONG-TERM DEBT

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

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

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

9.  RELATED-PARTY TRANSACTIONS

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

                                       35

<PAGE>

                       Statement of Additional Information


10.  ASSETS HELD IN SEPARATE ACCOUNTS

Separate account assets were as follows:

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

11.  STATUTORY INFORMATION

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

                                       36


<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(c)

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

                    (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).

(c)     Incorporated  herein  by  reference  to  the  Exhibits  filed  with  the
        Registrant's  Post-Effective Amendment No. 4 under the Securities Act of
        1933 and  Amendment  No. 5 under the  Investment  Company Act of 1940 to
        Registration Statement No. 33-83238 (January 2, 1997).


<PAGE>


ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

NAME AND PRINCIPAL              POSITIONS AND OFFICES
BUSINESS ADDERSS                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               POSITIONS AND OFFICES
BUSINESS ADDRESS                 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  0.0004%
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:

                                                                  PERCENT OF
                  NAME                       JURISDICTION      VOTING SECURITIES
                                           OF INCORPORATION      OWNED BY SBL

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

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

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

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

First Advantage Insurance Agency, Inc.          Kansas               100%

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


<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               15.9%    Security Income Fund     7.6%
                                            Corporate Bond Series

Security Growth and Income Fund    40.1%    SBL Fund                 100%


ITEM 27.          NUMBER OF CONTRACT OWNERS

         As of March 1, 1997,  there were 2,663 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.

(e)       Registrant  represents  that the fees and charges  deducted  under the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the Registrant.


<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(b) 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 23rd day of April, 1997.

SIGNATURES AND TITLES

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

John E. Hayes, Jr.
Director                          By:     DONALD J. SCHEPKER
                                          --------------------------------------
                                          Donald J. Schepker,
Laird G. Noller                           Senior Vice President,
Director                                  Chief Financial Officer and Treasurer

                                  (ATTEST):    ROGER K. VIOLA
Frank C. Sabatini                              ---------------------------------
Director                                       Roger K. Viola,
                                               Senior Vice President,
                                               General Counsel and Secretary
Robert C. Wheeler
Director                          Date:  April 23, 1997


<PAGE>


                                  EXHIBIT INDEX

   (1)   None

   (2)   None

   (3)   None

   (4)   Sample Contract

   (5)   None

   (6)   (a)   None
         (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


Form V6021 (4-94)

<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-
                                                                    15-60210-00
                                                                    BP 602111

<PAGE>

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

OWNER NAME:                             CONTRACT NUMBER:

OWNER DATE OF BIRTH:                    CONTRACT DATE:

JOINT OWNER NAME:                       ISSUE DATE:

JOINT OWNER DATE OF BIRTH:              ANNUITY PAYOUT DATE:

ANNUITANT NAME:                         PLAN:

ANNUITANT DATE OF BIRTH:                ASSIGNMENT:

ANNUITANT GENDER: 

PRIMARY BENEFICIARY:                    SECONDARY BENEFICIARY
                                        NAME:  See Application or subsequent
                                        change form


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

INITIAL PURCHASE PAYMENT .............................. 

MINIMUM SUBSEQUENT PURCHASE PAYMENTS .................. 
                                                         investment program

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

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

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

ANNUITY 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-
V6021 A (9-96)

<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-

V6021 B (4-94)

<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-

V6021 C (4-94)

<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-

V6021 D (4-94)

<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-

V6021 E (4-94)

<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-

V6021 F (4-94)

<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-

V6021 G (4-94)

<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-

V6021 H (4-94)

<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-

V6021 I (4-94)

<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-

V6021 J (4-94)

<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


Form V6021 (4-94)U

<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-

V6021 C (4-94)U

<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-

V6021 H (4-94)U

<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-

V6021 J (4-94)U

<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

                                                                    15-60210-12
                                                                    BP 6021D4

<PAGE>


                                  ENDORSEMENT

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

LOAN ENDORSEMENT

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

GENERAL PROVISIONS

         Prior to the start of retirement  annuity installments  (the  "maturity
         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  maturity  date.  Except  for loans that
         qualify under the Code for a longer repayment  period, as determined by
         the  Company,  all loans must be repaid  within five years of approval.
         All loan  repayments  must be scheduled to be paid in equal  amounts on
         the same day of each month or quarter. For monthly repayments the first
         scheduled  repayment  may not be later  than 30 days  after the date of
         approval  of  the  loan  application  by  the  Company.  For  quarterly
         repayments the first scheduled  repayment may not be later than 90 days
         after the date of  approval  of the loan  application  by the  Company.
         Before a loan is permitted a written  application and loan agreement on
         a form  acceptable to the Company must be Received by the Company.  The
         Company may postpone  final approval or disapproval of a loan for up to
         six months after the application for a loan is received.

TAX CONSEQUENCES

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

MAXIMUM LOAN AMOUNT

         The maximum loan amount for all contracts combined,  is generally equal
         to the lesser of: (1) $50,000 reduced by the excess of: (a) the highest
         outstanding loan balance within the preceding 12-month period ending on
         the day before the date the loan is made; over (b) the outstanding loan
         balance on the date the loan is made;  or (2) 50% of your account value
         or $10,000,  whichever is greater.  However,  in no case can you borrow
         more than your account value.

LOAN ACCOUNT, AND INTEREST EARNED ON LOAN ACCOUNT

         When your loan is  approved,  the Company  will  transfer to an account
         within the Fixed  Amount,  referred to as the Loan  Account,  an amount
         equal to the loan  amount.  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 2.5%

LOAN PAYMENTS

         Each loan  payment  must be labeled as such.  If not  labeled as a loan
         payment,  amounts  received by the Company  will be treated as Purchase
         Payments.  Each loan payment will reduce the Loan Account by the amount
         the payment reduces the outstanding loan balance.  Amounts which are no
         longer  needed in the Loan  Account  will be  transferred  to the Fixed
         Account and/or the  Subaccounts in accordance  with current  allocation
         instructions for purchase  payments.  The loan may be repaid in full at
         any time, in which event, the Loan Account shall be reduced to $0.

V 6846 (R1-97)                                                        NON-ERISA

<PAGE>

- --------------------------------------------------------------------------------
ANNUITY LOAN PROVISIONS (Continued)
- --------------------------------------------------------------------------------

FAILURE TO MAKE PAYMENTS

         If any  required  loan  payment is not paid,  within 30 days of the due
         date for loans with a monthly  repayment  schedule or within 90 days of
         the due date for loans with a quarterly repayment  schedule,  the TOTAL
         OUTSTANDING  LOAN BALANCE  will be deemed to be in default.  The entire
         loan  balance,  with any  accrued  interest,  will be  reported  to the
         Internal  Revenue  Service  ("IRS")  on Form  1099-R  for the  year the
         default  occurred.  Once  a  loan  has  gone  into  default,  regularly
         scheduled  payments will not be accepted.  However,  the principal plus
         accrued interest may be paid in full at any time.  Notwithstanding  any
         other  provision of the Contract or this  endorsement to the contrary,
         no new loans will be allowed when there is a loan in default.

         Interest  will  continue  to accrue on a loan in  default.  You may pay
         accrued  interest  each year when  notified by SBL. If such interest is
         not  paid by  December  31st  of each  year,  it will be  added  to the
         outstanding balance of the loan and will be reported to the IRS on Form
         1099-R.  Account value equal to the amount of the accrued interest will
         be  transferred  to the  Loan  Account.  If a loan  continues  to be in
         default when you attain age 59 1/2, the total outstanding  balance will
         be deducted from your account value. The Contract will be automatically
         terminated if the outstanding  loan balance on a loan in default equals
         or exceeds the amount for which the  Contract may be  surrendered.  The
         proceeds from the Contract will be used to repay the debt.

WITHDRAWAL VALUE, ANNUITY PAYOUT AMOUNT, AND DEATH BENEFIT

         If the Contract is surrendered,  or if a death benefit becomes payable,
         the amount  otherwise  receivable  will be reduced by the amount of the
         outstanding  loan, plus any accrued interest.  In addition,  no partial
         withdrawal  request  will  be  processed  which  would  result  in  the
         withdrawal of account value from the Loan Account.


                                        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%.


V6843 (4-94)

<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>

                                  ENDORSEMENT

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

SIMPLE INDIVIDUAL RETIREMENT ANNUITY ENDORSEMENT

         This  Contract is  established  as a Savings  Incentive  Match Plan for
         Employees of Small Employers  Individual  Retirement  Annuity  ("SIMPLE
         IRA") as defined in Section 408 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.  Notwithstanding  any other provisions of
         the Contract to the contrary, the following provisions shall apply.

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY

         To ensure  treatment as a SIMPLE IRA,  this Contract will be subject to
         the  applicable  requirements  of Code Section  408,  which are briefly
         summarized below:

         1.   The Contract is established for the exclusive benefit of the Owner
              or his or her beneficiaries. The Owner shall be the Annuitant.

         2.   The Contract shall be nontransferable  and the entire  interest of
              the Owner in the Contract is nonforfeitable.

         3.   Notwithstanding any provision of the Contract to the contrary, the
              distribution  of the Owner's  interest shall be made in accordance
              with the minimum distribution requirements of Section 401(a)(9) of
              the  Internal   Revenue  Code  and  the  regulations   thereunder,
              including  the  incidental  death  benefit  provisions  of Section
              1.401(a)(9)-2 of the proposed regulations, all of which are herein
              incorporated by reference.

              The Owner's entire  interest in the Contract must be  distributed,
              or begin to be  distributed,  by  the Owner's  required  beginning
              date,  which is the April 1 following  the calendar  year in which
              the  Owner  reaches  age 70  1/2.  For  each  succeeding  year,  a
              distribution  must  be  made  on or  before  December  31.  By the
              required  beginning  date, the Owner may elect to have the balance
              in the account distributed in one of the following forms:

              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.

              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.

         4.   If  the  Owner  dies   before  his  or  her  entire   interest  is
              distributed,  the entire remaining interest will be distributed as
              follows:

              a.   If the Owner dies on or after  distributions have begun under
                   Section 3, the entire remaining  interest must be distributed
                   at least as rapidly as provided under Section 3.


4453C-5S (2-97)

<PAGE>

- --------------------------------------------------------------------------------
           SIMPLE INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)
- --------------------------------------------------------------------------------

RESTRICTIONS ON SIMPLE INDIVIDUAL RETIREMENT ANNUITY (continued)

              b.   If the Owner  dies  before  distributions  have  begun  under
                   Section 3, the entire remaining  interest must be distributed
                   as elected by the Owner or, if the Owner has not so  elected,
                   as elected by the Designated  Beneficiary or Beneficiaries as
                   follows:

                   1)   By  December  31  of  the  year   containing  the  fifth
                        anniversary of the Owner's death; or

                   2)   In equal or  substantially  equal payments over the life
                        or life  expectancy  of the  Designated  Beneficiary  or
                        Beneficiaries  starting  by  December  31  of  the  year
                        following the year of the Owner's  death.  If,  however,
                        the  Designated  Beneficiary  is the  Owner's  surviving
                        spouse,  then this Distribution is not required to begin
                        until  December 31 of the later of (1) the calendar year
                        immediately  following  the  calendar  year in which the
                        Owner died;  or (2) the calendar year in which the Owner
                        would have attained age 70 1/2.

         5.   An individual  may satisfy the minimum  distribution  requirements
              under  Section  401(a)(9) of the Code by receiving a  distribution
              from one IRA that is equal to the amount  required  to satisfy the
              minimum  distribution  requirements for two or more IRAs. For this
              purpose,  the Owner of two or more  IRAs may use the  "alternative
              method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy the
              minimum distribution requirements described above.

         6.   Any refund of premiums  (other than those  attributable  to excess
              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.

         7.   The annual  premium shall not exceed amounts  allowable  under the
              terms of the SIMPLE plan  described in Section  408(p) of the Code
              or any successor provision in which the Owner is a participant.

         8.   Transfers and  rollovers  from other SIMPLE IRAs are permitted and
              are excluded from the limit set forth in Section 7.

         9.   Notwithstanding any Contract provisions to the contrary, no amount
              may be borrowed  under the  Contract and no portion may be used as
              security for a loan.

         10.  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 Code.


                                        SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                   ROGER K. VIOLA

                                                      Secretary


- ----------------------------
Endorsement Effective Date
(If Other Than Issue Date)

<PAGE>


                              TAX-SHELTERED ANNUITY
                                   ENDORSEMENT

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.  If this is a group  contract,  references to the "Owner" and to
         the  "Contract"   shall,   respectively,   be  deemed  to  include  the
         Participant and the Participant's Certificate where appropriate.

TAX-SHELTERED ANNUITY PROVISIONS

         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)      Purchase  Payments  made on behalf of the Owner  pursuant to a
                  salary reduction  agreement when added to "elective  deferral"
                  contributions under all other plans, contracts or arrangements
                  in which the Owner  participates,  may not  exceed  the annual
                  limitation on such  contributions  as provided in Code Section
                  401(a)(30).

         (b)      Purchase  Payments  applied to the  Contract  on behalf of the
                  Owner  which  exceed  the  applicable   "exclusion  allowance"
                  (within  the  meaning  of  Code  Section   403(b)(2))  or  the
                  limitations  contained  in  Code  Section  415  shall  not  be
                  excludable from gross income.

         (c)      Purchase Payments that exceed any of the foregoing limitations
                  may be returned,  distributed or otherwise corrected using any
                  method permissible under the Code.

NONDISCRIMINATION REQUIREMENTS

         (a)      Except if this Contract is purchased by a "church" (within the
                  meaning of Code  Section  3121(w)),  the Plan must satisfy the
                  nondiscrimination requirements of Code Section 403(b)(12).

         (b)      Purchase  Payments  not made  pursuant  to a salary  reduction
                  agreement will satisfy the  nondiscrimination  requirements of
                  Code Section 403(b)(12) provided they satisfy the requirements
                  of    Code    Section    401(a)(4)    (nondiscrimination    in
                  contributions),  Code Section 401(a)(5) (permitted disparity),
                  Code Section 401(a)(17)  (annual limit on compensation),  Code
                  Section 401(m) (average contribution percentage test) and Code
                  Section 410(b) (coverage).

         (c)      Purchase   Payments  made  pursuant  to  a  salary   reduction
                  agreement will satisfy the  nondiscrimination  requirements of
                  Code Section  403(b)(12)  provided that every  employee of the
                  Employer  sponsoring  the  Plan,  may  elect to make  Purchase
                  Payments  of more than  $200  pursuant  to a salary  reduction
                  agreement.

6832 A (R9-96)                          -1-


<PAGE>


DISTRIBUTION RESTRICTIONS AND REQUIREMENTS

         (a)      Distributions  attributable to Purchase Payments made pursuant
                  to a salary  reduction  agreement  may be made  only  when the
                  Owner  attains  age 59  1/2,  separates  from  service,  dies,
                  becomes   "disabled"  (within  the  meaning  of  Code  Section
                  403(b)(11)) or incurs a hardship. A distribution made due to a
                  hardship may not include income  attributable to such Purchase
                  Payments.

         (b)      Distributions  from this Contract must comply with the minimum
                  distribution and incidental death benefit requirements of Code
                  Section  403(b)(10).  Accordingly,  an Owner's entire interest
                  under the Contract  generally must be distributed (or begin to
                  be  distributed) by April 1 of the calendar year following the
                  later of (i) the calendar  year in which the Owner attains age
                  70 1/2, or (ii) the calendar  year in which the Owner  retires
                  (the "Required Beginning Date").

                  Distributions commencing not later than the Required Beginning
                  Date may be made  over the life of the Owner or over the lives
                  of the Owner and his or her Designated  Beneficiary (or over a
                  period not extending  beyond the life  expectancy of the Owner
                  or the life  expectancy of the Owner and his or her Designated
                  Beneficiary).

         (c)      If the Owner dies before  distribution  of his or her interest
                  in the Contract has begun in  accordance  with  paragraph  (b)
                  above, the Owner's entire interest must be distributed  within
                  five years,  unless:  (i) such  interest is  distributed  to a
                  Designated  Beneficiary over his or her life (or over a period
                  not  extending  beyond  such  Designated   Beneficiary's  life
                  expectancy);  and (ii) such distribution begins not later than
                  one  year  after  the  Owner's   death.   If  the   Designated
                  Beneficiary is the Owner's surviving spouse, the date on which
                  the  distributions  are required to begin shall not be earlier
                  than the date on which the Owner  would have  attained  age 70
                  1/2.

         (d)      If the Owner dies after distribution of his or her interest in
                  this Contract has begun in accordance with paragraph (b) above
                  but before his or her entire  interest  has been  distributed,
                  the remaining interest must be distributed at least as rapidly
                  as under the  method of  distribution  being used prior to the
                  Owner's death.

         (e)      All distributions  must  comply  with a method of distribution
                  offered by the Company under this Contract.

         (f)      If the Owner receives a  distribution  from this Contract that
                  qualifies as an "eligible rollover  distribution"  (within the
                  meaning of Code Section  402(f)(2)(A)) and elects to have such
                  distribution  paid directly to an "eligible  retirement  plan"
                  (within the meaning of Code Section 402(c)), such distribution
                  shall be made in the form of a direct transfer to the eligible
                  retirement   plan.   The  Company  may  establish   reasonable
                  administrative rules applicable to such direct transfers.

NONFORFEITABILITY

         (a)      The Owner's rights under this Contract shall be nonforfeitable
                  except for failure to pay future Premiums.

         (b)      This  Contract  may  not be  transferred,  sold,  assigned  or
                  pledged  as  collateral  for a loan  or as  security  for  the
                  performance  of an obligation or for any other purposes to any
                  person other than the Company.


<PAGE>


MULTIPLE CONTRACTS

         (a)      If for any taxable  year an Owner is covered by this  Contract
                  and any other TSA,  all such  contracts  shall be treated as a
                  single contract.

PLAN PROVISIONS

         The Plan,  including  certain Plan provisions  required by the Employee
         Retirement  Income  Security Act of 1974 or other  applicable  law, may
         limit the Owner's rights under this Contract. The Plan provisions may:

         (a)      Limit the Owner's right to make Purchase Payments;

         (b)      Restrict the time when the Owner may elect to receive payments
                  under this Contract;

         (c)      Require the consent of the Owner's spouse before the Owner may
                  elect to receive payments under this Contract;

         (d)      Require that all  distributions be made in the form of a joint
                  and  survivor  annuity  for the Owner and the  Owner's  spouse
                  unless both consent to a different form of distribution;

         (e)      Require that the Owner's spouse be the Designated Beneficiary;

         (f)      Require  that  the  Owner  remain  employed  by  the  Employer
                  sponsoring the Plan for a specified  period of time before the
                  Owner's rights under this Contract become fully vested; or

         (g)      Otherwise  restrict  the Owner's  exercise of rights under the
                  Contract or give the Employer  sponsoring  the Plan (or a Plan
                  representative)  the right to exercise  certain  rights on the
                  Owner's behalf.

         No such  Plan  provision  shall  limit an  Owner's  rights  under  this
         Contract,  unless the  Employer  sponsoring  the Plan has  provided the
         Company with written notification of such provision.  In no event shall
         any such Plan provision  enlarge the Company's  obligations  under this
         Contract.

TAX CONSEQUENCES

         (a)      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 the Employer to comply with
                  the provisions set forth in the Code or any other law.

ADMINISTRATION

         The Company does not act as the Administrator of the Plan. Accordingly,
         the  Company  will  not  incur  any  liability  or be  responsible  for
         interpreting the Plan or deciding any question arising thereunder.

                                        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 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.  Notwithstanding  any other provisions of
         the Contract to the contrary, the following provisions shall apply.

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY

         To ensure  treatment as an IRA,  this  Contract  will be subject to the
         requirements of Code Section 408, which are briefly summarized below:

         1.       The Contract is established  for the exclusive  benefit of the
                  Owner  or his or her  beneficiaries.  The  Owner  shall be the
                  Annuitant.

         2.       The Contract shall be nontransferable  and the entire interest
                  of the Owner in the Contract is nonforfeitable.

         3.       Notwithstanding any provision of the Contract to the contrary,
                  the  distribution  of the  Owner's  interest  shall be made in
                  accordance  with  the  minimum  distribution  requirements  of
                  Section  401(a)(9)  of  the  Internal  Revenue  Code  and  the
                  regulations thereunder, including the incidental death benefit
                  provisions   of   Section   1.401(a)(9)-2   of  the   proposed
                  regulations,   all  of  which  are  herein   incorporated   by
                  reference.

                  The  Owner's   entire   interest  in  the  Contract   must  be
                  distributed,  or  begin  to be  distributed,  by  the  Owner's
                  required  beginning  date,  which is the April 1 following the
                  calendar  year in which the Owner reaches age 70 1/2. For each
                  succeeding  year,  a  distribution  must be made on or  before
                  December 31. By the  required  beginning  date,  the Owner may
                  elect to have the balance in the account distributed in one of
                  the following forms:

                           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.

                  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.

         4.       If  the  Owner  dies  before  his or her  entire  interest  is
                  distributed, the entire remaining interest will be distributed
                  as follows:

                  a.       If the  Owner  dies on or  after  distributions  have
                           begun under Section 3, the entire remaining  interest
                           must be  distributed  at least as rapidly as provided
                           under Section 3.

V 6842A (1-97)


<PAGE>


INDIVIDUAL RETIREMENT ANNUITY PROVISIONS (Continued)

RESTRICTIONS ON INDIVIDUAL RETIREMENT ANNUITY (continued)

                  b.       If the Owner  dies  before  distributions  have begun
                           under Section 3, the entire  remaining  interest must
                           be  distributed  as  elected  by the Owner or, if the
                           Owner  has  not  so   elected,   as  elected  by  the
                           Designated Beneficiary or Beneficiaries as follows:

                           1)       by  December 31 of the year  containing  the
                                    fifth anniversary of the Owner's death; or

                           2)       in equal  or  substantially  equal  payments
                                    over  the  life  or life  expectancy  of the
                                    Designated   Beneficiary  or   Beneficiaries
                                    starting   by   December   31  of  the  year
                                    following the year of the Owner's death. If,
                                    however,  the Designated  Beneficiary is the
                                    Owner's   surviving   spouse,    then   this
                                    Distribution  is not required to begin until
                                    December   31  of  the  later  of:  (1)  the
                                    calendar  year  immediately   following  the
                                    calendar  year in which the Owner  died;  or
                                    (2) the  calendar  year in which  the  Owner
                                    would have attained age 70 1/2.

         5.       An   individual   may   satisfy   the   minimum   distribution
                  requirements  under Section 401(a)(9) of the Code by receiving
                  a  distribution  from  one IRA  that is  equal  to the  amount
                  required to satisfy the minimum  distribution  requirements of
                  two or more IRAs.  For this purpose,  the Owner of two or more
                  IRAs may use the  "alternative  method"  described  in  Notice
                  88-38,  1988-1 C.B.  524, to satisfy the minimum  distribution
                  requirements described above.

         6.       Any  refund of  premiums  (other  than those  attributable  to
                  excess  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.

         7.       The  annual  premium  shall not exceed the lesser of $2,000 or
                  100  percent  of  compensation   ($4,000  or  100  percent  of
                  compensation for Spousal IRAs however, no more than $2,000 can
                  be  contributed  to either  spouse's  IRA),  except  for plans
                  defined  in  Section  408(k)  of the Code,  for  which  annual
                  premiums shall not exceed $30,000.

         8.       Rollover contributions from other qualified plans permitted by
                  the  Internal   Revenue  Code  Sections   402(c),   403(a)(4),
                  403(b)(8),  and  408(d)(3),  are  excluded  from the limit set
                  forth in Section 8.

         9.       Notwithstanding  any Contract  provisions to the contrary,  no
                  amount may be borrowed  under the  Contract and no portion may
                  be used as security for a loan.

         10.      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 Code.

                                        SECURITY BENEFIT LIFE INSURANCE COMPANY

                                                   ROGER K. VIOLA

                                                      Secretary


- -----------------------------
Endorsement Effective Date
(If Other Than Issue Date)




<PAGE>



                         Consent of Independent Auditors

We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  7, 1997,  with  respect  to the  financial
statements  of  Security  Benefit  Life  Insurance  Company  and  the  financial
statements  of  T.  Rowe  Price  Variable   Annuity  Account   included  in  the
Registration  Statement  on Form N-4 and the  related  Statement  of  Additional
Information  accompanying  the  Prospectus  of T. Rowe  Price  No-Load  Variable
Annuity.

                                                             Ernst & Young LLP

Kansas City, Missouri
April 24, 1997




<PAGE>

                                                        Item 24.b Exhibit (13)

                                  EQUITY INCOME
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

            1000           (1+T) 1.              =         1,189.32
                          ((1+T) 1.)1.           =        (1.1893).1
                            1+T                  =         1.1893
                              T                  =          .1893

2.75 Years (From Date of Inception 3/31/94)

            1000           (1+T) 2.75            =         1,659.14
                          ((1+T) 2.75) 2.75      =        (1.6591) 2.75
                            1+T                  =         1.2021
                              T                  =          .2021


                               INTERNATIONAL STOCK
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

            1000         (1+T) 1.                =         1,141.20
                        ((1+T) 1.)1.             =        (1.1412)1
                          1+T                    =         1.1412
                            T                    =         0.1412

2.75 Years (From Date of Inception 3/31/94)

            1000         (1+T) 2.75              =         1,279.56
                        ((1+T) 2.75)2.75         =        (1.2796) 2.75
                          1+T                    =         1.0938
                            T                    =         0.0938


<PAGE>

                                                        Item 24.b Exhibit (13)

                                LIMITED-TERM BOND
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

             1000         (1+T) 1.               =         1,027.26
                         ((1+T) 1.)1.            =        (1.0273)1.
                           1+T                   =         1.0273
                             T                   =          .0273

2.64 Years (From Date of Inception 5/13/94)

           1000          (1+T) 2.64              =         1,148.11
                        ((1+T) 2.64) 2.64        =        (1.1481) 2.64
                          1+T                    =         1.0537
                            T                    =          .0537


                               NEW AMERICA GROWTH
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

           1000          (1+T) 1.              =         1,194.03
                        ((1+T) 1.)1.           =        (1.1940)1.
                          1+T                  =         1.1940
                            T                  =          .1940

2.75 Years (From Date of Inception 3/31/94)

         1000         (1+T) 2.75              =         1,803.83
                     ((1+T) 2.75)2.75         =        (1.8038)2.75
                       1+T                    =         1.2393
                         T                    =          .2393

<PAGE>

                                                        Item 24.b Exhibit (13)

                           PERSONAL STRATEGY BALANCED
               AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996

1 Year

         1000          (1+T) 1.             =         1,135.29
                      ((1+T) 1.)1.          =        (1.1353)1.
                        1+T                 =         1.1353
                          T                 =          .1353

2 Years (From Date of Inception 12/30/94)

       1000         (1+T) 2              =         1,452.69
                   ((1+T) 2)2            =        (1.4527)2
                     1+T                 =         1.2053
                       T                 =          .2053


                               LIMITED - TERM BOND
                   YIELD CALCULATION AS OF SEPTEMBER 30, 1996

    [ [          (22,854.38 - 0)            ]6  ]
2   [ [  ----------------------------   +  1]   ] - 1
    [ [   (421,201.191 x 10.93)             ]   ]



    [ (            (22,854.38 )             )6  ]
2   [ (-------------------------------   + 1)   ] - 1
    [ (           (4,603,729.01)            )   ]


2 [(( .00496431913 + 1)6 ) - 1]

2 [((  1.00496431913 ) 6 ) - 1]

2 [( 1.0302 ) - 1]

2 ( .0302)

         =   .0604      or     6.04%         December 31, 1996



<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANN.
<SERIES>
        <NUMBER>                              001
        <NAME>                                NEW AMERICA GROWTH 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>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      23,716
<INVESTMENTS-AT-VALUE>                                     25,570
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             25,570
<PAYABLE-FOR-SECURITIES>                                   25,570
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        25,570
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,598
<SHARES-COMMON-PRIOR>                                         334
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    1,675
<NET-ASSETS>                                               25,570
<DIVIDEND-INCOME>                                              36
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 89
<NET-INVESTMENT-INCOME>                                      (53)
<REALIZED-GAINS-CURRENT>                                      840
<APPREC-INCREASE-CURRENT>                                   1,675
<NET-CHANGE-FROM-OPS>                                       2,462
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,494
<NUMBER-OF-SHARES-REDEEMED>                                   230
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,264
<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>                                                89
<AVERAGE-NET-ASSETS>                                       15,022
<PER-SHARE-NAV-BEGIN>                                       13.40
<PER-SHARE-NII>                                             (.05)
<PER-SHARE-GAIN-APPREC>                                      2.65
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         16.00
<EXPENSE-RATIO>                                               .59
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANN.
<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>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      25,720
<INVESTMENTS-AT-VALUE>                                     27,983
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             27,983
<PAYABLE-FOR-SECURITIES>                                   27,983
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        27,983
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,904
<SHARES-COMMON-PRIOR>                                         366
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                    2,087
<NET-ASSETS>                                               27,983
<DIVIDEND-INCOME>                                             534
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 88
<NET-INVESTMENT-INCOME>                                       446
<REALIZED-GAINS-CURRENT>                                      471
<APPREC-INCREASE-CURRENT>                                   2,087
<NET-CHANGE-FROM-OPS>                                       3,004
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,686
<NUMBER-OF-SHARES-REDEEMED>                                   148
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                      1,538
<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>                                                88
<AVERAGE-NET-ASSETS>                                       16,253
<PER-SHARE-NAV-BEGIN>                                       12.37
<PER-SHARE-NII>                                               .39
<PER-SHARE-GAIN-APPREC>                                      1.94
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         14.70
<EXPENSE-RATIO>                                               .54
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANN
<SERIES>
        <NUMBER>                              003
        <NAME>                                PERSONAL STRATEGY BALNCD SUB
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. DOLLARS
       
<S>                                           <C>
<PERIOD-TYPE>                                 YEAR
<FISCAL-YEAR-END>                                     DEC-31-1996
<PERIOD-START>                                        JAN-01-1996
<PERIOD-END>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       7,722
<INVESTMENTS-AT-VALUE>                                      8,121
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              8,121
<PAYABLE-FOR-SECURITIES>                                    8,121
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         8,121
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         601
<SHARES-COMMON-PRIOR>                                         148
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      359
<NET-ASSETS>                                                8,121
<DIVIDEND-INCOME>                                             185
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 28
<NET-INVESTMENT-INCOME>                                       157
<REALIZED-GAINS-CURRENT>                                      222
<APPREC-INCREASE-CURRENT>                                     359
<NET-CHANGE-FROM-OPS>                                         738
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       534
<NUMBER-OF-SHARES-REDEEMED>                                    81
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        453
<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>                                                28
<AVERAGE-NET-ASSETS>                                        4,943
<PER-SHARE-NAV-BEGIN>                                       11.90
<PER-SHARE-NII>                                               .42
<PER-SHARE-GAIN-APPREC>                                      1.19
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         13.51
<EXPENSE-RATIO>                                               .57
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANN
<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>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                       4,840
<INVESTMENTS-AT-VALUE>                                      4,865
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                              4,865
<PAYABLE-FOR-SECURITIES>                                    4,865
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                         4,865
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                         445
<SHARES-COMMON-PRIOR>                                          87
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                       18
<NET-ASSETS>                                                4,865
<DIVIDEND-INCOME>                                             164
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 15
<NET-INVESTMENT-INCOME>                                       149
<REALIZED-GAINS-CURRENT>                                     (37)
<APPREC-INCREASE-CURRENT>                                      18
<NET-CHANGE-FROM-OPS>                                         130
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                       604
<NUMBER-OF-SHARES-REDEEMED>                                   246
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        358
<ACCUMULATED-NII-PRIOR>                                         0
<ACCUMULATED-GAINS-PRIOR>                                       0
<OVERDISTRIB-NII-PRIOR>                                         0
<OVERDIST-NET-GAINS-PRIOR>                                      0
<GROSS-ADVISORY-FEES>                                           0
<INTEREST-EXPENSE>                                              0
<GROSS-EXPENSE>                                                15
<AVERAGE-NET-ASSETS>                                        2,895
<PER-SHARE-NAV-BEGIN>                                       10.64
<PER-SHARE-NII>                                               .56
<PER-SHARE-GAIN-APPREC>                                     (.27)
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         10.93
<EXPENSE-RATIO>                                               .52
<AVG-DEBT-OUTSTANDING>                                          0
<AVG-DEBT-PER-SHARE>                                            0
        


</TABLE>

<TABLE> <S> <C>


<ARTICLE>                                     6
<CIK>                                         0000928971
<NAME>                                        T. ROWE PRICE VARIABLE ANN
<SERIES>
        <NUMBER>                              005
        <NAME>                                INTERNATIONAL STOCK 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>                                          DEC-31-1996
<EXCHANGE-RATE>                                                 1
<INVESTMENTS-AT-COST>                                      13,554
<INVESTMENTS-AT-VALUE>                                     14,362
<RECEIVABLES>                                                   0
<ASSETS-OTHER>                                                  0
<OTHER-ITEMS-ASSETS>                                            0
<TOTAL-ASSETS>                                             14,362
<PAYABLE-FOR-SECURITIES>                                   14,362
<SENIOR-LONG-TERM-DEBT>                                         0
<OTHER-ITEMS-LIABILITIES>                                       0
<TOTAL-LIABILITIES>                                        14,362
<SENIOR-EQUITY>                                                 0
<PAID-IN-CAPITAL-COMMON>                                        0
<SHARES-COMMON-STOCK>                                       1,125
<SHARES-COMMON-PRIOR>                                         218
<ACCUMULATED-NII-CURRENT>                                       0
<OVERDISTRIBUTION-NII>                                          0
<ACCUMULATED-NET-GAINS>                                         0
<OVERDISTRIBUTION-GAINS>                                        0
<ACCUM-APPREC-OR-DEPREC>                                      731
<NET-ASSETS>                                               14,362
<DIVIDEND-INCOME>                                             132
<INTEREST-INCOME>                                               0
<OTHER-INCOME>                                                  0
<EXPENSES-NET>                                                 49
<NET-INVESTMENT-INCOME>                                        83
<REALIZED-GAINS-CURRENT>                                      302
<APPREC-INCREASE-CURRENT>                                     731
<NET-CHANGE-FROM-OPS>                                       1,116
<EQUALIZATION>                                                  0
<DISTRIBUTIONS-OF-INCOME>                                       0
<DISTRIBUTIONS-OF-GAINS>                                        0
<DISTRIBUTIONS-OTHER>                                           0
<NUMBER-OF-SHARES-SOLD>                                     1,044
<NUMBER-OF-SHARES-REDEEMED>                                   137
<SHARES-REINVESTED>                                             0
<NET-CHANGE-IN-ASSETS>                                        907
<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>                                                49
<AVERAGE-NET-ASSETS>                                        8,403
<PER-SHARE-NAV-BEGIN>                                       11.19
<PER-SHARE-NII>                                               .12
<PER-SHARE-GAIN-APPREC>                                      1.46
<PER-SHARE-DIVIDEND>                                            0
<PER-SHARE-DISTRIBUTIONS>                                       0
<RETURNS-OF-CAPITAL>                                            0
<PER-SHARE-NAV-END>                                         12.77
<EXPENSE-RATIO>                                               .58
<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 4th day of March, 1997.

                                                      Thomas R. Clevenger
                                         ---------------------------------------
                                                      Thomas R. Clevenger

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Sister Loretto Marie Colwell,  being a Director of SECURITY BENEFIT LIFE
INSURANCE COMPANY,  by these presents do make,  constitute and appoint Howard R.
Fricke,  James R.  Schmank  and Roger K.  Viola,  and each of them,  my true and
lawful  attorneys,  each with full power and authority for me and in my name and
behalf  to  sign  Registration  Statements,   any  amendments  thereto  and  any
applications for exemptive  relief filed pursuant to the Investment  Company Act
of 1940 or the  Securities  Act of  1933,  as  amended,  and any  instrument  or
document filed as part thereof, or in connection therewith or in any way related
thereto,  in connection with Variable Annuity Contracts offered,  issued or sold
by  SECURITY  BENEFIT  LIFE  INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                Sister Loretto Marie Colwell
                                         ---------------------------------------
                                                Sister Loretto Marie Colwell

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

            April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John C.  Dicus,  being a Director  of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      John C. Dicus
                                         ---------------------------------------
                                                      John C. Dicus

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, 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 4th day of March, 1997.

                                                      Melanie S. Fannin
                                         ---------------------------------------
                                                      Melanie S. Fannin

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Howard R. Fricke,  being a Director of SECURITY  BENEFIT LIFE  INSURANCE
COMPANY, by these presents do make,  constitute and appoint James R. Schmank and
Roger K. Viola, and each of them, my true and lawful  attorneys,  each with full
power  and  authority  for me and in my name  and  behalf  to sign  Registration
Statements,  any amendments  thereto and any  applications  for exemptive relief
filed  pursuant to the  Investment  Company Act of 1940 or the Securities Act of
1933, as amended,  and any instrument or document  filed as part thereof,  or in
connection  therewith or in any way related thereto, in connection with Variable
Annuity  Contracts  offered,  issued or sold by SECURITY  BENEFIT LIFE INSURANCE
COMPANY  and any 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 4th day of March, 1997.

                                                      Howard R. Fricke
                                         ---------------------------------------
                                                      Howard R. Fricke

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                     L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, W. W.  Hanna,  being a  Director  of  SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      W. W. Hanna
                                         ---------------------------------------
                                                      W. W. Hanna

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, John E. Hayes,  Jr., being a Director of SECURITY BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      John E. Hayes, Jr.
                                         ---------------------------------------
                                                      John E. Hayes, Jr.

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Laird G. Noller,  being a Director of SECURITY  BENEFIT  LIFE  INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      Laird G. Noller
                                         ---------------------------------------
                                                      Laird G. Noller

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Frank C. Sabatini,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      Frank C. Sabatini
                                         ---------------------------------------
                                                      Frank C. Sabatini

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                     L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------


<PAGE>


                                POWER OF ATTORNEY

STATE OF KANSAS     )
                    ) ss.
COUNTY OF SHAWNEE   )

KNOW ALL MEN BY THESE PRESENTS:

THAT I, Robert C. Wheeler,  being a Director of SECURITY  BENEFIT LIFE INSURANCE
COMPANY,  by these  presents do make,  constitute  and appoint Howard R. Fricke,
James R.  Schmank  and  Roger K.  Viola,  and each of them,  my true and  lawful
attorneys,  each with full power and  authority for me and in my name and behalf
to sign Registration Statements, any amendments thereto and any applications for
exemptive  relief filed  pursuant to the  Investment  Company Act of 1940 or the
Securities Act of 1933, as amended, and any instrument or document filed as part
thereof, or in connection therewith or in any way related thereto, in connection
with Variable Annuity Contracts offered, issued or sold by SECURITY BENEFIT LIFE
INSURANCE  COMPANY  and any 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 4th day of March, 1997.

                                                      Robert C. Wheeler
                                         ---------------------------------------
                                                      Robert C. Wheeler

SUBSCRIBED AND SWORN to before me this 4th day of March, 1997.

                                                    L. Charmaine Lucas
                                         ---------------------------------------
                                                      Notary Public

My Commission Expires:

           April 1, 1998
- -------------------------------------



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